MINING LEASE WITH OPTION TO PURCHASE

Exhibit 10.1

MINING LEASE WITH OPTION TO PURCHASE

THIS MINING LEASE AGREEMENT MADE AND ENTERED INTO on this 30 ^th day of September, 2009, by and between:

Frank J. Montonati and Don Laeding natural persons and their respective corporate entities more specifically described in Exhibit A, (hereinafter referred to as “Lessor”)

And

Colorado Goldfields Inc. , a Nevada corporation (hereinafter referred to as “Lessee,” or “Company”).

IN CONSIDERATION of SEVENTY FIVE MILLION (75,000,000) RESTRICTED SHARES OF COLORADO GOLDFIELDS INC. CLASS A COMMON STOCK and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor does hereby grant, demise and let exclusively unto Lessee for the duration and for the purposes herein specified, all of Lessor’s right, title and interest in and to the mining claims described in Exhibit A referred to as the “Leased Premises.”

I. EXCLUSIVE RIGHTS GRANTED

1. The Leased Premises are hereby leased exclusively to Lessee and its successor-in-interest for the following purposes, all or any of which may be performed by Lessee in such manner and at such time or times as Lessee may determine in its absolute discretion, subject to the terms hereof:

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II. TERM OF LEASE

2. The term of this Mining Lease shall be for three (3) years from the effective date set forth above, and may be renewed by Lessee for successive three (3) year periods upon substantially the same terms and provisions as set forth herein based upon the then-capital structure of the Lessee, until declared forfeited and canceled by Lessor or relinquished by Lessee as provided herein. Lessee shall give Lessor written notice of each renewal at least thirty (30) days prior to expiration of the respective three-year term. This Mining Lease shall automatically renew and continue so long as ores, minerals, or metals are produced or sold from the Leased Properties on a continuous basis.

III. ADVANCE ROYALTY AND WORK COMMITMENT

3.1 A portion of the “restricted” stock received by Lessor shall constitute an Advance Royalty paid the Lessor as initial consideration upon execution of this Mining Lease. A portion of such stock shall further constitute the minimum advance royalty on or before the anniversary date of each succeeding lease year.

3.2 Lessee shall be entitled to a credit not to exceed $25,000 over the 3-year term of this Mining Lease, of all such Royalties paid against Production Royalties otherwise owing to Lessor pursuant to Article IV of this Lease. The advance royalty credit shall not be applied until after the first full year of production, or total Production Royalties paid to Lessor pursuant to Article IV exceed $275,000, which ever occurs first.

3.3 Lessee shall perform exploration, mining, development, production, processing or any other activity (“work” herein) which benefits the Leased Premises at a minimum cost of $150,000 for the first year, $200,000 for the second year, and $250,000 for the third year of this Mining Lease and commencing on the date of this Lease. All work on other lands within 500 feet of the boundary of any portion of the Leased Premises shall be deemed to benefit the Leased Premises for the work commitment if such work is part of an overall plan or project that includes the Leased Premises. All costs expended for work in excess of $600,000 for any three (3) year term shall accrue and be applied to the work commitment for the next successive 3-year term only; however, the maximum amount that can so accrue for the next succeeding lease term shall be no more than $600,000.

3.4 In the event that Lessee does not perform work in the amount of the entire minimum expenditure required for the applicable year (which amount will include any excess amount accrued from the prior three year term), Lessee shall pay Lessor the amount of any such shortage in cash or cash equivalents, including additional shares of Company stock. Within 30 days after the end of each three (3) year term, Lessee shall submit an accounting report of the expenditures toward the work commitment and a report containing factual, non-interpretive data concerning the work of Lessee during the preceding 3-year term. On or before November 30 of each year, a separate one-year report shall be prepared and furnished to Lessor containing factual, non-interpretive data concerning work of Lessee, if any, during the preceding calendar year.

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3.5 The breach, by Lessee, of paragraphs 3.3 and/or 3.4 above shall entitle Lessor to immediately terminate the Lease and in such event, Lessor waives the right to sue for monetary damages.

3.6 Lessee shall provide work progress reports to the Lessor on a quarterly basis.

IV. PRODUCTION ROYALTY

4.1 In addition to the consideration set forth herein, Lessee shall pay Lessor a Five Percent (5%) Net Smelter Royalty on all mineral bearing ores.

4.2 The payment of Production Royalty shall be made not more than 45 days after the close of the month during which the payment is received from the smelter or buyer on which such Royalty is calculated.

4.3 “Net Smelter Returns” shall mean the net amount of money received by Lessee from the sale of Leased Substances to a smelter, refinery or other buyer, after deduction of costs of transportation to point of sale and costs of any concentration of Leased Substances prior to delivery to the smelter, refinery or other buyer, and less the deduction of all cost, penalties or charges required by said smelter, refinery or other buyer to be paid by Lessee as a condition of sale. In the event a Leased Substance is sold to any buyer other than a smelter, all costs incurred by Lessee after mining for processing or treating such substances, including refining, shall be deductible costs. It is expressly intended that any money received by Lessee from existing tailings and/or dump material be included in the royalty calculation.

