Common use of Grant and Exercise of Option Clause in Contracts

Grant and Exercise of Option. The ▇▇▇▇▇▇ Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the ▇▇▇▇▇▇ Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary of the Closing Date, and (ii) the date of the closing of the first underwritten public offering of the equity interests of the ▇▇▇▇▇▇ Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the ▇▇▇▇▇▇ Parties provide written notice (“▇▇▇▇▇▇ Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the ▇▇▇▇▇▇ Parties do not consummate an IPO within 180 days of the delivery of such ▇▇▇▇▇▇ Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) ▇▇▇▇▇▇ Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the ▇▇▇▇▇▇ Parties taken as a whole.

Grant and Exercise of Option. (a) The ▇▇▇▇▇▇ Parties Optionor hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject grants to the conditions set forth hereinOptionee the sole and exclusive right and option to acquire up to an undivided 100% right, the Interests at a cash purchase price equal title and interest in and to the Fair Market Enterprise Value Property, free and clear of all charges, encumbrances, claims, liabilities and adverse interests of any nature or kind, except for the Royalty. (the “Purchase Price”). b) The Option may shall be exercised in good standing and exercisable by Dow upon written notice the Optionee by paying the following amounts on or before the dates specified in the following schedule: (i) paying the “Option Exercise Notice”Optionor $250,000 within three (3) business days of the date of this Agreement; (ii) within 30 days of the execution of this Agreement, issuing to the ▇▇▇▇▇▇ Parties at any time after Optionor 1,000,000 Shares in the capital stock of the Optionee; (iii) on or before the first anniversary of the Closing Date and prior execution of this Agreement, issuing to the Termination Date. Optionor 1,000,000 Shares in the capital stock of the Optionee; (iv) on or before the second anniversary of the execution of this Agreement, issuing to the Optionor 1,000,000 Shares in the capital stock of the Optionee; (v) paying all property payments as they become due. (c) The Option Optionee shall terminate use commercially reasonable efforts to incur the following annual work commitments as currently recommended and be of no further force and effect upon agreed to by the earlier to occur of parties: (i) exploration expenditures on the fifth Property of $800,000 on or before the first anniversary of the Closing Date, and execution of this Agreement; (ii) exploration expenditures on the date Property of $1,200,000 on or before the second anniversary of the closing execution of this Agreement; and (iii) exploration expenditures on the Property of $1,600,000 on or before the third anniversary of the first underwritten public offering execution of the equity interests of the ▇▇▇▇▇▇ Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”)this Agreement; provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the ▇▇▇▇▇▇ Parties provide written notice (“▇▇▇▇▇▇ Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the ▇▇▇▇▇▇ Parties do not consummate an IPO within 180 days of the delivery of such ▇▇▇▇▇▇ Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in In the event that it has exercised the Option Optionee spends, in any period, more than the specified sum, the excess shall be carried forward and applied to the exploration expenditures to be incurred in the succeeding period. (d) The Optionor acknowledges and agrees that the Shares will be issued in accordance with the terms hereof prior to the Termination Date all applicable securities laws and (ii) ▇▇▇▇▇▇ Parties’ obligation to sell the Interests shall will be subject to hold periods and restrictions on resale in accordance with applicable securities laws and it is the restrictive covenants contained in its debt financing agreements as in effect from time Optionor's responsibility to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the ▇▇▇▇▇▇ Parties taken as a wholedetermine what those hold periods and restrictions are before selling or otherwise transferring any Shares.

