MINING LEASE AND OPTION TO PURCHASE AGREEMENT

Mining Lease and Option to Purchase Agreement

               This Mining Lease and Option to Purchase Agreement (“Agreement”) is made and entered into by and between Scoonover Exploration, a Nevada Limited Liability Company (“Owner”), and Romarco Minerals U.S. Inc., a Nevada corporation (“Romarco”).

Recitals

A.            Owner owns the unpatented mining claims collectively known as the DS and GM unpatented mining claim group situated in Eureka County, Nevada, more particularly described in Exhibit A attached to and by this reference incorporated in this Agreement (collectively the “Property”).

B.            Owner and Romarco are parties to the Letter Agreement dated effective October 20, 2004, pursuant to which the parties agreed upon the terms and conditions for the purchase and sale of the Property.

C.            Owner desires to lease the Property to Romarco and to grant to Romarco the option to purchase the Property on the terms and conditions of this Agreement.

               Now, therefore, in consideration of their mutual promises, the parties agree as follows:

1.            Definitions. The following defined terms, wherever used in this Agreement, shall have the meanings described below:

                1.1            “Area of Interest” means the geographic area within the exterior boundaries of the Properties.

                1.2            “Closing Date” means the date on which Romarco’s purchase of the Property is closed in accordance with Section 5.

               1.3            “Effective Date” means October 20, 2004.

                1.4            “Governmental Regulations” means all directives, laws, orders, ordinances, regulations and statutes of any federal, state or local agency, court or office.

               1.5            “Interest Rate” means LIBOR plus two percent (2%) per annum.

                1.6            “Lease Year” means each one (1) year period following the Effective Date and each anniversary of the Effective Date.

                1.7            “Minerals” means all minerals and mineral materials, including gold, silver, platinum and platinum group metals, base metals (including antimony, chromium, cobalt, copper, lead, manganese, mercury, nickel, molybdenum, titanium, tungsten, zinc), and other metals and mineral materials which are on, in or under the Property.

                1.8            “Net Smelter Returns” means the net smelter returns from the production of Minerals from the Property as calculated and determined in accordance with Exhibit 1 to the conveyance to be executed and delivered in accordance with Section 5.5.

               1.9            “Option” means the Option granted by Owner to Romarco to purchase the Property.

                1.10            “Owner” means Scoonover Exploration, a Nevada Limited Liability Company, and its successors and assigns.

               1.11            “Payments” means the payments payable by Romarco in accordance with Section 4.1.

                1.12            “Property” means the unpatented mining claims collectively known as the DS and GM unpatented mining claim group situated in Eureka County, Nevada, plus any additional unpatented mining claims which are made subject to this Agreement in accordance with its terms.

               1.13            “Purchase Price” means the purchase price for the Property described in Section 5.

                1.14            “Romarco” means Romarco Minerals U.S. Inc., a Nevada corporation, and its successors and assigns.

                1.15            “Royalty” means the production royalty payable by Romarco to Owner in accordance with Section 4.2.

2.            Lease and Grant of Rights. Owner leases the Property to Romarco and grants Romarco the rights and privileges described in this Section.

                2.1            Lease. Owner leases the Property to Romarco for the purposes of exploration for Minerals, provided, however, that Romarco shall have no right to construct, develop or operate a mine on the Property without first having exercised and closed the Option.

                2.2            Water Rights. Subject to the regulations of the State of Nevada concerning the appropriation and taking of water, Romarco shall have the right to appropriate and use water, to drill wells for the water on the Property and to lay and maintain all necessary water lines as may be required by Romarco in its operations on the Property. If Romarco acquires or files any application for appropriation or a permit, it shall cause each such application and permit to be taken jointly in the names of Owner and Romarco. On termination of this Agreement, except on Romarco’s exercise and closing of the Option, Romarco shall assign and convey to Owner all permits and water rights appurtenant to the Property which are acquired by Romarco during the term of this Agreement. If Romarco exercises and closes the Option, Owner shall assign and convey to Romarco all permits and water rights appurtenant to the Property.

3.            Term . The initial term of this Agreement shall commence on the Effective Date and shall expire twenty (20) years after the Effective Date, unless this Agreement is sooner terminated, canceled or extended. Romarco shall have the right to extend this Agreement for additional one (1) year terms, provided that Romarco has fully performed all of its obligations under this Agreement and is conducting exploration or pre-development activities on the Property on the expiration of the term

immediately preceding the extension term. Romarco shall deliver written notice to Owner of Romarco’s intent to extend this Agreement.

4.            Payments.

                4.1            Minimum Advance Royalty Payments . On the dates described below, Romarco shall pay to Owner the sums described below:

               The foregoing payments shall be minimum advance Royalty payments and shall be credited cumulatively in favor of Romarco against its obligation to pay the Royalty prescribed in Section 4.2. The foregoing cash Payments shall not be credited against the Purchase Price. Owner acknowledges that Romarco has reimbursed Owner the sum of $9,168.50 to cover the cost of filing and recording the initial 13 “DS” and 18 “GM” claims, and for the Federal annual mining claim maintenance fees for those claims for the annual assessment year September 1, 2004, to September 1, 2005. Romarco agrees to pay to Owner on execution of this Agreement the sum of $263.50 representing reimbursement of the recording fees for recording of the notice of intent to hold for the unpatented mining claims. The costs reimbursed by Romarco to Owner shall not be credited against the Purchase Price or the Royalty.

                4.2            Production Royalty. Romarco shall pay to Owner a production royalty based on the Net Smelter Returns from the production or sale of Minerals from the Property, including any additions to the Property resulting from the parties’ location of unpatented mining claims in the Area of Interest. The Royalty percentage rate shall be three percent (3%). Romarco shall have the option to purchase the Royalty in accordance with the terms of the conveyance to be executed and delivered in accordance with Section 5.5.

                4.3            Method of Payment. Except as otherwise provided in this Agreement, all payments by Romarco to Owner shall be paid by check or wire transfer to an account designated by Owner.

                4.4            Late Charge and Interest. If Romarco does not timely pay any Payment or any other amount payable by Romarco under this Agreement within ten business (10) days after the date on which such payment is due, Romarco shall pay interest on such overdue amount at the greater of the Interest Rate or ten percent (10%) per annum. If any Payment or other amount payable by Romarco remains delinquent for a period in excess of thirty (30) days, Romarco shall pay to Owner, in addition to the late charge, interest from and after the due date at the Interest Rate.

               4.5            Currency. All sums referred to in this Agreement are in United States currency.

5.            Option. Owner grants to Romarco the exclusive right to purchase the Property, subject to the Royalty reserved by Owner and subject to Romarco’s obligations under the conveyance executed and delivered by Owner on the closing of the Option. Romarco may exercise the Option at any time after Romarco commits to commence development of a mine or mining on the Property or completes a positive feasibility study for development or mining on the Property. The Purchase Price for the Property shall be Five Thousand Dollars ($5,000.00) .

                5.1            Notice of Election. If Romarco elects to exercise the Option, Romarco shall deliver written notice to Owner. On Owner’s receipt of Romarco’s notice of exercise of the Option, the parties shall make diligent efforts to close the conveyance of the Property, as applicable, within thirty (30) days after Owner’s delivery of the notice.

                5.2            Real Property Transfer Taxes. Romarco shall pay the real property transfer taxes, if any, the costs of escrow and all recording costs incurred in closing of the Option. The parties acknowledge that there are presently no real property transfer taxes assessed on the transfer of title to unpatented mining claims, including the unpatented mining claims which constitute the Property.

                5.3            Proration of Taxes. Payment of any and all state and local real property and personal property taxes levied on the Property and not otherwise provided for in this Agreement shall be prorated between the parties as of the closing of any transaction on the basis of a thirty (30) day month. The parties acknowledge that there are presently no real property taxes assessed against unpatented mining claims, including the unpatented mining claims which constitute the Property.

                5.4            Payment on Closing. On closing of the Option, Romarco shall pay the Purchase Price to Owner in cash or by wire transfer in accordance with Section 4.3

                5.5            Conveyance on Closing. If Romarco exercises and closes the Option, Owner shall execute and deliver to Romarco a conveyance of the Property which contains the reservation of the Royalty and obligates Romarco to make the Payments in the form of Exhibit B attached to and by this reference incorporated in this Agreement. On the closing of the Option, the parties shall complete the conveyance by inserting the description of all of the unpatented mining claims which comprise the Property on closing of the Option. The execution, delivery and recording of the conveyance shall not constitute a merger of Romarco’s obligations under this Agreement which shall survive the closing of the Option. Owner and Romarco shall execute and deliver such other written assurances and instruments as are reasonably necessary for the purpose of closing the purchase of the Property.

                5.6            Effect of Closing. On closing of the Option, Romarco shall own the Property, subject to the Royalty reserved by Owner and Romarco’s obligations which survive exercise of the Option and the obligations stated in the conveyance of the Property.

