PURCHASE AGREEMENT
This Purchase
Agreement (the "Agreement" ") is made this 13th day of March, 2009
between Gold Crest Mines, Inc. ("Seller") and Frank Duval as an
individual or agent for and on behalf of a company to be formed for
the purpose of acquiring the mining claims the subject of this
Agreement ("Purchaser").
WITNESSETH
WHEREAS,
Purchaser desires to purchase and Seller desires to sell all of
Seller's rights, title and interest in and to approximately 46
unpatented federal mill site claims and 185 unpatented federal lode
claims in the Stibnite District of Idaho (the "Claims").
NOW THEREFORE,
the parties hereto for the covenants, representations and
undertakings herein set forth below agree as follows:
1. Purchaser shall pay Seller a sum
of $50,000 for all of its rights, title and interest in and to the
Claims as follows:
(a). $25,000 within 10 days
of execution of this Agreement, and
(b) $25,000 October 1,
2009.
2. Seller shall, upon receipt of
payment of $50,000 made by Purchaser, execute a quitclaim deed
conveying all of its rights, title and interests in and to the
Claims. All fees and expenses related to the conveyance
of the properties will be paid by Purchaser.
3. Purchaser shall timely pay the BLM
fees required to maintain the claims in good standing for the 2009
assessment year unless Purchaser shall notify Seller in writing, no
later than August 1, 2009, of his intent not to proceed with the
purchase of the Claims. If Purchaser shall give notice of intent
not to proceed with the purchase of the Claims as provided in this
paragraph, then the $25,000 initial payment shall be
forfeited.
4. This Agreement shall be binding
upon and inure to the benefit of the respective parties and their
successors or assigns.
The parties
hereto have executed this Agreement effective as of the date
written above.
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PURCHASER
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SELLER
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/s/ Frank
Duval
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/s/ Matt J.
Colbert
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Frank
Duval
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Matt J.
Colbert
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Gold Crest
Mines, Inc.
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By: Its Chief
Financial Officer
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