Exhibit 10
BLACKROCK RESOURCES INC.
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July 24, 2009
Attention: Global Minerals Ltd.
This Letter Agreement dated for reference as of July 17, 2009, between Blackrock
Resources Inc., a Nevada company ("Blackrock") and Global Minerals Ltd., a
British Columbia Company ("GM"), (both parties collectively referred to as the
"Parties").
This Letter Agreement shall set forth the terms of an agreement between the
Parties, which, when accepted and executed below, shall form a binding agreement
between the Parties, subject only to incorporation and expansion of the terms
hereof into a more formal joint venture agreement (the "Formal Agreement") on or
before September 15, 2009, pending which, this Letter Agreement shall prevail.
1. For consideration of $100,000 USD, payable upon signing of the Formal
Agreement, the Parties agree to enter into a Joint Venture (where it
is understood by the Parties that GM will contribute the Projects, and
Blackrock will contribute the capital) in order to explore, develop,
and exploit the Front Range mining projects located Gold Hill, Boulder
County, Colorado (the "Project"), the full legal description which is
attached to this Letter Agreement as Schedule A.
2. It is understood and agreed by the Parties that the capital
contribution of GM has been approximately $8,000,000 USD to date.
3. The payment of $100,000 USD shall be payable to GM and includes
payment for the following:
a. Approximately $50,000 USD in aged payables;
b. Approximately $15,000 USD in permitting; and
c. Approximately $35,000 USD in general corporate expenses.
4. The entity created by the Joint Venture will be owned 50% by GM, and
50% by Blackrock.
5. The operator of the Project will be upon mutual agreement of the
Parties.
6. It is understood and agreed by the Parties that the Property is
subject to a 5% NSR, as more fully disclosed in section 6.3 of the
Joint Venture Agreement entered into by GM on December 18, 2002, and
attached to this Letter Agreement as Schedule B.
7. GM covenants that the conditions existing on or with respect to the
Project and its ownership and operation is not in violation of any
laws (including without limitation any environmental laws), nor
causing or permitting any damage or impairment to the health, safety,
or enjoyment of any person, and that the Project is in good standing
and has good title with respect to any governmental agency or
administrative authority.
Please indicate your agreement to this Letter Agreement set forth herein by
signing and returning this letter to the undersigned.
Yours Sincerely,
BLACKROCK RESOURCES INC.
Per: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
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THE UNDERSIGNED HEREBY AGREE AND ACCEPT THE TERMS OF THIS LETTER AGREEMENT THIS
__ DAY OF JULY, 2009.
GLOBAL MINERALS LTD.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Witnessed by:
Print name: