Exhibit 10
MINERAL PROPERTY OPTION AGREEMENT
THIS
AGREEMENT dated for reference June 26, 2008.
BETWEEN:
T.L. SADLIER-BROWN, with an office at 1209, 409 Granville
Street,
Vancouver, British Columbia, V6C 1T2 ;
(the "Optionor")
OF THE FIRST PART
AND:
LAKE FOREST MINERALS, INC., a company incorporated pursuant to
the
laws of the State of Nevada; Suite #4 - 711 South Carson
Street,
Carson City, Nevada, USA, 89701;
("LFM")
OF THE SECOND PART
W H E R E A S :
A. T.L. SADLIER-BROWN is the registered and beneficial owner of a
mineral
property claim group, which claims are more particularly described
in Schedule
"A" attached hereto which forms a material part hereof
(collectively, the
"Claims");
B. The Optionor has agreed to grant to LFM the sole and exclusive
right,
privilege and option to explore the Claims together with the sole
and exclusive
right, privilege and option to purchase the Claims upon the terms
and conditions
hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of
the mutual
covenants and provisos herein contained, THE PARTIES HERETO AGREE
AS FOLLOWS:
1. OPTIONOR REPRESENTATIONS
1.1 The Optionor represents and warrants to LFM that:
(a)
The Optionor is the
registered and beneficial owner of the Claims and
hold the right to explore and develop the Claims;
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(b)
The Optionor hold the
Claims free and clear of all liens, charges and
claims of others, and the Optionor have a free and unimpeded right
of
access to the Claims and have use of the Claims surface for the
herein
purposes;
(c)
The Claims have been
duly and validly located and recorded in a good
and miner-like manner pursuant to the laws of British Columbia and
are
in good standing in British Columbia as of the date of this
Agreement;
(d)
There are no adverse
claims or challenges against or to the Optionor
ownership of or title to any of the Claims nor to the knowledge of
the
Optionor is there any basis therefore, and there are no
outstanding
agreements or options to acquire or purchase the Claims or any
portion
thereof;
(e)
The Optionor has the
full right, authority and capacity to enter into
this Agreement without first obtaining the consent of any other
person
or body corporate and the consummation of the transaction
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
any indenture, agreement or other instrument whatsoever to
which
either Optionor is a party or by which they are bound or to which
they
are subject; and
(f)
No proceedings are
pending for, and the Optionor is unaware of any
basis for, the institution of any proceedings which could lead to
the
placing of the Optionor in bankruptcy, or in any position similar
to
bankruptcy.
1.2 The representations and warranties of the Optionor set out in
paragraph 1.1
above form a part of this Agreement and are conditions upon which
LFM has relied
in entering into this Agreement and shall survive the acquisition
of any
interest in the Claims by LFM.
2. LFM'S REPRESENTATIONS
LFM warrants and represents to the Optionor that it is a body
corporate, duly
incorporated under the laws of the State of Nevada with full power
and absolute
capacity to enter into this Agreement and that the terms of this
Agreement have
been authorized by all necessary corporate acts and deeds in order
to give
effect to the terms hereof.
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3. GRANT OF OPTION
The Optionor hereby give and grant to LFM the sole and exclusive
right and
option to acquire a l00% undivided right, title and interest in and
to the
Claims (the "Option"), subject to a 2% net smelter returns royalty
reserved in
favour of the Optionor, by performing the acts and deeds and paying
the sums
provided for in paragraph 4.
4. CONSIDERATION FOR THE GRANT OF OPTION
4.1 In order to keep the Option granted to LFM in respect of the
Claims in good
standing and in force and effect, LFM shall be obligated to:
Cash
Payments
(a)
Pay to the Optionor a
total of $15,000 in the following manner:
(i) $2,500 by June 30,
2008;
(ii) an additional $5,000 by June 30, 2009; and
(iii) an additional $7,500 by June 30, 2010;
4.2 In order to keep the Option granted to LFM in respect of the
Claims in good
standing and in force and effect, the Optionor shall be obligated
to:
Property Payments and Assessment Work
(b)
Pay, or cause to be
paid, on behalf of LFM, all Claims payments and
fees associated with filing assessment work required to keep
the
Claims, pursuant to the laws of British Columbia, and this Option
in
good standing during the term of this Agreement.
5. COVENANTS OF LFM
5.1 LFM shall perform all work on the Claims in a miner-like manner
and shall
comply with all laws, regulations and permitting requirements of
Canada and the
Province of British Columbia including compliance with all:
(a)
environmental
statutes, guidelines and regulations;
(b)
work permit conditions
for lakes and streams; and
(c)
work restrictions
relating to forest fire hazards.
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6. RIGHT TO ABANDON PROPERTY INTERESTS
Should LFM, in its sole discretion, determine that any part of the
Claims no
longer warrants further exploration and development, then LFM may
abandon such
interest or interests without affecting its rights or obligations
under this
Agreement, so long as LFM provides the Optionor with 30 days notice
of its
intention to do so. Upon receipt of such notice, the Optionor may
request LFM to
retransfer the title to such interest or interests to them, and LFM
hereby
agrees to do so, and upon expiry of the 30 days, or upon the
earlier transfer
thereof, such interests shall cease to be part of the Claims for
the purposes of
this Agreement.
7. TERMINATION OF OPTION
7.1 Subject to paragraph 7.2, the Option shall terminate if LFM
fails to make
the required cash payments or to complete required assessment work
in accordance
with paragraph 4.1 herein within the time periods specified
therein. LFM, when
it has paid the sum of $2,500 as provided for in subparagraph
4.1(a) hereof, may
terminate this Option by giving the Optionor 30 days' notice.
7.2 If LFM shall be in default of any requirement set forth in
paragraph 4.1
herein, the Optionor shall give written noti
