8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)                                                                                     March 29, 2012

LINKWELL CORPORATION

(Exact name of registrant as specified in its charter)

Florida	000-24977	65-1053546
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1104 Jiatang Road, Jiading District, Shanghai, China	201807
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (86) 21-5566-6258

not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                      Entry into a Material Definitive Agreement.

Item 2.01                      Completion of Acquisition or Disposition of Assets.

On March 30, 2012 Linkwell Corporation acquired Metamining Nevada, Inc., a Nevada corporation (“Metamining Nevada”) from Metamining Inc., an unrelated third party.   Pursuant to the terms of the Share Exchange Agreement between the parties, we acquired 100% of the capital stock of Metamining Nevada in exchange for 9,000,000 shares of our Series C convertible preferred stock and a Series C common stock purchase warrant.  The parties made customary representations and warranties and agreed to customary covenants in the Share Exchange Agreement.

Metamining Nevada is a development stage company which was established in March 2011.  In April 2011 Metamining Inc. entered into agreements with unrelated third parties to acquire rights to mining claims, together with certain real property rights, on approximately 4,500 acres in northern Nevada for an aggregate purchase price of $14,250,000.  Under the terms of the two year agreements, the purchase price is payable in instalments, of which an aggregate of $5,625,000 is due on April 15, 2012 and the balance of $5,625,000 is due on April 15, 2013. We will need to raise additional capital to satisfy these amounts.

During the terms of the agreements, Metamining Nevada has the right to explore and mine the properties and the quit claim deeds for these properties are being held in escrow pending payment in full of the purchase price.  If any portion of the purchase price should not be paid when due, subject to certain extensions as described in the agreements, all amounts theretofore paid are forfeited and the agreements are terminated. During the terms of the agreements, the seller designated Mr. Howard Fisher as a member of Metamining Nevada’s Board of Directors.  Mr. Fisher’s responsibilities are to control the transfer of the properties or provide for the recovery of the properties, at the termination of the agreement, as the case may be.  He does not otherwise have any voting rights as a member of Metamining Nevada’s board.

In March 2012 prior to when we entered into the Share Exchange Agreement, Metamining entered into an extension agreement with the sellers pursuant to which upon the payment of $300,000, of which $150,000 is due by April 15, 2012 and the balance is due by April 30, 2012, the due date of April 15, 2012 payment of $5,625,000 is extended to June 15, 2012. The $300,000 payment will be applied to the $5,625,000 installment balance due on April 15, 2013. Metamining Inc. will advance Metamining Nevada the funds necessary to satisfy this extension payment.

A copy of the Share Exchange Agreement is filed herewith as Exhibit 10.9 and incorporated herein by reference.  Copies of the agreements related to rights to the mining claims are filed herewith as Exhibits 10.10, 10.11 and 10.12.  The descriptions of certain terms of the these agreements set forth herein does not purport to be complete and is qualified in its entirety by reference to the agreements.

Item 3.02                      Unregistered Sales of Equity Securities.

On March 30, 2012 we issued 9,000,000 shares of our Series C convertible preferred stock and the Series C warrant to Metamining Inc. as consideration for the purchase of Metamining Nevada.  The recipient was an accredited investor and the issuances were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Section 4(2) of that act. The designations, rights and preference of the Series C convertible preferred stock is described in Item 5.03 of this report.

The Series C warrant is exercisable for five years at any time, following a 1:200 reverse stock split of our common stock, into 3,000,000 shares of our post-split common stock at an exercise price of $5.00 per share.  The warrant contains customary anti-dilution protection in the event of stock splits, recapitalizations and similar corporate events.  A copy of the Series C warrant is filed herewith as Exhibit 4.1 and incorporated herein by reference.  The description of certain terms of the Series C warrant set forth herein does not purport to be complete and is qualified in its entirety by reference to the Series C warrant.

On March 30, 2012 we also issued an aggregate of 581,973 shares of Series C convertible preferred stock to China Direct Investments, Inc. for services rendered in connection with our acquisition of Metamining Nevada. The recipient was an accredited investor and the issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that act.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On March 30, 2012 Song Qiang Chen and Ling Li were appointed to our Board of Directors, to serve along with Xuelian Bian and Wei Guan, our current directors.  Biographical information on Messrs. Chen and Li is as follows:

Song Qiang Chen.  Mr. Chen has been Chairman of Metamining Nevada since March 2011, and has served as Chairman of Metamining Inc. since co-founding the company in 2008.  Metamining Inc. manages and develops a portfolio of mineral assets, including iron or and coal reserves.  He has also served as Chairman of Metawise Group, Inc., an international commodity trading company which is an affiliate of Metamining Inc., since 2002. Mr. Chen received a Bachelor’s degree in Economic Management from Zhongzhou University in China.