Grant and Exercise of Option. 3.1 The ▇▇▇▇▇▇ Parties Optionor hereby grant grants to Dow an irrevocable the Optionee the sole and exclusive right and option (the “"Option”") to purchaseacquire an undivided one hundred percent (100%) interest in and to the Property free and clear of all charges, encumbrances and claims. 3.2 The Optionee will be deemed to have exercised the Option upon completion of the following payments to the Optionor and completing Exploration Expenditures on the terms and subject to Property: (i) Paying $50,000 within 2 days of the conditions set forth herein, signing of the Interests at a cash purchase price equal to Agreement; (ii) Paying an additional $150,000 within 30 days of the Fair Market Enterprise Value signing of the Agreement; (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”i) to the ▇▇▇▇▇▇ Parties at any time after Paying an additional $250,000 on or before the first anniversary of the Closing Date and prior to signing of the Termination Date. The Option shall terminate and be of no further force and effect upon Agreement; (ii) Paying an additional $350,000 on or before the earlier to occur of (i) the fifth second anniversary of the Closing Date, and (ii) the date signing of the closing Agreement; (iii) Paying an additional $400,000 on or before the third anniversary of the first underwritten public offering signing of the equity interests Agreement; (iv) Paying an additional $600,000 on or before the fourth anniversary of the ▇▇▇▇▇▇ Group signing of the Agreement; (v) Incurring $500,000 in Exploration Expenditures, on or its successorbefore the first anniversary of the signing of the Agreement; (vi) Incurring $500,000 in Exploration Expenditures, on or before the second anniversary of the signing of the Agreement; (an “IPO”vii) pursuant to a registration statement filed pursuant to Incurring $1,000,000 in Exploration Expenditures, on or before the Securities Act third anniversary of 1933, as amended the signing of the Agreement; (such date being referred to herein as the “Termination Date”); provided, that Dow will not viii) The Optionee shall have the right to accelerate payments and/or exploration expenditures prescribed under this Agreement; and (ix) The Optionor shall be granted the sole and undivided right to designate the operator for all exploration activities prescribed under this agreement. 3.3 Following exercise of the Option after Option, the forty-fifth (45th) day following Optionee will grant a 1% Net Smelter Royalty to the date on which the ▇▇▇▇▇▇ Parties provide written notice (“▇▇▇▇▇▇ Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow Optionor upon Commencement of Commercial Production. The Optionee will have the right to exercise purchase from the Option if Optionor the ▇▇▇▇▇▇ Parties do not consummate an IPO within 180 days Net Smelter Royalty at any time, at a cost of $1,500,000. 3.4 Upon the fulfilment of the delivery of such ▇▇▇▇▇▇ Notice). Notwithstanding obligations and payments described in Section 3.2, the foregoing sentence, (i) Dow shall be entitled to purchase the Interests Optionee will have earned a 100% interest in the event that it has exercised the Option in accordance with the terms hereof prior and to the Termination Date and (ii) ▇▇▇▇▇▇ Parties’ obligation to sell the Interests shall be Property, subject to the restrictive covenants contained in its debt financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared aforementioned Net Smelter Royalty, and the Optionee will transfer title to the assets Ptoperty to the Optionee. 3.5 The Optionee shall have the right to assign this Agreement with the permission of the ▇▇▇▇▇▇ Parties taken as a wholeOptionor, such permission shall not be unreasonably withheld.

Grant and Exercise of Option. 3.1 The ▇▇▇▇▇▇ Parties Optionor hereby grant grants to Dow an irrevocable the Optionee the sole and exclusive right and option (the “Optionthe“Option”) to purchaseacquire an undivided seventy percent (70%) interest in and to the Property free and clear of all charges, encumbrances and claims, except for the Mining Lease and the Royalty. 3.2 The Optionee will be deemed to have exercised its option as follows: (a) acquire an initial fifty-one percent (51%) interest in the Property upon incurring Exploration Expenditures of US $500,000 on or before the third anniversary date of this Agreement, such expenditures to be incurred and paid by Spartan; (b) acquire an additional nineteen percent (19%) interest in the Property upon incurring additional Exploration Expenditures of US $250,000 and by also completing and delivering to Optionor an Industry-standard Mining Feasibility Study (not necessarily "bankable") on or before the fifth anniversary date of this Agreement, such additional expenditures and Mining Feasibility Study to be incurred and paid by Sphere; and 3.3 In order to maintain the Option, the Optionee and Sphere will also be required to: (a) Optionee shall pay US $25,000 to the Optionor on the terms execution of this Agreement; (b) Sphere shall allot and subject issue to the conditions set forth hereinOptionor, as fully paid and non-assessable, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the ▇▇▇▇▇▇ Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Shares as follows: (i) the fifth anniversary 200,000 common shares of Sphere Resources Inc. within 60 days of the Closing Date, and execution of this Agreement; and (ii) 300,000 common shares of Sphere Resources Inc. within 60 days of Optionor acquiring a 51% interest in the date Property. 