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MINERAL
PROPERTY OPTION AGREEMENT
THIS AGREEMENT made
as of the ___ th day of July, 2007.
BETWEEN :
(the
"Optionor")
OF THE FIRST
PART
AND :
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BLACK HAWK
EXPLORATION, a Nevada
corporation with its business office located at 8391 Beverly Blvd.,
#305 Los Angeles CA, 90048.
(the "Optionee")
OF THE SECOND
PART
WHEREAS :
A. The Optionor is the owner of certain mineral
claims known as the Sand Lake North Property (the "Property"), more
particularly described in Schedule "A" attached hereto;
B. The Optionor has agreed to grant an exclusive
option to the Optionee to acquire an undivided 100% interest in and
to the Property subject only to the Royalty, on the terms and
conditions hereinafter set forth;
NOW THEREFORE
THIS AGREEMENT WITNESSES that
in consideration of the sum of $10.00 now paid by the Optionee to
the Optionor (the receipt and sufficiency of which is hereby
acknowledged), the parties agree as follows:
DEFINITIONS
1. For the purposes
of this Agreement the following words and phrases shall have the
following meanings, namely:
(a) "Option" means the option to acquire up to a
undivided 100% interest in and to the Property as provided in this
Agreement;
(b) "Option Period" means the period from the
date of this Agreement to and including the date of exercise or
termination of the Option;
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(c) "Property" means the mineral claims
described in Schedule "A" hereto including any replacement or
successor claims, and all mining leases and other mining interests
derived from any such claims. Any reference herein to any mineral
claim comprising the Property includes any mineral leases or other
interests into which such mineral claim may have been
converted;
(d) "Property Rights" means all licenses,
permits, easements, rights-of-way, certificates and other approvals
obtained by either of the parties either before or after the date
of this Agreement and necessary for the exploration of the
Property, or for the purpose of placing the Property into
production or continuing production therefrom;
(e) "Royalty" means the net smelter returns
royalty and the gross overriding royalty of 2% payable to the
Optionor under this Agreement, which Royalty shall be calculated
and payable in the same manner as the Underlying Royalty;
(f) "Royalty Holder" means the Optionor under
this Agreement; and
(g) "Shares" means the 100,000 common shares in
the capital of the Optionee to be issued to the Optionor, pursuant
to the exercise of the Option.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE OPTIONOR
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(iii) the mineral claims comprising the Property
have been duly and validly located and recorded pursuant to the
laws of the jurisdiction in which the Property is situate and are
in good standing with respect to all filings, fees, taxes,
assessments, work commitments or other conditions on the date
hereof and until the dates set opposite the respective names
thereof in Schedule "A" hereto;
(iv) there are not any adverse claims or
challenges against or to the ownership of or title to any of the
mineral claims comprising the Property, nor to the knowledge of the
Optionor is there any basis therefor, and there are no outstanding
agreements or options to acquire or purchase the Property or any
portion thereof, and other than the Royalty, no person has any
royalty or other interest whatsoever in production from any of the
mineral claims comprising the Property;
(v) it has been duly incorporated, amalgamated
or continued and validly exists as a corporation in good standing
with respect to the filing of its annual reports under the laws of
its jurisdiction of incorporation, amalgamation or
continuation;
(vi) it has duly obtained all corporate
authorizations for the execution of this Agreement and for the
performance of this Agreement by it, and the consummation of the
transactions herein contemplated will not conflict with or result
in any breach of any covenants or agreements contained in, or
constitute a default under, or result in the creation of any
encumbrance under the provisions of the Articles or the constating
documents of the Optionor or any shareholders' or directors'
resolution, indenture, agreement or other instrument whatsoever to
which the Optionor is a party or by which it is bound or to which
it or the Property may be subject;
(vii) no proceedings are pending for, and the
Optionor is unaware of any basis for the institution of any
proceedings leading to, the dissolution or winding up of the
Optionor or the placing of the Optionor into bankruptcy or subject
to any other laws governing the affairs of insolvent corporations;
and
(viii) the Property is not the whole or
substantially the whole of the undertaking of the Optionor.
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(b) The representations and warranties contained
in this section are provided for the exclusive benefit of the
Optionee, and a breach of any one or more thereof may be waived by
the Optionee 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 this section shall survive the execution of this
Agreement and of any transfers, assignments, deeds or further
documents respecting the Property.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
OPTIONEE
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(v) the Shares will, at the time of delivery to
the Optionor, be duly authorized and validly allotted and issued as
fully paid and non-assessable common shares, free of any liens,
charges or encumbrances other than resale restrictions under Rule
144 of the Exchange Act of 1934 (United States);
(b) The representations and warranties contained
in this section are provided for the exclusive benefit of the
Optionor and a breach of any one or more thereof may be waived by
the Optionor 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 this section shall survive the execution hereof.