Ling Li.  Mr. Li has been President and a member of the Board of Directors of Metamining Nevada since March 2011, and has served as President and a member of the Board of Directors of Metamining Inc. since co-founding the company in 2008.  Metamining Inc. manages and develops a portfolio of mineral assets, including iron or and coal reserves.  He has also served as President of Metawise Group, Inc., an international commodity trading company which is an affiliate of Metamining Inc., since 1997. Mr. Li received a Master Degree in Law from China University of Political Science and Law.

No determination has been made at this time regarding any compensation which may be paid to Messrs. Chen and Li for their services as members of our Board of Directors.

Item 5.03                      Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 29, 2012 we filed Articles of Amendment to our Articles of Incorporation designating a series of our blank check preferred stock, consisting of 9,581,973 shares, as Series C convertible preferred stock.  The designations, rights and preferences of the Series C convertible preferred stock is as follows:

• at any time following the effectiveness of a 1:200 reverse stock split of our then outstanding common stock, the shares of Series C convertible preferred stock are convertible at the option of the holder into shares of our common stock on a 1:1 basis;

• the stated value of the shares is $0.0005 per share, and in the event of a liquidation or winding up of our company, the holders would be entitled a liquidation preference equal to the stated value per share;

• the shares are not entitled to receive any dividends, except as may be declared by our Board of Directors from time to time, and the shares have no redemption or call rights attached;

• the Series C convertible preferred stock ranks pari passu with any other series of preferred stock our Board may designate and is not designated as a senior security;

• each share of Series C convertible preferred stock is entitled to one vote for every share of our common stock into which it is then convertible, and is entitled to vote together with our common shareholders on all matters submitted to a vote of our shareholders;

• the shares carry customary anti-dilution provisions in the event of stock splits, recapitalizations or similar corporate events following the effective date of the reverse stock split; and

• upon conversion, all shares of Series C convertible preferred stock return to the status of authorized but undesignated shares of our blank check preferred stock.

A copy of the Articles of Amendment to our Articles of Incorporation is filed herewith as Exhibit 3.10 and incorporated herein by reference.  The description of certain terms of the Series C convertible preferred stock set forth herein does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment.

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Item 9.01                      Financial Statements and Exhibits.

(a)           Financial statement of businesses acquired.

The audited financial statements of Metamining Nevada at December 31, 2011 and for the period of March 30, 2011 (inception) through December 31, 2011 will be filed by amendment within the time prescribed by the rule.

(b)           Pro forma financial information.

The unaudited pro forma balance sheet at December 31, 2011 and unaudited pro forma statements of operations for the year ended December 31, 2011 to give effect to the acquisition of Metamining Nevada will be filed by amendment within the time prescribed by the rule.

(d)           Exhibits.

Exhibit No.                                           Description

3.10 Articles of Amendment to the Articles of Incorporation containing the designations, rights and preferences of the Series C Convertible Preferred Stock.

4.1 Series C Common Stock Purchase Warrant issued to Metamining Inc.

10.9 Share Exchange Agreement dated March 30, 2012 by and among Linkwell Corporation, Metamining Nevada Inc. and Metamining Inc.

10.10 Purchase and Sale Agreement (Agreement No. NV01) dated April 15, 2011 by and between Little Valley Group, LLC and Metamining Inc.

10.11 Purchase and Sale Agreement (Agreement No. NV02) dated April 15, 2011 by and between Greater Nevada Ranches, LLC and Metamining Inc.

10.12 Purchase and Sales Agreement (Agreement No. NV03) dated April 15, 2011 by and between Western Resource Group, LLC and Metamining Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Linkwell Corporation
Date:  April 3, 2012	By:  /s/ Xuelian Bian
	Xuelian Bian President and Chief Executive Officer

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EX-3.10

EXHIBIT 3.10

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

OF

LINKWELL CORPORATION

Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned, being the Chief Executive Officer of LINKWELL CORPORATION, a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida (the "Corporation"), does hereby certify that the following resolutions were adopted pursuant to the authority of the Board of Directors of the Corporation:

A.           Creation of Series C Convertible Preferred Stock That pursuant to authority conferred upon the Board of Directors by the Articles of Incorporation of said Corporation, said Board of Directors adopt a resolution providing for the issuance of a Series of 9,581,973 shares of Series C Convertible Preferred Stock pursuant to a written consent, dated March 29, 2012, which resolution is as follows:

Series C Convertible Preferred Stock

1.           Designation, Amounts and Stated Value.  The designation of this series, which consists of Nine Million Five Hundred Eighty-one Thousand Nine Hundred and Seventy-three (9,581,973) shares of Preferred Stock, is the Series C Convertible Preferred Stock (the “Series C Preferred Stock”).  The “Stated Value” of the Series C Preferred Stock shall be $0.0005 per share, being the par value.  In the event of a liquidation or winding up of the Corporation, holders of the Series C Preferred Stock shall be entitled to receive the Stated Value per share of Series C Preferred Stock then outstanding.

2.           Dividends.  The Series C Preferred Stock shall  not be entitled to receive any dividends except as may be specifically declared by the Corporation’s Board of Directors from time to time.

