Gryphon Resources Inc.
Exhibit 10.1 - Letter of Intent:
Gryphon Resources Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
November 30, 2010
CONFIDENTIAL
▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ Van Ert
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Dear Sirs:
Re: ▇▇▇▇▇ Property Option Agreement
Subject to due diligence and legal review of the Option Agreement by all parties, this Letter of Intent will form the basis for and set out the terms and conditions pursuant to which Gryphon Resources Inc. (“Gryphon”) will receive the right to acquire from ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Van Ert up to a 100% undivided interest in and to the ▇▇▇▇▇ Property (the “Property”) as described in the following staged increments (all dollar figures in US$):
CASH PAYMENTS:
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On Signing
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$ | 40,000 | * | |
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Year 2 (1st anniversary)
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$ | 50,000 | ||
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Year 3
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$ | 75,000 | ||
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Year 4
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$ | 100,000 | ||
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TOTAL:
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$ | 265,000 |
*(Net $33,500 after deduction $6,500 consideration previously paid for exclusivity period)
ANNUAL STOCK PAYMENTS**:
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On Signing
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100,000 shares
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|
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Year 2
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100,000 shares
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|
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Year 3
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200,000 shares
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|
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Year 4
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200,000 shares
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|
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TOTAL:
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600,000 shares
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**(Restricted common shares in the capital stock of Gryphon Resources Inc.)
ANNUAL WORK EXPENDITURES:
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Year 1
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$ | 60,000 | ||
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Year 2
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$ | 75,000 | ||
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Year 3
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$ | 100,000 | ||
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Year 4
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$ | 100,000 | ||
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TOTAL:
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$ | 335,000 |
FINAL ACQUISITION PAYMENT:
Upon completion of a positive feasibility study or on the anniversary date in year 5 (4th anniversary), Gryphon company will receive full rights from ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Van Ert to the Property in return for a final payment of 2,000,000 restricted shares of in the common stock of Gryphon.
RESIDUAL PAYMENTS:
▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Van Ert will receive: a three percent NSR (3%) of the “Net Returns” for all minerals actually produced and sold from the Property. "Net Returns" shall mean the Gross Value received by Gryphon from the sale or other disposition of such other minerals, less all expenses incurred by Gryphon with respect to such minerals after they leave the Property. Additionally, Gryphon will be responsible to pay annually, beginning on the purchase date, the greater of $250,000 minimum royalty payments or the dollar amount of the royalty.
I f the foregoing accurately sets forth your understanding, please so indicate by executing and returning a copy of this letter to our office at fax ▇▇▇.▇▇▇.▇▇▇▇ before 5:00pm PST November 30, 2010.
Yours very truly.
GRYPHON RESOURCES INC.
Per: /s/ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ - President & CEO
ACKNOWLEDGED AND AGREED TO BY ▇▇▇▇ ▇▇▇▇▇▇▇, THIS 30th DAY OF NOVEMBER, 2010.
Per: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
ACKNOWLEDGED AND AGREED TO BY ▇▇▇▇ ▇▇▇▇▇▇▇, THIS 30th DAY OF NOVEMBER, 2010.
Per: /s/ ▇▇▇▇▇▇ Van Ert
▇▇▇▇▇▇ Van Ert
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