Hawthorne Gold Corp. Sample Contracts

Hawthorne Gold and Cusac Gold Mines Agree to Merge
Merger Agreement • May 12th, 2008 • Hawthorne Gold Corp. • Gold and silver ores

November 9, 2007 - - Hawthorne Gold Corp. (“Hawthorne”) – (TSX-V: HGC) and Cusac Gold Mines Ltd. (“Cusac”) (TSX: CQC; OTC-BB: CUSIF) have entered into a binding Letter Agreement (the “Letter Agreement”) to combine the two companies by way of a Plan of Arrangement or other statutory procedure (the “Transaction”), as approved by both companies Board of Directors. The resulting entity will hold a balanced portfolio of gold exploration, development and near-term production assets, all located in British Columbia, Canada.

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ARRANGEMENT AGREEMENT among HAWTHORNE GOLD CORP. and 0811381 B.C. LTD. and CUSAC GOLD MINES LTD. December 18, 2007
Arrangement Agreement • May 12th, 2008 • Hawthorne Gold Corp. • Gold and silver ores • British Columbia

HAWTHORNE GOLD CORP., a corporation existing under the laws of the Province of British Columbia with a registered and records office at 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7

AMENDING AGREEMENT
Amending Agreement • May 12th, 2008 • Hawthorne Gold Corp. • Gold and silver ores

HAWTHORNE GOLD CORP., a corporation existing under the laws of the Province of British Columbia with a registered and records office at 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7

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