South American Gold Corp. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 25th, 2013 • South American Gold Corp. • Metal mining • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 14, 2013, by and between SOUTH AMERICAN GOLD CORP., a Nevada corporation, with headquarters located at 3645 East Main Street - Suite 119, Richmond, IN 47374 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).

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Contract
Stock Purchase Agreement • April 29th, 2011 • South American Gold Corp. • Metal mining

On February 25, 2011, we entered into a stock purchase agreement (the "Agreement”) with Minera Kata S.A. a corporation (sociedad anónima) organized under the laws of the Republic of Panama. Pursuant to the Agreement, South American Gold Corp. has purchased 25% of the outstanding shares of Minera Kata S.A. with an option to purchase up to 75% of its remaining shares in consideration of a $1,000,000 cash payment and the issuance of 1,000,000 shares of the common stock of South American Gold Corp.

AMENDMENT NO. 1
Convertible Promissory Note • April 17th, 2013 • South American Gold Corp. • Metal mining • New York

This Amendment No. 1 to the Convertible Promissory Note (this "Amendment") is executed as of April 4, 2013, by SOUTH AMERICAN GOLD CORP., a Nevada, corporation (the “Maker”); and ASHER ENTERPRISES, INC., a Delaware corporation, or its assigns ("Holder") to amend the Convertible Promissory Note dated August 8, 2012 among those parties (the "Note").

EMPIRE STOCK TRANSFER TRANSFER AGENT AND REGISTRAR AGREEMENT
Transfer Agent and Registrar Agreement • March 24th, 2006 • Grosvenor Explorations Inc.

BETWEEN: Empire Stock Transfer Inc., a body corporate duly incorporated under the laws of the State of Nevada and having an office situated at 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, NV 89128 (the “Transfer Agent”)

SOUTH AMERICAN GOLD CORP. CONSULTING AGREEMENT
Consulting Agreement • June 30th, 2011 • South American Gold Corp. • Metal mining • Colorado

This CONSULTING AGREEMENT (the “Agreement”) is entered into as of June 24, 2011 (the “Effective Time”), by and between SOUTH AMERICAN GOLD CORP., a Nevada corporation, (the “Company”) and CAMILO VELASQUEZ (the “Consultant”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

SOUTH AMERICAN GOLD CORP. A Nevada Corporation UNSECURED COMMERCIAL PROMISSORY NOTE
Commercial Promissory Note • November 25th, 2013 • South American Gold Corp. • Metal mining

FOR VALUE RECEIVED, the undersigned, SOUTH AMERICAN GOLD CORP., a Nevada corporation (hereinafter "Maker"), promises to pay to ___________________________ (Holder) at such place as the Holder may designate in writing, the principal sum of ___________________ dollars and no/100 ($_______.00), together with interest at 8% per annum thereon, payable quarterly in arrears or at company’s option during term of the note, due TWO (2) years from the date hereof. The first quarterly interest payment will be made on March 31, 2014.

Agreement and Plan of Merger
Merger Agreement • September 21st, 2010 • Grosvenor Explorations Inc. • Metal mining

This Agreement and Plan of Merger (the “Agreement”) is dated September 20, 2010, by and among Grosvenor Explorations Inc., a Nevada corporation (“Grosvenor”), and South American Gold Corp., a Nevada corporation and a wholly-owned subsidiary of Parent (“SAGC”).

ASSIGNMENT OF CLAIM
Assignment of Claim • October 5th, 2010 • Grosvenor Explorations Inc. • Metal mining

NOW THEREFORE, in consideration of the above premises, the Assignor hereby assigns to the Assignee all its right, title and interest in the above claim to the Assignee and acknowledged receipt from the Assignee payment of the consideration of USD $5,000.00.