3.4 It is understood and agreed by and between Spartan and Sphere that Spartan shall be responsible for and pay US $500,000 of initial Exploration Expenditures and Sphere shall be responsible for and pay the additional US $250,000 Exploration Expenditures and the Mining Feasibility Study as set forth above. Title to the seventy percent (70%) interest in the Property conveyed hereunder shall vest in Optionee (Spartan). Upon exercise of the closing Option and acquisition of the first underwritten public offering of 70% interest in the equity interests of Property, Spartan and Sphere shall enter into a joint venture agreement whereby each party is an equal partner with a thirty-five percent (35%) interest in the ▇▇▇▇▇▇ Group (or its successor) (an “IPO”) pursuant to Property going forward. Such joint venture agreement shall provide for a registration statement filed pursuant four person technical committee, with equal representation from each party to the Securities Act agreement. The technical committee shall meet at least twice per year and will be responsible for setting annual exploration and development program goals and expenditures. If one party to the joint venture agreement fails to meet part or all of 1933its annual expenditure obligation as determined by the technical committee, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not other party shall have the right to exercise pay all or part of the Option shortfall in order to meet the program goals and thereby earn an additional proportionate share of the joint venture profits. 3.5 Exploration Expenditures shall be deemed to have been incurred by the Optionee when the Optionee has expended funds or has received goods or services from third parties for which the Optionee has an obligation to make payment, whether or not payment has been made. Where Exploration Expenditures are charged to the Optionee by an affiliate of the Optionee for services rendered by such affiliate, such Exploration Expenditures shall not exceed the fair market value of the services rendered. 3.6 Exploration Expenditures incurred by the Optionee exceeding the amount of Exploration Expenditures required to be incurred within any period shall be carried forward to the succeeding period and qualify as Exploration Expenditures. If the Exploration Expenditures incurred are less than the amount of the Exploration Expenditures required to be incurred in any period, the Optionee may at its option pay the deficiency to the Optionor within sixty (60) days after the forty-fifth (45th) day following end of such period in order to maintain the Option. Any such payment of cash in lieu shall be deemed to be Exploration Expenditures incurred on the Property on or before the relevant date on which for the ▇▇▇▇▇▇ Parties provide written notice (“▇▇▇▇▇▇ Notice”) to Dow purposes of this Part 3. 3.7 If the Optionee reasonably believes that it has filed incurred Exploration Expenditures required to be incurred by the Optionee in any period in order to maintain the Option, but it is subsequently determined upon examination or audit by either party that such a registration statement Exploration Expenditures were not incurred within such period, the Optionee shall not lose any of its rights hereunder and the Option shall not terminate, provided that the Optionee pays the Optionor such deficiency in Exploration Expenditures within thirty (30) days following such determination (if determined by the Optionee) or within thirty (30) days following notice to the Optionee of such deficiency (if determined by the Optionor), and the payment of such deficiency in Exploration Expenditures shall be deemed to be Exploration Expenditures incurred by the Optionee for purposes of this Agreement. 3.8 If and when the Option has been exercised, an IPO with undivided seventy percent (70%) right, title and interest in and to the Securities Exchange Commission (it being understood that Dow will Property shall vest in the Optionee free and clear of all charges, encumbrances and claims, except for the Mining Lease. 3.9 After the exercise of the Option, Optionee and Sphere shall have the right to exercise the Option if the ▇▇▇▇▇▇ Parties do not consummate an IPO within 180 days purchase up to seventy percent (70%) of the delivery three percent (3%) Net Smelter Returns Production Royalty reserved and provided to Lessor in Section 6 of such ▇▇▇▇▇▇ Notice). Notwithstanding the foregoing sentenceMining Lease, (i) Dow and Optionor shall be entitled have the right to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior up to the Termination Date and thirty percent (ii30%) ▇▇▇▇▇▇ Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the ▇▇▇▇▇▇ Parties taken as a wholethis Production Royalty.

Grant and Exercise of Option. The ▇▇▇▇▇▇ Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the ▇▇▇▇▇▇ Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary of the Closing Date, and (ii) the date of the closing of the first underwritten public offering of the equity interests of the ▇▇▇▇▇▇ Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the ▇▇▇▇▇▇ Parties provide written notice (“▇▇▇▇▇▇ Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the ▇▇▇▇▇▇ Parties do not consummate an IPO within 180 days of the delivery of such ▇▇▇▇▇▇ Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) ▇▇▇▇▇▇ Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the ▇▇▇▇▇▇ Parties taken as a whole.

Grant and Exercise of Option. (a) The ▇▇▇▇▇▇ Parties Optionor hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject grants to the conditions set forth hereinOptionee the sole and exclusive right and option to acquire up to an undivided 100% right, the Interests at a cash purchase price equal title and interest in and to the Fair Market Enterprise Value Property, free and clear of all charges, encumbrances, claims, liabilities and adverse interests of any nature or kind, except for the Royalty. (the “Purchase Price”). b) The Option may shall be exercised in good standing and exercisable by Dow the Optionee by paying the following amounts on or before the dates specified in the following schedule: (i) paying the Optionor $45,000USD upon written notice (the “Option Exercise Notice”) execution of this Agreement and issuing to the ▇▇▇▇▇▇ Parties at any time after Optionor 1,000,000 shares in the capital stock of the Optionee as soon as practicable following the effective date of the Agreement; (ii) paying the Optionor $30,000USD on or before the first anniversary of the Closing Date execution of this Agreement; (iii) paying the Optionor $40,000USD on or before the second anniversary of the execution of this Agreement; (iv) paying the Optionor $50,000USD on or before the third anniversary of the execution of this Agreement; (v) paying the Optionor $75,000USD on or before the fourth anniversary of the execution of this Agreement; (vi) paying the Optionor $75,000USD on or before each subsequent anniversary of the execution of this Agreement for so long as the option is good standing, with such payments being treated as advance royalty payments to be applied against any Royalty payable; and (vii) paying all property payments, including the federal unpatented claims and prior patented claims. (c) The Optionee shall use commercially reasonable efforts to incur the Termination Date. The Option shall terminate following annual work commitments as currently recommended and be of no further force and effect upon agreed to by the earlier to occur of parties: (i) exploration expenditures on the fifth Property of $250,000USD on or before the first anniversary of the Closing Date, and execution of this Agreement; (ii) exploration expenditures on the date Property of $350,000USD on or before the second anniversary of the closing execution of this Agreement; (iii) exploration expenditures on the Property of $400,000USD on or before the third anniversary of the first underwritten public offering execution of this Agreement; and (iv) exploration expenditures on the Property of a minimum of $250,000USD on or before the fourth through the tenth anniversaries of the equity interests execution of the ▇▇▇▇▇▇ Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the ▇▇▇▇▇▇ Parties provide written notice (“▇▇▇▇▇▇ Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the ▇▇▇▇▇▇ Parties do not consummate an IPO within 180 days of the delivery of such ▇▇▇▇▇▇ Notice)this Agreement. Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in In the event that it has exercised the Option Optionee spends, in any period, more than the specified sum, the excess shall be carried forward and applied to the exploration expenditures to be incurred in the succeeding period. (d) The Optionor acknowledges and agrees that the Shares will be subject to hold periods and restrictions on resale in accordance with applicable securities laws and it is the terms hereof prior Optionor's responsibility to the Termination Date determine what those hold periods and (ii) ▇▇▇▇▇▇ Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the ▇▇▇▇▇▇ Parties taken as a wholerestrictions are before selling or otherwise transferring any Shares.

