Quincy Energy Corp Sample Contracts

AGREEMENT
Shareholder Agreement • August 19th, 2003 • Quincy Resources Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Michigan

QUINCY RESOURCES INC., a corporation formed pursuant to the laws of the State of Nevada and having an office for business located at 309 Center Street, Hancock, MI 49930

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OPTION AGREEMENT
Option Agreement • June 3rd, 2005 • Quincy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New Mexico

NZ URANIUM, LLC, a limited liability company organized under the laws of the State of Arizona and having an office for business located at 3514 East Presidio Circle, Mesa, Arizona 85213

MINING LEASE AND AGREEMENT
Mining Lease Agreement • March 26th, 2004 • Quincy Resources Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada

THIS LEASE AND AGREEMENT (the "Agreement"), made this 23rd day of January, 2004 by and between PACIFIC INTERMOUNTAIN GOLD CORPORATION., a Nevada corporation (hereinafter called "Owner") and QUINCY RESOURCES INCORPORATED, a Nevada corporation, (hereinafter called "Company"): W I T N E S S E T H:

MINING LEASE AND SUBLEASE
Mining Lease and Sublease • August 19th, 2003 • Quincy Resources Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada

THIS MINING LEASE AND SUBLEASE ("Agreement") is dated and effective this 31st day of July, 2003, by and between NEWMONT USA LIMITED, a Delaware corporation, doing business as NEWMONT MINING CORPORATION ("Newmont"), QUINCY RESOURCES, INC., a Nevada corporation ("Quincy"), and PLATORO WEST INCORPORATED, a Nevada corporation ("Platoro").

MINING LEASE AND AGREEMENT SILVER BOW PROJECT
Mining Lease Agreement • May 28th, 2003 • Quincy Resources Inc • Mining & quarrying of nonmetallic minerals (no fuels)

THIS LEASE AND AGREEMENT (the "Agreement"), made this 21st day of February, 2003 by and between Donald K. Jennings, an Individual whose address is P. O. Box 2663, Elko, Nevada 89803 and Renegade Exploration, a Nevada corporation whose address is 2395 Fireside Circle, Reno, Nevada 89509 , (hereinafter collectively called "Owner") and QUINCY RESOURCES INC, a Nevada corporation whose address is 309 Center Street, Hancock, MI 49930 (hereinafter called "QUINCY"):

Dear Sirs, Re: Option Agreement - Elliott Lake Uranium Property
Option Agreement • April 28th, 2005 • Quincy Gold Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

This letter agreement (the “Agreement”) sets forth the terms and conditions under which Quincy Gold Corp. (“Quincy”, “we” or “us”) has been granted an option (the “Option”) by Canada Enerco Corp. (“Canada Enerco” or “you”) to acquire up to a 60% interest in the ten mineral claims located in Buckles Township, Sault Ste. Marie Mining Division, Ontario more particularly described in Schedule “A” attached hereto (collectively the “Property”).

OPTION AGREEMENT
Option Agreement • June 3rd, 2005 • Quincy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

ENERGY METALS CORPORATION, a corporation incorporated under the laws of the Province of British Columbia and having an office for business located at Suite 1238 -- 200 Granville Street, Vancouver, British Columbia, Canada V6C 1S4

BILL OF SALE
Bill of Sale • August 19th, 2003 • Quincy Resources Inc • Mining & quarrying of nonmetallic minerals (no fuels)

For $10.00 and other good and valuable consideration paid and received in hand, Atlas Minerals Inc. ("Atlas") does hereby sell without warranty of any kind, express or implied, its entire interest in and to the Atlas exploration property database described on Exhibit A hereto, which at the time of sale is stored in Reno, Nevada, to Platoro West Incorporated ("Platoro") subject to the terms contained in the Letter of Agreement of same date by and between the parties, a copy of which is attached hereto as Exhibit B, a part hereof.