TERMINATION AND TRANSACTION AGREEMENT
Termination and Transaction Agreement • December 19th, 2011 • South American Gold Corp. • Metal mining

This TERMINATION AND TRANSACTION AGREEMENT, hereinafter (the “Agreement) is effective as of the 18th of November, 2011 between the following parties:

MINING LEASE AND AGREEMENT
Mining Lease and Agreement • December 19th, 2011 • South American Gold Corp. • Metal mining

THIS LEASE and AGREEMENT, made this 14th day of December, 2011 by and between MARILYN BASHORE, Coeur d’Alene, Idaho (hereinafter called ‘“Owner”) and SOUTH AMERICAN GOLD CORPORATION, a Nevada corporation (hereinafter called “South American”).

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • November 25th, 2013 • South American Gold Corp. • Metal mining

_______________________________, the Undersigned, understand that the Board of Directors of South American Gold Corp. Corp (the "Company"), a Nevada corporation, are offering to convert outstanding balances of accounts payable into an Unsecured Commercial Promissory Note of the Company, with the terms set forth below.

AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 29th, 2011 • South American Gold Corp. • Metal mining

THIS AMENDMENT NO.1 TO THE STOCK PURCHASE AGREEMENT, dated this 25th day of April, 2011 (this “Amendment”), is made by and among Minera Kata S.A., a corporation (sociedad anonima) organized under the laws of the Republic of Panama (as “Seller”) and South American Gold Corp., a corporation incorporated under the laws of the State of Nevada, United States of America (as “Buyer”).

AMENDMENT NO. 2 TO THE STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 19th, 2011 • South American Gold Corp. • Metal mining

THIS AMENDMENT NO. 2 TO THE STOCK PURCHASE AGREEMENT, dated this 28th day of November, 2011 (this “Amendment”), is made by and among Minera Kata S.A., a corporation (sociedad anonima) organized under the laws of the Republic of Panama (as “Seller”) and South American Gold Corp., a corporation incorporated under the laws of the State of Nevada, United States of America (as “Buyer”).

Contract
Mining Lease and Agreement • January 29th, 2013 • South American Gold Corp. • Metal mining

THIS LEASE and AGREEMENT, made this 22nd day of January, 2013 by and between William I. Guy, Dalton Gardens, Idaho (hereinafter called "Owner") and SOUTH AMERICAN GOLD CORPORATION, a Nevada corporation (hereinafter called "South American")

Memorandum of Understanding for Lease with Option to Purchase the Baltimore Mine Project
Memorandum of Understanding for Lease With Option to Purchase • August 9th, 2012 • South American Gold Corp. • Metal mining

This agreement is by and between Western Continental,Inc. (“Western”) and South American Gold Corporation (“SAGD”) for a lease with option to purchase the Baltimore Mine in western Montana. This agreement sets the terms of a lease with option to purchase the Baltimore Mine project as described herein.

STOCK PURCHASE AGREEMENT by and among MINERA KATA S.A. (as “Seller”) and SOUTH AMERICAN GOLD CORP. (as “Buyer”) Dated as of February 25, 2011
Stock Purchase Agreement • March 2nd, 2011 • South American Gold Corp. • Metal mining

This STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of February 25, 2011, by and among Minera Kata S.A., a corporation (sociedad anónima) organized under the laws of the Republic of Panama (as “Seller”) and South American Gold Corp., a corporation incorporated under the laws of the State of Nevada, United States of America (as “Buyer”).

Memorandum of Understanding
Memorandum of Understanding • May 1st, 2013 • South American Gold Corp. • Metal mining

This Memorandum of Understanding (“MOU”) is made by and between South American Gold Corp. (“SAGD”) and BMZ, Ltd. Co. (“BMZ”) a private company whose manager is Alan Gilda,

Lease with Option to Purchase the Baltimore Silver Mine
Lease With Option to Purchase • September 7th, 2012 • South American Gold Corp. • Metal mining

This agreement is by and between Western Continental,Inc. (“Western”) and South American Gold Corporation (“SAGD”) for a lease with option to purchase the Baltimore Mine in western Montana. This agreement sets the terms of a lease with option to purchase the Baltimore Mine project as described herein.

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