Option Agreement

Telephone: (604) 518-8294 

Facsimile: (604) 688-9611 

Re:  

Letter of Intent between Rodinia Minerals Inc. (the “Company”) and Cooper   Minerals, Inc. (“Cooper”) to enter into a formal Option Agreement for the   acquisition by the Company, through its wholly owned subsidiary Donnybrook   Platinum Resources Inc., a Wyoming corporation (“DPRI”), of a 100% interest,   subject only to a 3% Net Smelter Revenue royalty, in the Workman Creek Uranium   Deposit project comprised of the Lucky Stop #3 (BLM# AMC 349763) and WC2   (BLM# AMC 349804) unpatented lode mining claims located in Gila County,   Arizona (the “Vendors’ Claims”), together with the 31 staked claims more   particularly described in Schedule “A” attached hereto (the “Cooper Claims”) (the   Vendors’ Claims and the Cooper Claims are sometimes collectively referred to as   the “Claims”) together with the database of the Dripping Springs geological   uranium bearing unit, Gila County, Arizona in the possession of or controlled by   Cooper including, without limitation, the report in respect of the Claims prepared   by Dr. Joe Montgomery dated May 15, 2004 (the “Report”) (such database   including the Report referred to as the “Data”) (the Claims and the Data are   sometimes collectively referred to as the “Project”)  

(a)     

Cooper has acquired and holds a valid and subsisting undivided 100% right, title and interest in and to the Vendors’ Claims pursuant to the terms of that certain Purchase and Royalty Agreement between Cooper, as Purchaser, and Noel Cousins and Steven Van Ert, as Vendors, attached hereto as Schedule “B” (the “Underlying Agreement”), subject only to the reservation of a 3% Net Smelter

Revenue (the “NSR”) royalty by the “Vendors” as more particularly described in that certain Quitclaim Deed and Reservation of Royalty Interest between the “Vendors” and Cooper attached hereto as Schedule “C” (the “QD&RRI”);

(b)     

Cooper holds a valid and subsisting undivided 100% right, title and interest in and to the Cooper Claims subject only to the NSR;

(c)     

Cooper has acquired and holds a valid and subsisting right to the Data;

(d)     

the Report is in compliance with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects adopted by the Canadian Securities Administrators; and

(e)     

Cooper has agreed to grant an option to the Company to acquire a 100% right, title and interest in and to the Claims, subject only to the NSR, and in and to the Data, in consideration of cash payments totalling $135,000 to Cooper, a work program being carried out on the Claims aggregating US$2,000,000 over four years, the Company issuing an aggregate 2,500,000 of its Common Shares to the direction of Cooper and the Company assuming Cooper’s obligations under the Underlying Agreement including issuing warrants to purchase an aggregate 1,500,000 Common Shares of the Company to the “Vendors”, all as set forth herein;

(f)     

the Company is a reporting issuer whose Common Shares trade on the NEX board of the TSX Venture Exchange (“TSXV”), is in good standing under the laws of the Province of British Columbia with respect to Annual Report filings, has an authorized share structure of 100,000,000 Common Shares without par value, and has a fully diluted share structure as set forth in Schedule “D” attached hereto.

(a)     

the following cash payments must be made at the times specified;

(i)     

on execution of this LoI, $42,500 to Cooper, receipt of which is hereby acknowledged by Cooper, as reimbursement of 50% of the out-of-pocket expenses (“Expenses”) incurred by Cooper in connection with the Underlying Agreement ;

(ii)     

on the earlier of (1) 60 days after the date of this LoI and (2) 5 business days after the acceptance by the TSXV of the Claims as a “Tier 1 Property” (as that term is contemplated in the policies of the TSXV) (the “Acceptance Date”), $42,500 to Cooper, as reimbursement of the balance of the Expenses;

(iii)     

on the “Closing Date” (as that term is defined in paragraph 5 of this LoI), $50,000 to Cooper;

(b)     

the funds necessary to initiate the preparatory work to carry out the first phase of the exploration program recommended in the Report must be advanced to Cooper upon receipt by the Company of an acceptable budget with respect to such preparatory work, and the balance of funds necessary to carry out the first phase of such exploration program (currently estimated to be $200,000) must be advanced to Cooper within 5 business days of receipt by the Company of copies of all permits required to permit the balance of such first phase to be carried out;

(c)     

an aggregate US$2,000,000 in expenditures in connection with maintaining, exploring, developing or equipping any one or more of the Claims (or any additional properties covered by section 6 of the QD&RRI (“Additional Properties”)) for commercial production must be incurred as follows:

(i)     

on or before the first anniversary of the date of this LoI, not less than an aggregate US$350,000;

(ii)     

on or before the second anniversary of the date of this LoI, not less than an aggregate US$850,000;

(iii)     

on or before the third anniversary of the date of this LoI, not less than an aggregate US$1,400,000;

(iv)     

on or before the fourth anniversary of the date of this LoI, not less than an aggregate US$2,000,000;

provided, that, until the earlier of (1) a minimum aggregate US$1 million of such expenditures has been incurred in respect of the Claims and (2) a bankable feasibility study has been received in respect of the Claims, such expenditures will only be incurred in respect of the Claims.

(d)     

on the Closing Date, 2,500,000 of the Company’s Common Shares must be issued to the direction of Cooper ;

(e)     

on the Closing Date, the Company must accept the subscription (at a subscription price of $10), by way of private placement subscription agreement in standard form executed by the “Vendors”, for, and issue to the “Vendors”, non- transferable share purchase warrants (the “Warrants”) entitling the purchase by each of the two “Vendors” of 750,000 Common Shares of the Company at a price per share equal to the greater of (1) $0.01 in excess of the closing price of the Company’s shares on the TSXV on the day prior to the announcement of a “Transaction” (as that term is defined in the Underlying Agreement), and (2) the price of any financing completed by the Company concurrently with the Transaction, exercisable for a period of 5 years from the Closing Date; and

(f)     

on the Closing Date, all of Cooper’s obligations under the Underlying Agreement, including, without limitation, the obligation to make Advance Royalty Payments under the QD&RRI, must be assumed.

(a)     

this LoI and the Definitive Agreement constitute an option only and that the doing of any work, issuing of any shares or share purchase warrants or making of any payments shall not obligate the Company to do any further acts or make any further payments;

(b)     

notwithstanding paragraph (a), if the Option is terminated prior to its exercise, Cooper can elect by notice in writing to the Company to acquire all or any part of the Additional Properties (each, an “Elected Property”)_ in consideration for reimbursement of any staking costs incurred by the Company in acquiring the Elected Properties; provided that, in the event the TSXV accepts the Claims as a “Tier 1 Property” but advises the Company in writing that the TSXV does not accept the Company’s “graduation to Tier 1” (the “Notification Date”), the Company shall have a period of 3 months from the Notification Date to resolve the issue that, under the policies of the TSXV, only Tier 1 issuers are permitted to issue Warrants that are exercisable for a period of 5 years, before the Company is required to release any interest the Company has in the Claims and Data and transfer any Elected Properties.

(a)     

approval of the Board of Directors of the Company to the terms of the transactions contemplated herein;

(b)     

receipt of TSXV acceptance for filing of this LoI;

(c)     

receipt of TSXV acceptance for filing of the Claims as a “Tier 1 Property”;

(d)     

receipt of TSXV acceptance for filing of the Company’s “graduation to Tier 1” on the TSXV (as that term is contemplated in the policies of the TSXV); and

(e)     

receipt of a discretionary order of the BC Securities Commission permitting the issuance of the Company’s shares to the direction of Cooper in circumstances where the Claims are being acquired by DPRI.