6.            Compliance With The Law. Romarco shall, at Romarco’s sole cost, promptly comply with all Governmental Regulations relating to the condition, use or occupancy of the Property by Romarco, including but not limited to all exploration and development work performed by Romarco during the term of this Agreement. Romarco shall, at its sole cost, promptly comply with all applicable Governmental Regulations regarding reclamation of the Property and Romarco shall defend, indemnify and hold harmless Owner from any and all actions, assessments, claims, costs, fines, liability and penalties arising from or relating to Romarco’s failure to comply with any applicable Governmental

Regulations. Owner agrees to cooperate with Romarco in Romarco’s application for governmental licenses, permits and approvals, the costs of which Romarco shall bear.

7.            Work Practices, Data, Reports and Operations.

               7.1            Work Practices. Romarco shall work the Property in a miner-like fashion.

                7.2            Inspection of Data. During the term of this Agreement, Owner shall have the right to examine and make copies of all data, including interpretative data, regarding the Property in Romarco’s possession during reasonable business hours and upon prior notice, provided, however, that the rights of Owner to examine such data shall be exercised in a manner that does not interfere with the operations of Romarco. On execution of this Agreement, Owner shall allow Romarco to inspect all data, including interpreted data, regarding the Property in Owner’s possession. Romarco shall have the right to make copies of any such data, subject to Romarco’s confidentiality obligations and the obligation to return such data on termination of this Agreement (except on Romarco’s exercise of the Option).

                7.3            Reports. On or before April 1 following each calendar year during which this Agreement is effective, Romarco shall deliver to Owner a comprehensive report, which includes all factual data, of all of Romarco’s activities conducted on the Property for the previous calendar year.

                7.4            Owner’s Data and Information. On execution of this Agreement and on request by Romarco, Owner shall make available for Romarco’s inspection and copying Owner’s data and information concerning the geology, geochemistry or other technical aspects of the Property and any abstracts of title, preliminary title reports or title insurance policies for the Property. Romarco may exercise its right to inspect and copy Owner’s data and information during Owner’s regular business hours and on reasonable advance notice from Romarco to Owner which shall be not less than ten (10) business days.

                7.5            Cross Mining . Romarco is granted the right to mine and remove Minerals and products of Minerals and other materials from the Property through or by means of shafts, openings or pits which may be in or upon adjoining or nearby lands owned or controlled by Romarco. Romarco may use the Property and any shafts, openings and pits on the Property for the mining, removal, treatment and transportation of ores and materials from adjoining or nearby lands, or for any purpose connected with such activities. Romarco shall have the right to treat or process, in any manner (including in situ or solution mining), any Minerals, products of Minerals or other materials mined or produced from the Property and from other lands. Such treatment may be conducted wholly or in part at facilities established or maintained on the Property or on other lands. The tailings and residue from such treatment shall be deemed waste and may be deposited on the Property or on other lands and Romarco shall have no obligation to remove such Waste from the Property nor to return to the Property Waste resulting from the processing Minerals, products of Minerals or other materials from the Property.

                7.6            Unitization . Romarco's operations on the Property and its operations on other lands may be conducted upon the Property and upon any and all such other lands as a single mining operation, to the same extent as if all such properties constituted a single tract of land.

                7.7            Stockpiling and Waste . Romarco shall have the right to stockpile on the Property or on other lands any Minerals, products of Minerals, waste or materials mined or produced from the Property at such place or places as Romarco may elect, without the obligation to remove them from where stockpiled or to return them to the Property. The stockpiling of Minerals or products of Minerals from the Property on other lands shall not be deemed a removal or shipment requiring payment in respect of Owner's interest. Romarco shall have the right to stockpile on the Property any ore, materials or waste mined or produced by Romarco from other lands without obligation to remove the same at any time. Owner agrees to recognize the rights and interests of others in such other ores, materials and waste stockpiled on the Property and to permit their removal by Romarco or the owner of such other ores, materials and wastes. Waste, overburden, surface stripping and other materials from the Property may be deposited on or off the Property. {

                7.8            Commingling. Romarco shall have the right to commingle Minerals, products of Minerals and other materials from the Property and ores and other materials from other properties. Romarco shall measure, assay and sample Minerals, products of Minerals and materials from the Property and materials and ores from other properties before commingling. Representative samples of Minerals, products of Minerals and other ore and other materials shall be retained by Romarco, and assays of these samples shall be made before commingling to determine the metal content of each ore. Romarco shall keep detailed records of the measurements, assays of metal content and gross metal content of the Minerals, products of Minerals and other ore and materials.

8.            Scope of Agreement. This Agreement shall extend to and include the unpatented mining claims described in Exhibit A which is part of this Agreement, and in the exhibits which are part of this Agreement, and all other interests, mining claims and property rights made part of and subject to this Agreement in accordance with this Section. All unpatented mining claims amended or located by Owner or Romarco which are withi