3.           Rank.  The Series C Preferred Stock shall rank parri passu with any other series of preferred stock hereafter designated by the Corporation and not designated as senior securities or subordinate to the Series C Convertible Preferred Stock.

4.           Voting Rights.  Each share of Series C Preferred Stock shall entitle the holder thereof to one vote for every share of Common Stock into which such Series C Preferred Stock is then convertible, and with respect to such vote, shall be entitled to notice of any shareholders' meeting in accordance with the bylaws of this Corporation, and shall be entitled to vote, together as a single class with holders of Common Stock and any other series of preferred stock then outstanding, with respect to any question or matter upon which holders of common stock the have the right to vote.  Series C Preferred Stock shall also entitle the holders thereof to vote the shares as a separate class as required by Florida law.

5.           Redemption and Call Rights.  The Series C Preferred Stock shall not be subject to any redemption rights on behalf of the Corporation or subject to call by any holder of the Series C Preferred Stock.

6.           Holder Conversion Rights. The holders of the Series C Preferred Stock shall have the following rights with respect to the conversion of the Series C Preferred Stock into shares of the Corporation’s Common Stock:

A.           At any time following the effectiveness of a reverse stock split of the Corporation’s then outstanding common stock on the basis of one for 200 (1:200) (the “Reverse Stock Split”), and upon notice provided by the holder to the Corporation, a holder shall have the right to convert all or any portion of their Series C Preferred Stock into shares of the Corporation’s Common Stock on the basis of one (1) shares of Common Stock for each share of Series C Preferred Stock so converted.

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B.           Following the Reverse Stock Split, in the event the Corporation shall (i) make or issue a dividend or other distribution payable in Common Stock (other than with respect to the Series C Preferred Stock); (ii) subdivide outstanding shares of Common Stock into a larger number of shares; or (iii) combine outstanding shares of Common Stock into a smaller number of shares, including, but not limited to, pursuant to the Reverse Stock Split, the conversion ratio shall be adjusted appropriately by the Corporation’s Board of Directors.

C.           Following the Reverse Stock Split, if the Common Stock issuable upon the conversion of the Series C Preferred Stock shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for elsewhere in this Section 6), then in each such event, the holder of each share of Series C Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change by holders of the number of shares of Common Stock into which such shares of Series C Preferred Stock might have been converted immediately prior to such capital reorganization, reclassification or other change.

D.           In each case of an adjustment or readjustment of the conversion ratio, the Corporation, at its expense, will seek to furnish each holder of Series C Preferred Stock with a certificate, showing such adjustment or readjustment, and stating in detail the facts upon which such adjustment or readjustment is based.

F.           Promptly after the Corporation’s receipt of a conversion notice, and upon surrender of the Series C Preferred Stock certificate for cancellation, the Corporation shall deliver to the holder a certificate representing the number of the Corporation’s shares of Common Stock into which such Series C Preferred Stock is converted.  No fractional shares shall be issued, and, in lieu of any such fractional securities, each holder of Series C Preferred Stock who will otherwise be entitled to a fraction of a share upon surrender shall receive the next highest whole share.

7.           Consolidation, Merger, Exchange, Etc.  In case the Corporation shall enter into any consolidation, merger, combination, statutory share exchange or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, money and/or any other property, then in any such case the Series C Preferred Stock shall at the same time be similarly exchanged or changed into preferred shares of the surviving entity providing the holders of such preferred shares with (to the extent possible) the same relative rights and preferences as the Series C Preferred Stock.

8.           Designation of Additional Series.  The Board of Directors of the Corporation shall have the right to designate other shares of Preferred Stock having

1.           dividend, liquidation, or other preferences equal to, subordinate to, or superior to the rights of holders of the Series C Preferred Stock.  Such preferences shall be determined in the resolutions creating such subsequent series.

2.           Vote to Change the Terms of Series C Convertible Preferred Stock.  The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting, of the holders of not less than fifty percent (50%) of the then outstanding Series C Preferred Stock, shall be required for any change to the Corporation’s Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series C Convertible Stock.

10.           Lost or Stolen Certificates.  Upon receipt by the Corporation of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of any Series C Preferred Stock certificates, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Corporation and, in the case of mutilation, upon surrender and cancellation of the Series C Preferred Stock certificate(s), the Corporation shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, the Corporation shall not be obligated to re-issue preferred stock certificates if the holder contemporaneously requests the Corporation to convert such Series C Preferred Stock into Common Stock in which case such Series C Preferred Stock shall be converted pursuant to the terms of the Corporation’s Articles of Incorporation and a preferred stock certificate shall only be issued if required pursuant to the terms hereof.

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11.           Failure or Indulgence Not Waiver.  No failure or delay on the part of a holder of Series C Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

12.           Status of Converted Stock.  In case any shares of Series C Preferred Stock shall be converted, the shares so converted, or reacquired shall resume the status of authorized but unissued shares of Preferred Stock and shall no longer be designated as Series C Preferred Stock.

B.           Authority to Amend.  These Articles of Amendment were adopted by the unanimous consent of the Corporation’s Board of Directors on March 29, 2012 and no shareholder consent was required for the adoption thereof pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of said Corporation

IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer of this Corporation, has executed these Articles of Amendment as of March 29, 2012.

LINKWELL CORPORATION

By: /s/ Xuelian Bian

Xuelian Bian, Chief Executive Officer

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EX-4.1

EXHIBIT 4.1

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.

FORM OF SERIES C WARRANT

Warrant to Purchase Common Stock

Date of Issuance:  March 30, 2012 Warrant to Purchase shares of Common Stock

FOR VALUE RECEIVED, LINKWELL CORPORATION, a Florida corporation (the “Company”), promises to issue in the name of, and sell and deliver to METAMINING, INC., a California corporation (the "Holder") a certificate or certificates for that number of shares of the Company’s common stock, par value $0.0005 per share (the “Common Stock”) equal to 3,000,000 shares of Common Stock (giving effect to the Reverse Stock Split described below, upon payment by the Holder of $5.00 per share (the “Exercise Price"), with the Exercise Price being subject to adjustment in the circumstances set forth below.

1. Exercise of Warrant

(A)           Exercise Period.  The Holder may exercise this Warrant, in whole or in part (but not as to fractional shares), at any time and time to time commencing on the date following the effectiveness of a one for two hundred (1:200) reverse stock split of the Company’s common stock (the “Reverse Stock Split”) and ending at 5:00 p.m., Eastern Time, on the fifth (5th) anniversary of the date hereof (the “Exercise Period”).

(B)           Exercise Procedure.

(i)           This Warrant will be deemed to have been exercised at such time as the Company has received all of the following items (the “Exercise Date”):

(a)           a completed Exercise Agreement, in the form attached hereto as Exhibit 1, executed by the Holder (the “Purchaser”); and

(b)           a certified check or other immediately available funds payable to the Company in an amount equal to the sum of the product of the Exercise Price multiplied by the number of shares of Common Stock being purchased upon such exercise.

(ii)           Certificates for the shares of Common Stock purchased upon exercise of this Warrant will be delivered by the Company to the Purchaser within ten (10) business days after the Exercise Date.  Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company will prepare a new Warrant representing the rights formerly represented by this Warrant that have not expired or been exercised.  The Company will, within such ten (10) day period, deliver such new Warrant to the Holder at the address set forth in this Warrant.

(iii)           The shares of Common Stock issuable upon the exercise of this Warrant will be deemed to have been transferred to the Purchaser on the Exercise Date, and the Purchaser will be deemed for all purposes to have become the record holder of such Common Stock on the Exercise Date.

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(iv)           The issuance of certificates for shares of Common Stock upon the exercise of this Warrant will be made without charge to the Purchaser for any issuance tax in respect thereof or any other cost incurred by the Company in connection with such exercise and related transfer of the shares; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate or instrument in a name other than that of the Holder of this Warrant, and that the Company shall not be required to issue or deliver any such certificate or instrument unless and until the person or persons requiring the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

(v)           Unless the Company shall have registered the shares of Common Stock underlying this Warrant, the shares of Common Stock issuable upon the exercise of this Warrant will be “restricted securities” as that term is defined in the Securities Act of 1933. The Company may insert the following or similar legend on the face of the certificates evidencing shares of Common Stock if required in compliance with state securities laws:

"These securities have not been registered under any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the Company that an exemption from registration under any applicable state securities laws is available."

(C)           Fractional Shares.  The Company shall not be required to issue fractions of shares of Common Stock on the exercise of this Warrant.  The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of this Warrant, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests, provided, however, that if a Holder exercises all the Warrants held of record by such Holder, the Company shall at its option (i) eliminate the fractional interests by rounding any fraction up to the nearest whole number of shares or (ii) within 30 days after the Exercise Date, deliver to the Purchaser a check payable to the Purchaser, in lieu of such fractional share, in an amount equal to the value of such fractional share as determined by the closing price of the Company’s Common Stock as reported on the principal exchange on which the Company’s Common Stock is then traded, as of the close of business on the Exercise Date.

2. Effect of Reorganization, Reclassification, Consolidation, Merger or Sale

(A)           Recapitalization or Reclassification of Common Stock.  In case the Company shall at any time during the Exercise Period effect a recapitalization or reclassification of such character that its Common Stock shall be changed into or become exchangeable for a larger or smaller number of shares, including, but not limited to, pursuant to the Reverse Stock Split, then, upon the effective date thereof, the number of shares of Common Stock that the Holder of this Warrant shall be entitled to purchase upon exercise hereof shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in such number of shares of Common Stock by reason of such recapitalization or reclassification, and the Exercise Price of such recapitalized or reclassified Common Stock shall, in the case of an increase in the number of shares, be proportionately decreased and, in the case of a decrease in the number of shares, be proportionately increased.