Grant and Exercise of Option. 2.1 The ▇▇▇▇▇▇ Parties Optionor hereby grant grants to Dow an irrevocable the Optionee the sole and exclusive right and option (to acquire a 60% undivided interest in and to the “Option”) to purchaseProperty free and clear of all charges, encumbrances and claims on the following terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value following conditions: (the “Purchase Price”). a) The Option may shall be exercised by Dow upon written notice the Optionee: (i) paying the “Option Exercise Notice”Optionor $500 CDN on the execution of this Agreement, the receipt of which is hereby acknowledged by the Optionor; (ii) to paying the ▇▇▇▇▇▇ Parties at any time Optionor $15,000 CDN as follows: (A) $2,000 CDN on or before the date that is three months after the Effective Date; (B) an additional $3,000 CDN on or before the date that is six months after the Effective Date; and (C) an additional $10,000 CDN on or before the first anniversary of the Closing Date and prior to Effective Date. (iii) incurring Exploration Expenditures of $160,000 CDN on the Termination Property as follows; (A) $10,000 CDN on or before the date that is six months after the Effective Date. The Option shall terminate and be of no ; and (B) a further force and effect upon $150,000 CDN on or before the earlier to occur of (i) the fifth second anniversary of the Closing Effective Date, and . (iiiv) Issuing shares of the Optionee’s common stock (the “Shares”) to the Optionor as follows: (A) 2,000 Shares on or before the date that is three months after the Effective Date; (B) an additional 3,000 Shares on or before the date that is six months after the Effective Date; and (C) an additional 10,000 Shares on or before the first anniversary of the closing of the first underwritten public offering of the equity interests of the ▇▇▇▇▇▇ Group Effective Date. (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being collectively referred to herein as the “Termination DateOption Shares”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45thb) day following the date on which the ▇▇▇▇▇▇ Parties provide written notice (“▇▇▇▇▇▇ Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the ▇▇▇▇▇▇ Parties do not consummate an IPO within 180 days of the delivery of such ▇▇▇▇▇▇ Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in In the event that the Optionee spends, in any of the above periods, less than the specified sum, it has exercised the Option in accordance with the terms hereof prior may pay to the Termination Date Optionor the difference between the amount it actually spent and (ii) ▇▇▇▇▇▇ Parties’ obligation the specified sum before the expiry of that period in full satisfaction of the Exploration Expenditures to sell be incurred. In the Interests event that the Optionee spends, in any period, more than the specified sum, the excess shall be subject carried forward and applied to the restrictive covenants contained Exploration Expenditures to be incurred in its debt financing agreements as succeeding periods. (c) Upon exercise of the Option, a 60% undivided right, title and interest in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared and to the assets Property shall vest in the Optionee free and clear of the ▇▇▇▇▇▇ Parties taken as a wholeall charges, encumbrances and claims.

Grant and Exercise of Option. 3.1 The ▇▇▇▇▇▇ Parties Optionor hereby grant grants to Dow an irrevocable the Optionee the sole and exclusive right and option (the “Option”) to purchase, on the terms acquire an undivided seventy percent (70%) interest in and subject to the conditions set forth hereinProperty free and clear of all charges, encumbrances and claims. 3.2 The Optionee will be deemed to have exercised its option as follows: (a) acquire an initial fifty-one percent (51%) interest upon incurring Exploration Expenditures of US $1,500,000 on or before the third anniversary date of this Agreement, such expenditures to be incurred and paid by Spartan; and (b) acquire an additional nineteen percent (19%) interest upon incurring additional Exploration Expenditures of US $1,000,000 and by also completing and delivering to Optionor an Industry-standard Mining Feasibility Study (not necessarily "bankable") on or before the fifth anniversary date of this Agreement, such expenditures and Mining Feasibility Study to be incurred and paid by Sphere. 3.2 In order to maintain the Option, the Interests at a cash purchase price equal Optionee and Sphere will also be required to: (a) Optionee shall pay US $110,000 to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the ▇▇▇▇▇▇ Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of Optionor as follows: (i) US $25,000 on the fifth anniversary execution of this Agreement (the Closing Date, and receipt of which is hereby acknowledged by the Optionor); (ii) US $35,000 within ninety (90) days of execution of this Agreement; (iii) US $25,000 on or before the second anniversary date of this Agreement; and (iv) US $25,000 on or before the closing third anniversary date of this Agreement. (b) Sphere shall allot and issue to the Optionor, as fully paid and non-assessable, the Shares as follows: (i) 300,000 common shares of Sphere Resources, Inc. within 60 days of the first underwritten public offering execution of this Agreement; and (ii) 400,000 common shares of Sphere Resources, Inc. within 60 days of Optionor acquiring a 51% interest in the Property. 