ENGINEER MINE PROPERTY

Ownership Agreement

On January 16, 2007 BCGold Corp. (“the company”) entered into an option agreement, which was subsequently amended in 2007, 2009 and January 12, 2010 to acquire up to a 100% interest in the Engineer Mine Property. The company can acquire a 49% interest by:

• Paying $125,000 by January 16, 2008 (paid); and
• Issuing an aggregate of 250,000 shares (issued at a fair value of $147,500) and 250,000 warrants (issued at a fair value of $79,763); and
• Making a rent payment of $30,000 on January 16, 2010 and thereafter annual rental payments of $10,000 per year when the mine property is not in production and $50,000 per year when the mine property is in production. Such rent payments shall cease upon the company earning a 100% interest in the property or purchasing the surface rights.
• Issue 1,200,000 common shares to the vendor of which 400,000 shares would be issued upon approval from the TSX-V and 400,000 shares would be released each 6 months thereafter;
• Grant a 30% net proceeds interest from the sale of gold from the Double Decker Vein (as described in the agreements);
• Either evaluate and complete an underground de-watering program or evaluate and carry out a drilling program which will drill test a minimum of 2 targets by no later than December 31, 2010.

Upon earning the 49% interest the company can earn a further 51% interest in stages as follows:

• An additional 11% interest by issuing $150,000 of value in shares and 75,000 warrants by January 16, 2011;
• An additional 15% interest by paying $200,000 or issuing $200,000 of value in shares and 100,000 warrants by January 16, 2012;
• An additional 25% interest by paying $400,000 or issuing $400,000 of value in shares and 100,000 warrants by January 16, 2013.

After earning the 49% interest the company may purchase the remaining interest in the surface rights at fair value, subject to a maximum of $500,000 on the earlier of January 17, 2017 or the date the company has ceased mining work, as defined in the agreements.

All payments and issuances may be accelerated at the company’s option.

Each share purchase warrant will be exercisable to purchase one common share of the company for two years following the date of the issuance at a price to be determined by taking the weighted average closing price of the common shares for twenty consecutive days immediately prior to the date of issuance plus 25%.
 

last updated: January 14, 2010