(B)           Notice of Adjustment.  Whenever the number of shares of Common Stock purchasable upon exercise of this Warrant shall be adjusted as provided herein, the Company shall file with its corporate records a certificate of its Chief Financial Officer setting forth the computation and the adjusted number of shares of Common Stock purchasable hereunder resulting from such adjustments, and a copy of such certificate shall be mailed to the Holder.  Any such certificate or letter shall be conclusive evidence as to the correctness of the adjustment or adjustments referred to therein and shall be available for inspection at the principal offices of the Company by the Holder of the Warrant on any day during normal business hours.

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3.           Reservation of Common Stock.  During the Exercise Period the Company will at all time reserve and keep available such number of shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.  Upon exercise of this Warrant pursuant to its terms, the Holder will acquire fully paid and non-assessable ownership rights of the Common Stock, free and clear of any liens, claims or encumbrances except as otherwise provided herein.

4.           No Shareholder Rights or Obligations.  This Warrant will not entitle the Holder hereof to any voting rights or other rights as a shareholder of the Company.  Until the shares of Common Stock issuable upon the exercise of this Warrant are recorded as issued on the books and records of the Company’s transfer agent, the Holder shall not be entitled to any voting rights or other rights as a shareholder; provided, however, the Company uses its best efforts to ensure that, upon receipt of the Exercise Agreement and payment of the Exercise Price, the appropriate documentation necessary to effectuate the exercise of the Warrant and the issuance of the Common Stock is accomplished as expeditiously as possible.  No provision of this Warrant, in the absence of affirmative action by the Holder to purchase Common Stock, and no enumeration in this Warrant of the rights or privileges of the Holder, will give rise to any obligation of such Holder for the Exercise Price or as a shareholder of the Company.

5.           Transferability.  Subject to the terms hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed Assignment in the form of Exhibit 2 hereto at the principal offices of the Company.  This Warrant and the underlying shares of Common Stock may not be offered, sold or transferred except in compliance with the Securities Act of 1933, and any applicable state securities laws, and then only against receipt of an agreement of the person to whom such offer or sale or transfer is made to comply with the provisions of this Warrant with respect to any resale or other disposition of such securities; provided that no such agreement shall be required from any person purchasing this Warrant or the underlying shares of Common Stock pursuant to a registration statement effective under the Securities Act of 1933.  The Holder of this Warrant agrees that, prior to the disposition of any security purchased on the exercise hereof other than pursuant to a registration statement then effective under the Securities Act of 1933, or any similar statute then in effect, the Holder shall give written notice to the Company, expressing his intention as to such disposition.  Upon receiving such notice, the Company shall present a copy thereof to its securities counsel.  If, in the sole opinion of such counsel, which such opinion shall not be unreasonably withheld, the proposed disposition does not require registration of such security under the Securities Act of 1933, or any similar statute then in effect, the Company shall, as promptly as practicable, notify the Holder of such opinion, whereupon the Holder shall be entitled to dispose of such security in accordance with the terms of the notice delivered by the Holder to the Company.

6.           Miscellaneous

(A)           Notices.  Any notices, requests or consents hereunder shall be deemed given, and any instruments delivered, two days after they have been mailed by first class mail, postage prepaid, or upon receipt if delivered personally or by facsimile transmission, as follows:

If to the Company:                               Linkwell Corporation

1104 Jiatong Road, Jiading District

Shanghai, China 201807

If to the Holder:                                    To the address and/or facsimile of

Holder as recorded in the records of the Company.

except that any of the foregoing may from time to time by written notice to the other designate another address which shall thereupon become its effective address for the purposes of this paragraph.

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(B)           Entire Agreement.  This Warrant, including the exhibits and documents referred to herein which are a part hereof, contain the entire understanding of the parties hereto with respect to the subject matter and may be amended only by a written instrument executed by the parties hereto or their successors or assigns.  Any paragraph headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of this Warrant.

(C)           Governing Law. This Warrant shall be construed in accordance with the laws of the State of Florida, without and application of the principles of conflicts of laws.  If it becomes necessary for any party to institute legal action to enforce the terms and conditions of this Agreement, and such legal action results in a final judgment in favor of such party ("Prevailing Party"), then the party or parties against whom said final judgment is obtained shall reimburse the Prevailing Party for all direct, indirect or incidental expenses incurred, including, but not limited to, all attorney's fees, court costs and other expenses incurred throughout all negotiations, trials or appeals undertaken in order to enforce the Prevailing Party's rights hereunder.  Any suit, action or proceeding with respect to this Warrant shall be brought in the state or federal courts located in Palm Beach County in the State of Florida.  The parties hereto hereby accept the exclusive jurisdiction and venue of those courts for the purpose of any such suit, action or proceeding.  The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection that any of them may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect thereof brought in Palm Beach County, Florida, and hereby further irrevocably waive any claim that any suit, action or proceeding brought in Palm Beach County, Florida, has been brought in an inconvenient forum.

IN WITNESS WHEREOF, this Warrant has been duly executed and the corporate seal affixed hereto, all as of the day and year first above written.