3.3 It is understood and agreed by and between Spartan and Sphere that Spartan shall be responsible for and pay US $1,500,000 of initial Exploration Expenditures and Sphere shall be responsible for and pay the additional US $ 1,000,000 Exploration Expenditures and the Mining Feasibility Study as set forth above. Title to the seventy percent (70%) interest in the Property conveyed hereunder shall vest in Optionee (Spartan). Upon exercise of the equity interests Option and acquisition of the ▇▇▇▇▇▇ Group 70% interest in the Property, Spartan and Sphere shall enter into a joint venture agreement whereby each party is an equal partner with a thirty-five percent (or its successor35%) (an “IPO”) pursuant to interest in the Property going forward. Such joint venture agreement shall provide for a registration statement filed pursuant four person technical committee, with equal representation from each party to the Securities Act agreement. The technical committee shall meet at least twice per year and will be responsible for setting annual exploration and development program goals and expenditures. If one party to the joint venture agreement fails to meet part or all of 1933its annual expenditure obligation as determined by the technical committee, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not other party shall have the right to exercise pay all or part of the Option shortfall in order to meet the program goals and thereby earn an additional proportionate share of the joint venture profits. 3.4 Exploration Expenditures shall be deemed to have been incurred by the Optionee when the Optionee has expended funds or has received goods or services from third parties for which the Optionee has an obligation to make payment, whether or not payment has been made. Where Exploration Expenditures are charged to the Optionee by an affiliate of the Optionee for services rendered by such affiliate, such Exploration Expenditures shall not exceed the fair market value of the services rendered. 3.5 Exploration Expenditures incurred by the Optionee exceeding the amount of Exploration Expenditures required to be incurred within any period shall be carried forward to the succeeding period and qualify as Exploration Expenditures. If the Exploration Expenditures incurred are less than the amount of the Exploration Expenditures required to be incurred in any period, the Optionee may at its option pay the deficiency to the Optionor within sixty (60) days after the forty-fifth (45th) day following end of such period in order to maintain the Option. Any such payment of cash in lieu shall be deemed to be Exploration Expenditures incurred on the Property on or before the relevant date on which for the ▇▇▇▇▇▇ Parties provide written notice (“▇▇▇▇▇▇ Notice”) to Dow purposes of this Part 3. 3.6 If the Optionee reasonably believes that it has filed incurred Exploration Expenditures required to be incurred by the Optionee in any period in order to maintain the Option, but it is subsequently determined upon examination or audit by either party that such a registration statement for an IPO with Exploration Expenditures were not incurred within such period, the Securities Exchange Commission (it being understood that Dow will have the right to exercise Optionee shall not lose any of its rights hereunder and the Option shall not terminate, provided that the Optionee pays the Optionor such deficiency in Exploration Expenditures within thirty (30) days following such determination (if determined by the ▇▇▇▇▇▇ Parties do not consummate Optionee) or within thirty (30) days following notice to the Optionee of such deficiency (if determined by the Optionor), and the payment of such deficiency in Exploration Expenditures shall be deemed to be Exploration Expenditures incurred by the Optionee for purposes of this Agreement. 3.7 If and when the Option has been exercised an IPO within 180 days undivided seventy percent (70%) right, title and interest in and to the Property shall vest in the Optionee free and clear of all charges, encumbrances and claims. 4.1 The Optionor shall, forthwith after the exercise of the delivery Option by the Optionee, deliver to the Optionee a duly executed assignment and transfer of such ▇▇▇▇▇▇ Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests appropriate interest in the event that it has exercised Property which shall have been acquired by the Option in accordance with the terms hereof prior to the Termination Date and (ii) ▇▇▇▇▇▇ Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets Optionee upon exercise of the ▇▇▇▇▇▇ Parties taken as a wholeOption.