GRANT AND
EXERCISE OF OPTION
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4. (a) The Optionor
hereby grants to the Optionee the sole and exclusive right and
option to acquire a 100% undivided interest in and to the Property,
free and clear of all charges, encumbrances and claims, except for
the Royalty.
(b) The Option shall be exercised by the
Optionee making the following cash and Share issuances to the
Optionor:
(i) $44,000 cash and 25,000 Shares upon signing
of this Agreement
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(ii) $12,000 cash and 25,000 Shares on or before
April __, 2008;
(iii) $16,000 cash and 25,000 Shares on or
before April__, 2009;
(iv) $25,000 cash and 25,000 Shares on or before
April __, 2010; and
(v) $35,000 cash on or before April__, 2011.
(c) If and when the Option has been exercised, a
100% undivided right, title and interest in and to the Property
shall vest in the Optionee, free and clear of all charges,
encumbrances and claims except for the Royalty.
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TRANSFER OF PROPERTY
5. The Optionor
shall, forthwith after the exercise of the Option, file duly
executed transfers of the 100% interest in the Property which shall
have been acquired by the Optionee, subject only to the
Royalty.
RIGHT OF
ENTRY
6. Throughout the
Option Period the directors and officers of the Optionee and its
servants, agents and independent contractors, shall have the sole
and exclusive right in respect of the Property to:
(a) enter thereon;
(b) have exclusive and quiet possession
thereof;
(c) do such prospecting, exploration,
development and other mining work thereon and thereunder as the
Optionee in its sole discretion may determine advisable;
(d) bring upon and erect upon the Property such
buildings, plant, machinery and equipment as the Optionee may deem
advisable; and
(e) remove therefrom and dispose of reasonable
quantities of ores, minerals and metals for the purposes of
obtaining assays or making other tests.
OBLIGATIONS OF THE OPTIONEE DURING OPTION
PERIOD
7. During the Option
Period the Optionee shall be the operator of the Property and
shall:
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(a) maintain in good
standing those mineral claims comprising the Property by the doing
and filing of assessment work or the making of payments in lieu
thereof, by the payment of taxes and rentals, and the performance
of all other actions which may be necessary in that regard and in
order to keep such mineral claims free and clear of all liens and
other charges arising from the Optionee's activities thereon except
those at the time contested in good faith by the
Optionee;
(b) duly record all
exploration work carried out on the Property by the Optionee as
assessment work;
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(c) permit the directors, officers, employees
and designated consultants of the Optionor, at their own risk and
expense, access to the Property at all reasonable times, and the
Optionor agrees to indemnify the Optionee against and to save it
harmless from all costs, claims, liabilities and expenses that the
Optionee may incur or suffer as a result of any injury (including
injury causing death) to any director, officer, employee or
designated consultant of the Optionor while on the Property;
(d) permit the Optionor, or its representative
duly authorized in writing, to visit and inspect the Property at
all reasonable times and intervals, and data obtained by the
Optionee as a result of its operations thereon, provided always
that the Optionor or its representative shall abide by the rules
and regulations laid down by the Optionee relating to matters of
safety and efficiency in its operations and, notwithstanding, the
Optionee shall be under no liability to the Optionor or its
representative for any personal injury, including death, or any
damage to property other than such as might be occasioned by or
through any negligence on the part of the Optionee, its servants or
agents;
(e) do all work on the Property in a good and
workmanlike fashion and in accordance with all applicable laws,
regulations, orders and ordinances of any governmental
authority;
(f) indemnify and save the Optionor harmless in
respect of any and all costs, claims, liabilities and expenses
arising out of the Optionee's activities on the Property, but the
Optionee shall incur no obligation hereunder in respect of claims
arising or damages suffered after termination of the Option if upon
termination of the Option any workings on or improvements to the
Property made by the Optionee are left in a safe condition and in
full compliance with requirements of all environmental laws and
regulations;
(g) permit the Optionor, at its own expense,
reasonable access to the results of the work done on the Property
during the last completed calendar year;
(h) deliver to the Optionor, forthwith upon
receipt thereof, copies of all reports, maps, assay results and
other technical data compiled by or prepared at the direction of
the Optionee with respect to the Property.
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TERMINATION OF OPTION
8. (a) The Option
shall terminate:
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