LINKWELL CORPORATION

By: /s/ Xuelian Bian

Xuelian Bian, Chief Executive Officer

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EXHIBIT 1

EXERCISE AGREEMENT

To: ____________________ Dated: ____________________

The undersigned record Holder, pursuant to the provisions set forth in the within Warrant, hereby subscribed for and purchases shares of Common Stock covered by such Warrant and hereby makes full cash payment of $ for such shares at the Exercise Price provided by such Warrant.

 (Signature)

 (Print or type name)

(Address)

NOTICE: The signature of this Exercise Agreement must correspond with the name as written upon the face of the within Warrant, or upon the Assignment thereof, if applicable, in every particular, without alteration, enlargement or any change whatsoever.

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EXHIBIT 2

ASSIGNMENT

FOR VALUE RECEIVED, ________________, the undersigned Holder hereby sell, assigns, and transfer all of the rights of the undersigned under the within Warrant with respect to the number of shares of Common Stock issuable upon the exercise of such Warrant set forth below, unto the Assignee identified below, and does hereby irrevocable constitute and appoint __________________ to effect such transfer of rights on the books of the Company, with full power of substitution:

Name of Assignee Address of Assignee Number of Shares of Common Stock

Dated:      ____________________________ (Signature of Holder)
_____________________________ (Print or type name)

NOTICE: The signature of this Exercise Agreement must correspond with the name as written upon the face of the within Warrant, or upon the Assignment thereof, if applicable, in every particular, without alteration, enlargement or any change whatsoever.

CONSENT OF ASSIGNEE

I HEREBY CONSENT to abide by the terms and conditions of the within Warrant.

Dated:      ____________________________ (Signature of Holder)
_____________________________ (Print or type name)

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EX-10.9

EXHIBIT 10.9

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered in this 30th day of March 2012 by and among Linkwell Corporation, a Florida corporation (“Linkwell”), Metamining Nevada, Inc., a Nevada corporation which is a wholly owned subsidiary of the Shareholder (“Metamining”), and Metamining Inc., a California corporation (the “Shareholder”).

RECITALS:

A.           The Shareholder owns all of the issued and outstanding capital stock of Metamining, consisting of 60,000 shares of common stock (the “Metamining Shares”).

B.           Linkwell desires to acquire the Metamining Shares from the Shareholder in exchange for 9,000,000 shares of its Series C Convertible Preferred Stock (the “Preferred Shares”) attached hereto as Exhibit A and Series C common stock purchase warrants to purchase additional shares of Linkwell’s common stock (the “Warrants”) attached hereto as Exhibit B (collectively, the “Linkwell Securities”).

C.           The Shareholder desires to exchange its Metamining Shares for the Linkwell Securities upon the terms and conditions set forth herein.

D.           It is the intention of the parties hereto that:  (i) Linkwell shall acquire the Metamining Shares solely for the consideration set forth below (the “Exchange”); (ii) the Exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended (the “Securities Act”), and under the applicable securities laws of the jurisdiction where the Shareholder resides.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agree as follows:

Section 1.  Exchange of Shares

1.1           Exchange of Shares.  On the Closing Date (as hereinafter described) the Shareholder shall tender the Metamining Shares to Linkwell, and Linkwell shall issue the Linkwell Securities to the Shareholder in exchange therefor.  The designations, rights and preferences of the Preferred Shares are set forth on Exhibit A attached hereto and incorporated herein by such reference, and the form of Warrant is attached hereto as Exhibit B and incorporated herein by such reference.

1.2           Delivery of Metamining Shares and the Linkwell Securities.  On the Closing Date, the Shareholder will deliver to Linkwell the certificate(s) representing the Metamining Shares, duly endorsed for transfer (or with executed stock power(s)) so as to convey good and marketable title to the Metamining Shares to Linkwell, and, simultaneously therewith, Linkwell will deliver certificates evidencing the Linkwell Securities to the Shareholder, registered to the Shareholder.

Section 2.  Representations and Warranties of the Shareholder

The Shareholder represents and warrants to Linkwell as follows:

2.1           Organization and Good Standing.  The Shareholder is a corporation duly organized, validly existing and in good standing under the laws of California, and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted.  The Shareholder is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification.  Metamining is a wholly-owned subsidiary of the Shareholder.

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2.2           Authorization; Enforceability; No Breach.  The Shareholder has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder.  This Agreement constitutes the valid and binding obligation of the Shareholder enforceable against it in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights.  The execution, delivery and performance of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby will not:

(a)           violate any provision of the Articles of Incorporation or By-Laws of the Shareholder;

(b)           violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute ( or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which the Shareholder is a party or by or to which it or any of its assets or properties may be bound or subject;

(c)           violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, Shareholder, or upon the properties or business of the Shareholder; or

(d)           violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect on the business or operations of the Shareholder.

2.3           Litigation.There is no action, suit or proceeding pending or threatened, or any investigation, at law or in equity, before any arbitrator, court or other governmental authority, pending or threatened, nor any judgment, decree, injunction, award or order outstanding, against or in any manner involving the Shareholder or its properties or rights which (a) could reasonably be expected to have a material adverse effect on the Shareholder taken as a whole, or (b) could reasonably be expected to materially and adversely affect consummation of any of the transactions contemplated by this Agreement.

