SHARE PURCHASE OPTION AGREEMENT

A.  

Kapelka is a shareholder of Orion Resources, N.V. (“ Orion ”), and Sara Creek has entered into a Share Acquisition and Investment Agreement with Orion, dated September  30, 2009, whereby Sara Creek intends to become a shareholder of Orion;

B.  

Orion is a resources company, with a 100% interest in and to a resource property, consisting of two exploration concessions consisting of 56,920 hectares (the “ Property ”), located in east central Suriname, in the districts of Brokopondo and Sipalilwini;

C.  

Kapelka is currently the registered and beneficial owner of an undivided 100% interest in one (1) share (the “ Share ”) in the capital of Orion; and

D.  

Kapelka wishes to grant an option to Sara Creek to acquire the Share and Sara Creek wishes to acquire the same, on the terms and conditions set out in this Agreement.

1.    

INTERPRETATION

1.1  

Where used in this Agreement, each of the following words and terms have the meanings ascribed to them below:

(a)  

“ Agreement ” means this purchase agreement and all instruments supplemental to or in amendment or confirmation of this purchase agreement, and all references to this Agreement shall include all Schedules attached hereto;

(b)  

 “ Closing ” means the completion of the option to purchase the Share under this Agreement;

(c)  

“ Closing Date ” means the date as agreed to by the parties to this Agreement;

(d)  

“ Closing Time ” means 10:00 a.m. (Calgary time) on the Closing Date or such other time on such date as the parties may agree as the time at which the Closing shall take place;

(e)  

“ Expenditures ” means all expenses, obligations and liabilities of whatever kind or nature spent or incurred directly or indirectly by Sara Creek from the date hereof in connection with the exploration and development of the Property; including monies expended in maintaining the Property in good standing and in applying for and securing all necessary leases or permits; monies expended toward all taxes, fees and rentals; monies expended in doing and filing assessment work; expenses paid for or incurred in connection with any program of surface or underground prospecting, exploring, geophysical, geochemical and geological surveying, drilling and drifting, raising and other underground work, assaying and testing and engineering, environmental studies, data preparation and analysis; costs of acquiring or preparing research materials, technical or geological reports and data; costs of paying the fees, wages, salaries, traveling expenses of all persons engaged directly in work with respect to and for the benefit of the Property, in paying for the food, lodging and other reasonable needs of such persons; and including a charge in lieu of overhead, management and other unallowable costs equal to ten (10%) percent of all such expenditures for contracts of less than US$100,000, and five (5%) percent for contracts of US$100,000 or more.

(f)  

“ party ” or “ parties ” and similar expressions means a signatory to this Agreement, unless the context otherwise requires;

(g)  

“ person ” includes an individual, corporation, partnership, joint venture, society, association, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any other juridical entity, or any trustee, executor, administrator, or other legal representative;

1.2  

In this Agreement, except as otherwise expressly provided:

(a)  

the headings are for convenience only and do not form a part of this Agreement and are not intended to interpret, define, or limit the scope, extent, or intent of this Agreement or any of its provisions;

(b)  

the singular of any term includes the plural, and vice versa, the use of any term is equally applicable to any gender and, where applicable, a body corporate, the word “ or ” is not exclusive and the word “ including ” is not limited (whether or not non-limited language, such as “ without limitation ” or “ but not limited to ” or words of similar import is used with reference to that term);

(c)  

any reference to a statute includes and is a reference to that statute and to the regulations made under that statute, with all amendments made to that statute and in force from time to time, and to any statute or regulations that may be passed that has the effect of supplementing or superseding that statute or those regulations;

(d)  

except as otherwise provided, any dollar amount referred to in this Agreement is in Unites States of America funds; and

(e)  

any other term defined within the text of this Agreement has the meaning so ascribed.

2.    

GRANT OF OPTION

2.1  

Kapelka hereby gives and grants to Sara Creek the exclusive right and option to purchase the Share in accordance with the terms and conditions of this Agreement (the “ Option ”).

2.2  

In order to exercise the Option and to acquire the Share, Sara Creek shall, by or before September 30, 2011:

3.    

KAPELKA’S REPRESENTATIONS AND WARRANTIES

3.1  

To induce Sara Creek to enter into and consummate this Agreement, Kapelka represents and warrants and covenants to Sara Creek as follows:

(a)  

Kapelka is a corporation duly incorporated and validly existing under the laws of the Province of Alberta and is in good standing regarding the filing of all documents and the payment of all fees with the applicable corporate registries of its jurisdiction, and Kapelka has the power, authority, and capacity to enter into this Agreement and to carry out its terms;

(b)  

this Agreement has been duly executed and delivered by Kapelka and is a binding agreement of Kapelka, enforceable against it in accordance with its terms and conditions, except that (i) the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, (ii) equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction, and (iii) rights of indemnity, contribution and the waiver of contribution provided for herein may be limited under applicable law;

(c)  

the execution and delivery of this Agreement and the performance by Kapelka of all of its obligations hereunder has been duly authorized by all necessary corporate action required to be taken by it or on its behalf, and no consents, approvals, waivers or authorizations are required to be obtained by it to authorize or complete the transactions contemplated herein, except for shareholder approval if required under applicable corporate laws;

(d)  

the Share is validly issued and ou