OPTION AGREEMENT
Option Agreement • December 23rd, 2003 • Quincy Resources Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

QUINCY RESOURCES INC., a corporation incorporated under the laws of Nevada and having an address of 309 Center Street, Hancock, Michigan, facsimile no.: (906) 482-4695

EXHIBIT A TO MINING LEASE AND SUBLEASE BETWEEN NEWMONT USA LIMITED, d/b/a NEWMONT MINING CORPORATION, QUINCY RESOURCES, INC. AND PLATORO WEST INCORPORATED
Mining Lease and Sublease • August 19th, 2003 • Quincy Resources Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
AGENCY AGREEMENT
Agency Agreement • January 25th, 2005 • Quincy Gold Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

Reference is made to a letter agreement dated November 8, 2004 (the "Letter Agreement") between Quincy Gold Corp. (the "Corporation") and Kingsdale Capital Partners Inc. (the "Agent"). The Corporation hereby appoints the Agent, and the Agent hereby agrees to act, as agent on a best efforts agency basis to raise gross proceeds of a minimum of Cdn$1,000,000 (unless waived by the Corporation in writing at its sole and unfettered discretion) and up to a maximum of Cdn$4,000,000 for the Corporation through the sale of units ("Units") at a price of $0.45 per Unit. Each Unit shall consist of one share in the capital stock of the Corporation (a "Common Share") and one-half of one Common Share purchase warrant. Each whole warrant (a "Warrant") is exercisable at any time until that date which is 18 months following the Closing Date (as defined herein) for one Common Share at an exercise price of $0.65 per share. The offering of the Units by the Corporation is hereinafter referred to as the "Offe

MINERALS LEASE, SUBLEASE AND AGREEMENT
Minerals Lease, Sublease and Agreement • March 15th, 2004 • Quincy Resources Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada

THIS MINERALS LEASE, SUBLEASE AND AGREEMENT (“Agreement”) is dated and effective this 1st day of March, 2004 (“Effective Date”), by and between NEWMONT CAPITAL LIMITED, a Nevada corporation (“Newmont”), and QUINCY RESOURCES, INC., a Nevada corporation (“Quincy”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • March 22nd, 2006 • Quincy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia

ENERGY METALS CORPORATION, a corporation organized under the laws of the Province of British Columbia, and having an office in the City of Vancouver, in the Province of British Columbia ( “EMC”)

November 5, 2004 CLAN RESOURCES LTD. Suite 1500 -- 885 W. Georgia Street Vancouver, British Columbia Canada V6C 3E8 Attention: Jim Watt, President and Chief Executive Officer Dear Sirs, Re: Option Agreement - Arizona Strip Breccia Pipes
Option Agreement • January 25th, 2005 • Quincy Gold Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

This letter agreement (the “Agreement”) sets forth the terms and conditions under which Quincy Gold Corp. (“Quincy”, “we” or “us”) has been granted an option (the “Option”) by Clan Resources Ltd. (“Clan” or “you”) to acquire a 50% interest in each of the eight natural resource properties located in Arizona as more particularly described in Schedule “A” attached hereto (collectively the “Properties”).

OPTION AGREEMENT
Option Agreement • January 25th, 2005 • Quincy Gold Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Wyoming

BALD MOUNTAIN MINING CO., a corporation incorporated under the laws of the State of South Dakota and having an office for business located at 330 South Summit, Newcastle, WY 82701

AGREEMENT AND PLAN OF MERGER
Merger Agreement • January 24th, 2003 • Quincy Resources Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

QUINCY RESOURCES INC., a corporation formed pursuant to the laws of the State of Nevada and having an office for business located at 309 Center Street, Hancock, MI 49930 ("Quincy")

ENERGY METALS CORPORATION Suite 1238, 200 Granville Street Vancouver, B.C. V6C 1S4 Tel: 604.697.5687 Fax: 604.408.4799
Agreement and Plan of Merger • April 17th, 2006 • Quincy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)

The purpose of this letter is to confirm in writing the agreement, waiver and/or consent, as applicable, of Energy Metals Corporation (“EMC”), EMC Acquisition Corp. (“Merger Sub”) and Quincy Energy Corp. (“Quincy”) to certain matters affecting the Merger Agreement, as set forth below. Upon EMC, Quincy and Merger Sub signing where noted below, this letter shall be binding upon such parties.

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