2.4           Information on Shareholder.  The Shareholder is an “accredited investor,” as such term is defined in Regulation D promulgated under the Securities Act, is experienced in investments and business matters, has made investments of a speculative nature and, with it representatives, has such knowledge and experience in financial, tax and other business matters as to enable it to utilize the information made available by Linkwell to evaluate the merits and risks of and to make an informed investment decision with respect to this Agreement, which represents a speculative investment.  Shareholder is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.

2.5           Investment Intent.  Shareholder understands that the Linkwell Securities have not been registered under the Securities Act, that the Exchange commences a new holding period for the Linkwell Securities, and the Linkwell Securities, or any shares of Linkwell’s common stock underlying the Linkwell Securities, may not be sold, assigned, pledged, transferred or otherwise disposed of unless the Linkwell Securities are registered under the Securities Act or an exemption from registration is available.  Shareholder represents and warrants that it is acquiring the Linkwell Securities for its own account, for investment, and not with a view to the sale or distribution of the Linkwell Securities except in compliance with the Securities Act.  Each certificate representing the Linkwell Securities will have the following or substantially similar legend thereon:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”) or any state securities laws.  The shares have been acquired for investment and may not be sold or transferred in the absence of an effective Registration Statement for the shares under the Act unless, in the opinion of counsel satisfactory to the Company, registration is not required under the Act or any applicable state securities laws.”

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2.6           Ownership of Metamining Shares.  Shareholder is the sole record and beneficial owner of the Metamining Shares, all of which shares are owned free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.  There are no outstanding subscriptions, rights, options, warrants or other agreements obligating Shareholder to sell or transfer to any third person any or all of the Metamining Shares owned by Shareholder, or any interest therein.  Shareholder has the power to enter into this Agreement and to carry out its obligations hereunder.

2.7           Brokers or Finders.  No broker’s or finder’s fee will be payable by the Shareholder in connection with the transaction contemplated by this Agreement, nor will any such fee be incurred as a result of any actions by the Shareholder.

Section 3.  Representations and Warranties of Metamining

Metamining hereby represents and warrants to Linkwell as follows:

3.1           Organization and Good Standing.  Metamining is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted.  Metamining is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification.  Metamining has no subsidiaries.

3.2           Authorization; Enforceability; No Breach.  Metamining has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder.  This Agreement constitutes the valid and binding obligation of Metamining enforceable against it  in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights.  The execution, delivery and performance of this Agreement by Metamining and the consummation of the transactions contemplated hereby will not:

(a)           violate any provision of the Articles of Incorporation or By-Laws of Metamining;

(b)           violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute ( or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which Metamining is a party or by or to which it or any of its assets or properties may be bound or subject;

(c)           violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, Metamining or upon the properties or business of Metamining; or

(d)           violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect on the business or operations of Metamining.

3.3           Compliance with Laws.  Metamining has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business which, if not complied with, would materially and adversely affect the business or financial condition of Metamining taken as a whole.

3.4           Litigation.  There is no action, suit or proceeding pending or threatened, or any investigation, at law or in equity, before any arbitrator, court or other governmental authority, pending or threatened, nor any judgment, decree, injunction, award or order outstanding, against or in any manner involving Metamining or its properties or rights which (a) could reasonably be expected to have a material adverse effect on Metamining taken as a whole, or (b) could reasonably be expected to materially and adversely affect consummation of any of the transactions contemplated by this Agreement.

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3.5           Real Estate.  The Metamining Financial Statements (as hereinafter defined) set forth all real property owned by Metamining or mining rights held by it under leases or subleases (the "Leases"), true and correct copies of which have been previously provided to Linkwell.  The Leases are valid, binding and enforceable in accordance with their respective terms, and there does not exist under any such Lease any default by Metamining or, to Metamining’ s knowledge, of any event that, with notice or lapse of time or both, would constitute a default by Metamining or, to Metamining’ s knowledge, by any other person. All rent and other charges currently due and payable under the Leases have been paid.

3.6           Assets.  Metamining owns all rights, title and interest in and to its assets, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts or any other encumbrances.

3.7           Contracts.  Schedule 3.7 sets forth all contracts to which Metamining is a party.  Other than as set forth on Schedule 3.7, Metamining is not a party to any contracts, agreements, engagement letters, or other understandings which bind Metamining or its assets.

3.8           Financial Statements.  Metamining has previously delivered to Linkwell an audited balance sheet at December 31, 2011 together with audited statements of operations, cash flow and shareholders’ equity for period from March 30, 2011 (date of inception) through December 31, 2011 (the “Metamining Financial Statements”).  The Metamining Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved.

3.9           No Material Adverse Change.  Since the date of the Metamining Financial Statements, there has been no material adverse change in the assets, operations, financial condition or prospects of Metamining, taken as a whole.

