MINERAL PROPERTY ACQUISITION AGREEMENT

MINERAL PROPERTY ACQUISITION AGREEMENT

THIS AGREEMENT is made the 20th day of February 2004.

BETWEEN:

STORM CAT ENERGY CORP.,
a body corporate formed pursuant to the laws of the Province of British Columbia and having an office for business located at 000 - 000 Xxxxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0

(the "Vendor")

AND:

DELBROOK CORPORATION,
a corporation formed pursuant to the laws of the State of Nevada and having an office for business located at Xxxxx 0000, 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx XX X0X 0X0

(the "Purchaser")

WHEREAS:

A.	The Vendor is the registered and beneficial owner of the mineral interests located in the Santa Xxxx and Rio Negro Provinces of the Republic of Argentina and described and illustrated in Schedule "A" attached hereto (the "Property"); and
B.	The Vendor has agreed to sell to the Purchaser and the Purchaser has agreed to purchase the Property in accordance with the terms and conditions hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of $1.00 now paid by the Purchaser to the Vendor and for other good and valuable consideration, the receipt and sufficiency whereof the Vendor hereby acknowledges, the parties hereto agree as follows:

ARTICLE 1
REPRESENTATIONS AND WARRANTIES

Representations and Warranties of the Purchaser

1.1      The Purchaser hereby represents and warrants in all material respects to the Vendor, with the intent that the Vendor will rely thereon in entering into this Agreement and in approving and completing the transactions contemplated hereby, that:

	(a)	it has been duly incorporated under the laws of the State of Nevada and validly exists as a corporation in good standing under the laws of the State of Nevada;
	(b)	it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it;

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	(c)	there is no provision in its memorandum or articles or equivalent constituent documents, and no provision in an existing mortgage, indenture, guarantee, contract or agreement binding on it, and no provision in any statute, rule, regulation, judgment, decree, order, franchise or permit applicable to it, which would be contravened by its execution, delivery or performance of this Agreement, and it is not in default under such mortgage, indenture, guarantee, contract or agreement or in violation of any such statute, rule, regulation, judgment, decree, order, franchise or permit; and
	(d)	no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings relating to the dissolution or winding up of it or the placing of it in bankruptcy or subject to any other laws governing the affairs of insolvent persons.

Representations and Warranties of the Vendor

1.2      The Vendor hereby represents and warrants in all material respects to the Purchaser, with the intent that the Purchaser will rely thereon in entering into this Agreement and in approving and completing the transactions contemplated hereby, that:

	(a)	it has been duly incorporated under the laws of the Province of British Columbia and validly exists as a corporation in good standing under the laws of the Province of British Columbia;
	(b)	it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it;
	(c)	there is no provision in its memorandum or articles or equivalent constituent documents, and no provision in an existing mortgage, indenture, guarantee, contract or agreement binding on it, and no provision in any statute, rule, regulation, judgment, decree, order, franchise or permit applicable to it, which would be contravened by its execution, delivery or performance of this Agreement, and it is not in default under such mortgage, indenture, guarantee, contract or agreement or in violation of any such statute, rule, regulation, judgment, decree, order, franchise or permit;
	(d)	no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings relating to the dissolution or winding up of it or the placing of it in bankruptcy or subject to any other laws governing the affairs of insolvent persons;
	(e)	it is, and at the time of transfer to the Purchaser will be, the beneficial owner of a 100% undivided interest in and to the Property free and clear of all liens, charges and claims of others, and no taxes or rentals are or will be due in respect of any thereof;
	(f)	the Property is registered in the name of Xxxxx Xxxxxxxxx, who holds the Property as bare trustee on behalf of the Company;

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	(g)	the Property, as described in Schedule "A", is owned by the Vendor free and clear of all liens, charges and encumbrances;
	(h)	there is no adverse claim or challenge to the ownership of or title to the Property nor to the knowledge of the Vendor is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase its interest in the Property or any portion thereof, and no person has any royalty or other interest whatsoever in production from the Property;
	(i)	it is the sole beneficial owner of the Property, and it has the full right, title, capacity and authority to enter into this Agreement with the Purchaser;
	(e)	the Manifestacions de Discubrimiento comprising the Property have been properly staked and recorded and are in good standing with the appropriate government agencies in the Republic of Argentina; and
	(f)	neither the Vendor nor, to the best of its knowledge, any predecessor in interest or title of the Vendor to the Property has done anything whereby the Property may be encumbered.

Waiver

1.3      The representations and warranties contained in subsection 2.2 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may be waived by the Purchaser, in whole or in part, at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in that subsection shall survive the execution hereof.