Grant and Exercise of Option. 3.1 The ▇▇▇▇▇▇ Parties Optionor hereby grant grants to Dow an irrevocable the Optionee the sole and exclusive right and option (the “Option”) to purchaseacquire an undivided seventy-five percent (75%) interest in and to the Property free and clear of all charges, encumbrances and claims, except for paying the annual lease payment for the Mining Lease, and the Royalty. 3.2 The Optionee will be deemed to have exercised its option as follows: (a) acquire an initial fifty-one percent (51%) interest in the Property upon incurring and expressly paying for new Exploration Expenditures of US $300,000 by check, bank wire, or corporate bank draft on or before December 31, 2015, such expenditures to be incurred and paid for by Spartan and by annually sending copies of such cashed checks, bank wires, or corporate bank drafts to Optionor; (b) acquire an additional twenty-four percent (24%) interest in the Property upon incurring and expressly paying for additional Exploration Expenditures of US $250,000 on or before December 31, 2017 and by also completing and delivering to Optionor an Industry-standard, positive-recommendation Preliminary Feasibility Study) related to gold mining, on or before December 31, 2017, such additional expenditures and Preliminary Feasibility Study costs to be incurred and expressly paid by Spartan Gold Ltd. A minimum of ten exploration drillholes of a minimum 700 feet long each must be drilled on the terms property as part of acquiring a 75% interest in the property, the results of which must be included and subject interpreted in the Preliminary Feasibility Study; and 3.3 In order to maintain the Option, the Optionee will also be required to: (a) Optionee shall pay US $10,000 to the conditions set forth herein, Optionor on or before the Interests at a cash purchase price equal execution of this Agreement for payment of the past due unpaid underlying Lease fee to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the ▇▇▇▇▇▇▇ Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date▇. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary of the Closing Date, and (ii) the date of the closing of the first underwritten public offering of the equity interests of the ▇▇▇▇▇▇ Group ▇▇, and $10,000 annually, beginning on or before December 3, 2014 and thereafter as long as Optionee owns an interest in the property or the Option Agreement is terminated; (or its successorb) (Optionee shall pay an “IPO”) pursuant to a registration statement filed pursuant one-time option payment of US $10,000 to the Securities Act of 1933Optionor on or before October 31, 2014; (c) Sphere shall allot and issue to the Optionor, as amended fully paid and non-assessable, the Shares as follows: 750,000 common shares of Sphere Resources Inc. within 60 days of the Optionee acquiring a 51% interest in the Property and 750,000 common shares of Sphere Resources Inc. within 60 days of the Optionee acquiring a 75% interest in the Property. 3.4 It is understood and agreed that Spartan must expressly pay for US $300,000 of Exploration Expenditures on or before December 31, 2015 to earn a fifty-one percent (51 %) interest in the Property, and for payment of the additional US $250,000 of Exploration Expenditures on or before December 31, 2017, and complete and submit to Optionor by December 31, 2017 the positive-recommendation Preliminary Feasibility Study related to gold mining on the property as set forth above to earn a seventy -five percent (75 %) interest in the Property. Title to the seventy-five percent (75%) interest in the Property conveyed hereunder shall vest in Optionee (Spartan). 3.5 Exploration Expenditures shall be deemed to have been incurred by the Optionee when the Optionee has expended funds and expressly paid for goods or services from third parties for which the Optionee has an obligation to make payment. Where Exploration Expenditures are paid for and charged to the Optionee by an affiliate of the Optionee for services rendered by such affiliate, such Exploration Expenditures shall not exceed the fair market value of the services rendered. 3.6 Exploration Expenditures expressly paid for by the Optionee exceeding the amount of Exploration Expenditures required to be incurred within any period shall be carried forward to the succeeding period and qualify as Exploration Expenditures. If the Exploration Expenditures paid for are less than the amount of the Exploration Expenditures required to be paid in any period, the Optionee may at its option pay the deficiency to the Optionor within thirty (30) days after the end of such period in order to maintain the Option. Any such payment of cash in lieu shall be deemed to be Exploration Expenditures incurred on the Property on or before the relevant date being referred for the purposes of this Part 3. 