Acquisition Terms

Under the terms of the Agreement, Eagle Hill will earn up to a 100% interest in the Windfall Lake Property, when the following conditions are met by Eagle Hill:

1. completion of an equity financing of at least $1,500,000 on or before October 15, 2009;
2. payment of CDN$400,000 ("Initial Consideration Payment") upon completion of the above noted financing and receipt of regulatory approval of the Agreement;
3. incurring the following expenditures on the Windfall Lake Property (the "Expenditures"):
   1. CDN$500,000 on or before the later of December 31, 2010 and making an additional payment of $200,000 (the "10% Options Consideration Payment"), at which time Eagle Hill will have earned a 10% interest in the Windfall Lake Property;
   2. CDN$2,000,000 on or before the later of December 31, 2011, at which time Eagle Hill will have earned 51% interest in the Windfall Lake Property; and,
   3. CDN$2,500,000 on or before the later of December 31, 2012 and making an additional payment of $400,000 (the "Final Consideration Payment"), at which tine Eagle Hill will have earned 75% interest in the Windfall Lake Property.
4. Once the Expenditures have been incurred on the Windfall Lake Property and the Initial, 10% Option and Final Consideration Payments are made to the Optionor, the Optionor retains a 25% carried interest to the earlier of bankable feasibility study (the "BFS") or the commencement of production after which the Optionor would be responsible for its working interest of additional expenditures.
5. After the Expenditures, the Initial, 10% Option and Final Consideration Payment requirements are met by Eagle Hill, the Company will then have three (3) years to either complete the BFS or take the project to production. If Eagle Hill does not complete a BFS or take the project to production, then the Optionor will have the option to purchase back the 75% of the Windfall Lake Property, within that three year period from Eagle Hill for $6.0 million.
6. At the time of completed BFS or the project has commenced production, the Optionor will have a ninety (90) day option to either:
   1. convert all of its interest for a 2% net smelter royalty ("NSR"); or
   2. retain a 25% interest in the Windfall Lake Property and be responsible for its pro rata costs to go into production and will receive $11.9 million from production after capital expenditures are repaid and after interest and all operating expenses are made.
7. In the instance where the Optionor chooses to exercise option 6(a), Eagle Hill will have earned 100% interest in the Windfall Lake Property and the Optionor would maintain a 2% NSR. Eagle Hill would have the right of first refusal to purchase the 2% NSR if the Optionor decides to sell this royalty.
8. If a cash call is made to the Optionor from Eagle Hill for production costs and the Optionor does not make this payment within 90 days, the Optionor's working interest will be converted based on a pro rate formula from a 25% working interest to a 2% NSR tied to a cash call commitment of up to $11.9 million. In other words if the Optionor receives a cash call for $5.95 million then have of the Optionor's working interest will be converted to a 1% NSR