Indemnification

1.4      The representations and warranties of the parties herein before set out are conditions upon which the parties have relied in entering into this Agreement. Any defaulting party shall be liable and shall indemnify and save harmless the non-defaulting party from any and all loss (including economic loss), costs, damages, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by it and contained in this Agreement.

ARTICLE 2
SALE OF THE PROPERTY; CLOSING

Sale of Property

2.1      The Vendor, subject to the terms hereof, hereby agrees to sell to the Purchaser the Property for the sum of CAD$10,000 (the “Purchase Price”) on the Closing Date and to transfer to the Purchaser on the Closing Date a 100% undivided interest in and to the Property free from all liens, mortgages, charges, pledges, encumbrances or other burdens with all rights now or thereafter attached thereto.

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Closing Date

2.2      Closing of the sale of the Property shall be effected by the delivery of the Purchase Price to the Vendor on the Closing Date. The Closing Date shall be at such time and place mutually agreed to by the Purchaser and the Vendor and, in any event, will be on or before March 31, 2004.

Condition Precedent

2.3      Closing of the sale of the Property shall be subject to the completion by the Purchaser of a financing in an amount of not less than USD$500,000 (the ”Financing”) and, in the event that the Purchaser does not complete the Financing on or before March 31, 2004 this Agreement shall be of no further force or effect.

ARTICLE 3
REGISTRATION AND TRANSFER OF PROPERTY

     Upon request by the Purchaser, the Vendor shall deliver to the Purchaser such transfer documents (hereinafter referred to as the "Property Transfer Documents") as the Purchaser or its counsel may reasonably deem necessary to assign, transfer and assure to the Purchaser, good, safe, holding and marketable title to 100% of the Property.

ARTICLE 4
GENERAL PROVISIONS

4.1      Time shall be of the essence of this Agreement. This Agreement contains the whole agreement between the parties hereto and there are no warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory. The parties agree to do such further acts and things as may be necessary to give effect to the foregoing. This Agreement may be signed in one or more counterparts which shall together comprise one and the same document. This Agreement may also be delivered by telecopier which delivery shall be deemed to be valid and sufficient.

4.2      Each party acknowledges and understands that they have the right to consult with legal counsel of their choice concerning the terms, execution and effect of this Agreement and have done so or, in their own discretion, have chosen not to seek such advice. Each party represents to the other that they have had an opportunity to review this Agreement, that they have read and understand this Agreement, and that they are fully aware of the contents of this Agreement and of its legal effect. Each party hereby represents and warrants to the other that this Agreement is executed voluntarily and without duress or undue influence on the part of or on behalf of any person, firm or corporation.

4.3      The parties shall promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance which may be reasonably necessary or advisable to carry out fully the intent of this Agreement or to record wherever appropriate the respective interests from time to time of the parties in the Property.

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4.4      This Agreement shall be construed in accordance with the laws in force from time to time in the Province of British Columbia.

IN WITNESS WHEREOF the Vendor has hereunto set his hand, and the corporate seal of the Purchaser has hereunto been affixed in the presence of its duly authorized officers in that behalf, as of the day and year first above written.

	STORM CAT ENERGY CORP.
	By:	/s/ Xxxxx Xxxxxxxxx
	Xxxxx Xxxxxxxxx, President
/s/ Xxxxxxx Xxxxxxxxx
Witness
Xxxxxxx Xxxxxxxxx
Name
0000 Xxxx Xxxxxx
Xxxxxxx
Xxxxxxxxx, XX
	XXXXXXXX CORPORATION
	By:	/s/ Xxx Xxxxx
	Xxx Xxxxx, Vice-President (Exploration)
/s/ Xxxxxxx Xxxxxxxxx
Witness
Xxxxxxx Xxxxxxxxx
Name
0000 Xxxx Xxxxxx
Xxxxxxx
Xxxxxxxxx, XX

SCHEDULE "A"

THIS IS SCHEDULE "A" to the Mineral Property Acquisition Agreement made as of the 20th day of February 2004 between Storm Cat Energy Corp. and Delbrook Corporation.

Property	Expediente	Registered	Claim Type	Size	Province
Name	No.	Holder		(Hectares)
	(File No.)
Diamante 1	407.929/03	X. Xxxxxxxxx	Manifestacion	2,900	Santa Xxxx
			de Descubrimient
CV2	407.930/03	X. Xxxxxxxxx	Manifestacion	3,000	Santa Xxxx
			de Descubrimient
Pilquin 1	28.031-M-2003	X. Xxxxxxxxx	Manifestacion	1,475	Rio Negro
			de Descubrimient
Pilquin 12	28.042-M-2003	X. Xxxxxxxxx	Manifestacion	2,920	Rio Negro
			de Descubrimient
Pilquin 13	28.043-M-2003	X. Xxxxxxxxx	Manifestacion	2,965	Rio Negro
			de Descubrimient