CONSULTING AGREEMENT

A.

The Company is carrying on business as a mineral resource exploration and development company;

B.

The Company is in the process of acquiring the mineral property known as the Reno Creek Property (the “ Property ”) through the acquisition of AUC LLC, a private Delaware company, (the “ Transaction” ) pursuant to a letter agreement between the Company, the Consultant and Strathmore Resources (U.S.) Ltd. (the “ Purchase Agreement” );

C.

Part and parcel to the Transaction, the Company and the Consultant have entered into a letter agreement whereby the Consultant has agreed to sell and the Company has agreed to purchase certain assets and terminate certain interests in the Property held by the Consultant (the “ Letter Agreement” ), and pursuant to the terms of the Letter Agreement, the Company and the Consultant have agreed to enter into this Agreement;

D.

The Company wishes to retain the services of the Consultant to assist the Company with the Transaction and in the evaluation, exploration, development of the Property, as further detailed in Schedule “A” and such related services as the Company may request from time to time; and

E.

The Consultant’s representatives, Robert Richard and Raymond Foucault (collectively the “ Consultant’s Designated Representatives” ), are directors or employees of the Consultant and are qualified to provide the services on behalf of the Consultant.

1.

ENGAGEMENT OF CONSULTANT

1.1

The Consultant hereby agrees, commencing on the date of the Letter Agreement to provide consulting services with respect to those matters described in Schedule “A” (the “ Services ”) when requested by the Company. The Consultant will also perform

additional services that are requested by the Company and accepted by the Consultant. The Consultant will report to the board of directors of the Company.

1.2

The Consultant will perform the Services in an efficient, competent, timely and professional manner and provide the standard of care, skill, and diligence normally provided by competent professionals in the performance of services similar to that contemplated by this Agreement.

1.3

During the term of this Agreement, the Consultant will devote so much time and attention as is required to complete, or cause the completion of, the services on a timely basis.

2.

COMPENSATION AND EXPENSES

2.1

As consideration for providing the Services in accordance with the terms of Schedule “A”, the Company, beginning July 15, 2009, will pay the Consultant US$30,000 per month payable in advance. Such compensation, together with any additional compensation that may be paid in accordance with section 2.2 below will be the sole compensation for the Consultant.

2.2

The Company will reimburse the Consultant for all pre-authorized expenses actually and properly incurred by the Consultant in connection with the provision of Services provided that the Company, in its sole discretion, agrees that such expenses were actually and properly incurred and further provided that the Consultant furnishes receipts to the Company in respect of such expenses.

2.3

Except as otherwise provided herein, the Consultant will prepare and submit monthly to the Company a detailed statement of expenses. The statement will set forth the number of days the Consultant performed Services and will be accompanied by evidence substantiating expenses incurred. Subject to verification by the Company, payment of expense amounts due will be made by the Company within thirty (30) days after receipt of such statements. Payment of fees for services shall be made on a monthly basis.

3.

TERM

3.1

This Agreement shall commence on the date of the Letter Agreement (the “ Effective Date ”) and shall terminate on the earlier of the termination of the Transaction or the completion of the Transaction, unless earlier terminated upon the mutual written agreement of the parties. This Agreement may be renewed at the option of the parties on terms to be mutually negotiated and agreed by the parties.

4.

NATURE OF THE RELATIONSHIP

4.1

The Consultant shall at all times be an independent contractor and not the servant or agent of the Company. No partnerships, joint venture or agency will be created or will be deemed to be created by this Agreement or by any action of the parties under this Agreement.

4.2

The Consultant shall not be an agent, servant or employee of the Company or represent itself to be with the Company. The Consultant shall be an independent contractor with control over the manner and means of its performance. Neither the Consultant nor its employees or agents shall be entitled, as a result of or pursuant to this Agreement, to rights or privileges applicable to employees of the Company including, but not limited to, liability insurance, group insurance, pension plans, holiday paid vacation and other benefit plans which may be available from time to time between the Company and its employees.

4.3

The Consultant shall be responsible for the management of its employees, if any, and without limiting the generality of the foregoing, shall be responsible for payment to the proper authorities of all employment insurance premiums, Canada Pension Plan contributions, Worker’s Compensation premiums and all other employment expenses for all of the Consultant’s employees, as applicable.

4.4

The Consultant acknowledges that as an independent contractor, the Consultant will not qualify for any assistance under the Employment Insurance Act (Canada) or any similar legislation in the United States.

5.

NON-DISCLOSURE AND AREA OF INTEREST

5.1

Except pursuant to Section 5.2 below, all information made available to the Consultant by the Company, to the Company by the Consultant and all information created by the Consultant for the Company (collectively the “Information”) will be for the exclusive benefit of the Company and remain the proprietary asset of the Company. The Consultant and its directors, officers and employees will keep and ensure that all Information will remain confidential and will not disclose the same to any third party. Notwithstanding the expiry or termination of this Agreement, this provision will continue in full force and effect until the earlier of the date on which the Information becomes in the public domain (other than by breach of this Agreement) or for a period of two (2) years.

5.2

In the event the Company does not complete the Transaction, all information created by the Consultant for the Company or made available to the Company by the Consultant (the “Consultant Information”), will remain the proprietary asset of the Consultant and be returned to the Consultant within seven days of the termination of the Transaction