0001193125-08-158068 Sample Contracts

Attention: Mr. Ken Berscht President
Acquisition Agreement • July 25th, 2008 • Sterling Mining CO • Metal mining

The purpose of this letter agreement (together with all schedules, exhibits and amendments, if any, this “Agreement”) is to confirm and set forth the offer by Minco Silver Corporation (“Minco Silver”) to Sterling Mining Company (“Sterling”), on the basis of the terms set out below (the “Transaction”). Although this Agreement is intended to bind the parties, it is agreed that the terms set forth below will provide the basis upon which Minco Silver and Sterling will negotiate in good faith a definitive agreement regarding the Transaction (the “Definitive Agreement”) which will supersede this Agreement, and which is a condition of our completing the Transaction.

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