SHARE ACQUISITION & INVESTMENT AGREEMENT

A.  

B.  

C.  

The Company wishes to sell to the Investor and the Investor wishes to purchase the Share from the Company, 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 share acquisition and investment agreement and all instruments supplemental to or in amendment or confirmation of this agreement, and all references to this Agreement will include all Schedules attached hereto;

(b)  

“ Assets ” means the undertaking, property and assets of the Company as a going concern of every kind and description, wheresoever situated;

(c)  

“ Business ” means the business carried on by the Company, namely exploration of mineral properties;

(d)  

“ Business Day ” means any day, other than a Saturday, Sunday or any other day on which the principal chartered banks located in the City of Las Vegas, Nevada are not open for business during normal banking hours;

(e)  

“ Closing ” means the completion of the purchase and sale of the Share under this Agreement;

(f)  

“ Closing Date ” means November 15, 2009 or such other date as agreed to by the parties to this Agreement;

(g)  

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

(h)  

“ Company ” means Orion Resources, N.V., a company incorporated under the laws of Suriname;

(i)  

“ Encumbrance ” means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, pre-emptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any asset or other attribute of ownership of any asset, except any such restrictions imposed by or required under Applicable Securities Laws or other applicable laws and/or regulations;

(j)  

“ Investor ” means Sara Creek Gold Corp., a company incorporated under the laws of the State of Nevada;

(k)  

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

(l)  

“ 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 United States of America funds; and

(e)  

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

1.3  

The following are the Schedules to this Agreement:

Description

Major Assets of the Company

Material Contracts

2.  

PURCHASE AND SALE OF THE SHARE

2.1  

Subject to the terms and conditions set out in this Agreement, the Company agrees to sell and the Investor agrees to purchase the Share free and clear of all Encumbrances, by way of an issuance from the treasury of the Company.

3.  

CONSENT & RIGHT OF FIRST REFUSAL OF INVESTOR:

3.1  

In the event the Company proposes to offer for sale any securities of the Company to any person, then the Company shall require the consent of the Investor to such sale by providing the Investor with notice in writing (the “ Notice of Sale ”) of the Company’s intent to sell such securities.  The Notice of Sale shall set out the details as to the type of securities, as well as the total number and price of the securities being offered for sale.  The Investor shall have 5 calendar days after the receipt of the Notice of Sale to exercise its ROFR (as hereinafter defined).  If the Investor has not exercised the ROFR within 5 days of receiving the Notice of Sale, then the Company may proceed with such sale.

3.2  

In the event the Company proposes to offer for sale any securities of the Company to any person, and the Company has provided the Notice of Sale to the Investor, then the Investor may at its option exercise the right to purchase its pro rata portion of such securities prior to the Company selling such securities to any other person (the “ ROFR ”).  For purposes of this right of first refusal, the Investor’s pro rata right shall be equal to the ratio of (a) the number of shares of the Company held by the Investor immediately prior to the issuance of such securities to (b) the total number of shares of Company outstanding immediately prior to the issuance of such securities.

3.3  

Where the Investor wishes to exercise its ROFR, it shall do so by providing the Company with a letter of subscription, setting out the number of securities being purchased, accompanied by the aggregate price payable for such purchase.

3.4  

In exercising its ROFR, the Investor may at its option, purchase less than the full number of securities being offered for sale by the Company.  Any securities not subscribed for by the Investor, the sale of which has not been objected to by the Investor, may be otherwise sold by the Company.

4.  

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

4.1  

To induce the Investor to enter into and consummate this Agreement, the Company represents and warrants and covenants to the Investor as follows:

(a)  

the Company is a corporation duly incorporated and validly existing under the laws of Suriname 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 the Company 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 the Company and is a binding agreement of the Company, 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 the Company 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;

(d)  

the Share, on issuance to the Investor, will be validly issued and outstanding as a fully paid and non-assessable share of the Company, and will be free and clear of all Encumbrances;

(e)  

the Company’s authorized capital consists of 1,000 shares without par value, of which only one share is currently issued and outstanding, which share is registered in the name of Kapelka Exploration Inc., an Alberta corporation;

(f)  

the Company is not a party to any agreements, debt instruments, or commitments and neither the Company nor its Assets are subject to any charter, by-law or other corporate restriction, nor any order or other restriction that would:

(i)  

prevent the Company from entering into this Agreement or from completing the transactions contemplated by this Agreement; or

(ii)  

materially adversely affect the Business, the Assets, prospects, or condition, financial or otherwise, of the Company or accelerate the due date for payment of any of the Company’s liabilities;

(g)  

the Company will not issue any shares, grant any options or warrants or otherwise create any rights that are convertible into shares that will or could result in more than one (1) share being issued prior to Closing without the prior written consent of the Investor;

(h)  

the Company does not have any subsidiaries or agreements of any nature to acquire any subsidiary;

(i)  

no person has any written or oral agreement or option or right capable of becoming an agreement:

(i)  

to require the Company to issue any securities or to convert or exchange any securities into or for shares of the Company;

(ii)  

for the purchase, subscription, allotment, or issuance of any of the unissued shares or other securities of the Company; or

(iii)  

to require the Company to purchase, redeem, or otherwise acquire any of the Company&rsqu