3.7 If and when the Optionee fulfills the purchase terms an undivided seventy-five percent (75%) right, title and interest in and to herein as the “Termination Date”); providedProperty shall vest in the Optionee, that Dow will not free and clear of all charges, encumbrances and claims, except for the Mining Lease. 3.8 After the exercise of the Option and on or before the Optionor shall fulfil all the requirements of the Mining Lease, Optionee shall have the right to exercise purchase up to seventy-five percent (75%) of the Option after three percent (3%) Net Smelter Returns Production Royalty reserved and provided to Lessor in Section 6 of the forty-fifth Mining Lease for one million U.S. dollars (45thU.S. $1,000,000) day following the date on which the ▇▇▇▇▇▇ Parties provide written notice (“▇▇▇▇▇▇ Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will per NSR Production Royalty percentage point, and Optionor shall have the right to exercise the Option if the ▇▇▇▇▇▇ Parties do not consummate an IPO within 180 days purchase up to twenty-five percent (25%) of the delivery of such ▇▇▇▇▇▇ Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) ▇▇▇▇▇▇ Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the ▇▇▇▇▇▇ Parties taken as a wholethis Production Royalty.

Grant and Exercise of Option. (a) The ▇▇▇▇▇▇ Parties Optionor hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject grants to the conditions set forth hereinOptionee the sole and exclusive right and option to acquire up to an undivided 100% right, the Interests at a cash purchase price equal title and interest in and to the Fair Market Enterprise Value Property, free and clear of all charges, encumbrances, claims, liabilities and adverse interests of any nature or kind, except for the Royalty. (i) paying the “Purchase Price”). Optionor $5,000 upon the execution of this Agreement; (b) The Option may shall be exercised in good standing and exercisable by Dow upon written notice the Optionee by paying the following amounts on or before the dates specified in the following schedule: (ii) paying the “Option Exercise Notice”) to the ▇▇▇▇▇▇ Parties at any time after Optionor $50,000 on or before the first anniversary of the Closing Date execution of this Agreement; (iii) paying the Optionor $250,000 on or before the second anniversary of the execution of this Agreement; (iv) paying the Optionor $500,000 on or before the third anniversary of the execution of this Agreement; (v) paying the Optionor $75,000 on or before each subsequent anniversary of the execution of this Agreement for so long as the option is good standing, with such payments being treated as advance royalty payments to be applied against any Royalty payable; and (vi) paying all property payments. (c) The Optionee shall use commercially reasonable efforts to incur the following annual work commitments as currently recommended and prior agreed to by the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of parties: (i) exploration expenditures on the fifth Property of $250,000 on or before the first anniversary of the Closing Date, and execution of this Agreement; (ii) production expenditures on the date Property of $350,000 on or before the second anniversary of the closing execution of this Agreement; (iii) production expenditures on the Property of $400,000 on or before the third anniversary of the first underwritten public offering execution of the equity interests of the ▇▇▇▇▇▇ Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the ▇▇▇▇▇▇ Parties provide written notice (“▇▇▇▇▇▇ Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the ▇▇▇▇▇▇ Parties do not consummate an IPO within 180 days of the delivery of such ▇▇▇▇▇▇ Notice)this Agreement. Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in In the event that it has exercised the Option Optionee spends, in accordance with any period, more than the terms hereof prior specified sum, the excess shall be carried forward and applied to the Termination Date and (ii) ▇▇▇▇▇▇ Parties’ obligation exploration expenditures to sell be incurred in the Interests shall be subject to the restrictive covenants contained in its debt financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the ▇▇▇▇▇▇ Parties taken as a wholesucceeding period.