4.4 The payment of Production Royalty shall be made not more than 45 days after the close of the month during which the payment is received from the smelter or buyer on which such Royalty is calculated.

4.6 Lessee shall be entitled to credit all Advance Royalty payments paid to Lessor pursuant to Article III Paragraph 3.2 of this Mining Lease against all Production Royalties payable to Lessor under this Article IV.

4.5 All Leased Substances which the Lessee chooses to market shall be marketed at the best terms reasonably obtainable, with due regard to freight differentials, and if such ores or concentrates or other products shall be treated at a smelter or refinery of Lessee, the smelter or refinery schedules used for determining the Net Smelter Returns thereon shall not be less favorable than the terms and conditions either being offered to others or being contracted with others at the time for products of like character and in similar quantities for delivery to Lessee’s smelters or refineries.

4.7 If ores or concentrates produced from the Mining Properties are refined or smelted at a facility owned by the Lessee, then the royalty interest of the Lessor provided for herein may be computed on the basis of the value of such concentrate or shipment at the input side of such facility. The value shall be mutually agreed. If such value cannot be agreed upon, it shall be the highest price which can be obtained by shipping such ores or concentrate to a smelter willing to buy the same, taking into consideration the cost of transportation to the smelter and smelter costs and penalties.

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4.8 By thirty (30) days’ written notice to the Lessee, the Lessor from time to time may elect to take its royalty interest in gold and silver in kind. In such event, the amount of the production shall be computed on the basis of the value thereof at the input of the smelter (either owned by the Lessee or otherwise), divided by the price thereof as above determined for gold or the Johnson Matthey quoted price for silver.

4.9 The Lessor may request the smelter or other ore-purchasing agency to deliver said royalty interest in production directly to the Lessor or retain possession of such interest at the smelter for future sale.

4.10 In the event of discovery of ore bodies containing over 5 ounces per ton containing free gold which can be feasibility mined separately, or specimen quality minerals which require individual extraction, then the Net Smelter Royalty paid to Lessor shall be Twenty Percent (50%).

V. INSPECTION, REPORTS, BOOKS AND RECORDS

5.1 Lessor, or its duly authorized agent or representative, shall be permitted to enter into or upon the Leased Premises for the purpose of inspection, at all reasonable times during business hours, after 48 hours advance notice in writing to Lessee. Lessor shall enter upon said Leased Premises at Lessor’s own risk and so as not to hinder the operations of Lessee. Lessor shall indemnify and hold harmless Lessee from any damage, claim or demand arising from the entry or inspection by Lessor or its agent or representatives, or any of them, on the Leased Premises or the approaches thereto.

5.2 The books and records of Lessee insofar as they relate to operations on the Leased Premises pursuant to this Mining Lease shall be open to inspection and copying by Lessor or its duly authorized representatives, at the expenses of Lessor, during regular business hours, after 48 hours advance request in writing to Lessee. Within twenty-four (24) months after the end of each calendar year, Lessor may at its sole cost and expense make or have made an audit of the accounts and records of Lessee concerning operations on the Leased Premises for that calendar year; provided that Lessor may audit the accounts for a calendar year only once and provided further that Lessor must notify Lessee in writing of its intention to cause such an audit to be made sixty (60) days in advance of such date.

VI. DATA ON THE PROPERTY

6. Upon execution of this Mining Lease, Lessor will provide Lessee with access to all data concerning the Leased Premises then in possession of Lessor or its agents. Lessee shall have the right to make and remove copies of all such data at the expense of Lessee, but Lessee shall not remove original documents without written consent of Lessor. Lessee hereby acknowledges that Lessor has provided all data in its possession.

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VII. PROTECTION FROM LIENS, DAMAGES AND LIABILITY

7.1 Lessee shall keep the Leased Premises free and clear of liens for labor done or performed or materials furnished on or for the development or operation of the Leased Premises under this Mining Lease. Lessee will not be considered in breach of this provision so long as Lessee, in good faith, contests the validity of any liens or claims against the Leased Premises.

7.2 Lessee shall indemnify and shall hold harmless Lessor and all of Lessor’s partners, agents, and employees, and each of them, from and against any and all obligations, debts, loss, damage, claims, demands, suits, controversies, costs, fees, liens, encumbrances, and liabilities whatsoever, including attorneys’ fees, in any way resulting from or arising out of any failure by Lessee to abide by any material term of the Mining Lease or any negligent or intentional act or omission by Lessee’s contractors arising out of or in connection with the operations and activities of Lessee hereunder, or out of its possession and occupancy of the Leased Premises, including environmental