3.10           Books and Records.  The financial records of Metamining accurately reflect in all material respects the information relating to the business of Metamining, the location and collection of its assets, the nature of all transactions giving rise to the obligations or accounts receivable of Metamining.

3.11           Notes Payable; Liabilities.  Metamining has previously delivered to Linkwell copies of notes payable in the aggregate amount of $11,250,000 (the “Notes”) to the payees and in the amounts set forth on Schedule 3.11 hereto.  Metamining has not suffered or incurred any material direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, including without limitation, liabilities on account of taxes, other governmental charges or legal proceedings, nor does Metamining have any liabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise, that would be required by GAAP to be reflected on a balance sheet of Metamining (or in the notes thereto). (the “Metamining Liabilities”) other than (a) as set forth in the Metamining Financial Statements, or (b) previously discharged Metamining Liabilities.

3.12           Off Balance Sheet Arrangements.  Metamining is not a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among Metamining, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance-sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Metamining or its affiliates.

3.13           Capitalization.  The authorized capital stock of Metamining consists of 75,000 shares of common stock of which 60,000 shares are presently issued and outstanding.  Such shares of common stock are owned of record and beneficially by the Shareholder.  Metamining has not granted, issued or agreed to grant, issue or make available any warrants, options, subscription rights or any other commitments of any character relating to the unissued shares of capital stock of Metamining.  All of the Metamining Shares are duly authorized and validly issued, fully paid and non-assessable.

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3.14           Taxes.  All required tax returns or federal, state, county, municipal, local, foreign and other taxes and assessments have been properly prepared and filed by Metamining for all years for which such returns are due unless an extension for filing any such return has been properly prepared and filed.  Any and all federal, state, county, municipal, local, foreign and other taxes, assessments, including any and all interest, penalties and additions imposed with respect to such amounts have been paid or provided for. Metamining has no outstanding tax liabilities and has not received notice of any tax inquiry or audit against it.

3.15           Actions and Proceedings.  There is no outstanding order, judgment, injunction, award or decree of any court, governmental or regulatory body or arbitration tribunal against or involving Metamining.  There is no action, suit or claim or legal, administrative or arbitral proceeding or (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) pending or threatened against or involving Metamining or any of its properties or assets.  There is no fact, event or circumstances that may give rise to any suit, action, claim, investigation or proceeding

3.16           Full Disclosure.  No representation or warranty by Metamining in this Agreement or in any document or schedule to be delivered by them pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished to Linkwell pursuant hereto or in connection with the negotiation, execution or performance of this Agreement contains, or will contain, any untrue statement of a material fact or omits, or will omit, to state any fact necessary to make any statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material aspects of the businesses of Metamining.

3.17           Brokers or Finders.  No broker’s or finder’s fee will be payable by Metamining in connection with the transaction contemplated by this Agreement, nor will any such fee be incurred as a result of any actions by Metamining.

Section 4.  Representations and Warrants of Linkwell

Linkwell represent and warrants to Shareholder and Metamining as follows:

4.1           Organization and Good Standing.  Linkwell is a corporation duly organized, validly existing and in good standing under the laws of Florida, and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted.  Linkwell is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification.  Linkwell’s subsidiaries, and its ownership interest in each, are  set forth in its Linkwell SEC Documents (as hereinafter defined).

4.2           Authorization; Enforceability; No Breach.  Linkwell has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder.  This Agreement constitutes the valid and binding obligation of Linkwell enforceable against it in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights.  The execution, delivery and performance of this Agreement by Linkwell and the consummation of the transactions contemplated hereby will not:

(e)           violate any provision of the Articles of Incorporation or By-Laws of Linkwell;

(f)           violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute ( or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which Linkwell is a party or by or to which it or any of its assets or properties may be bound or subject;

(g)           violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, Metamining, or upon the properties or business of Linkwell;

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(h)           violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect on the business or operations of Linkwell; or

(i)           trigger any put or call rights granted to Ecolabs, Inc. or otherwise give rise to any other rights to acquire any securities of Linkwell, or result in an adjustment of the exercise price of any outstanding option or warrant of Linkwell.

4.3           The Linkwell Securities.  The Linkwell Securities to be issued to the Shareholder have been, or on or prior to the Closing will have been, duly authorized by all necessary corporate and shareholder actions and, when so issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and will not be issued in violation of the pre-emptive or similar rights of any person.

4.4           Linkwell Financial Statements and SEC Documents.  Linkwell’s audited balance sheets at December 31, 2011 and 2010, and the related statements of operations and shareholders’ equity for each the two fiscal years then ended (collectively, the “Linkwell Financial Statements”) have been filed by Linkwell with the Securities and Exchange Commission (“SEC”) and are available on the SEC’s website at www.sec.gov.  The Linkwell Financial Statements have been prepared in accordance with GAAP.  Linkwell has filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC since January 1, 2010 (the “Linkwell SEC Documents”).  As of their respective dates or, if amended, as of the date of such amendment, the Linkwell SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Linkwell SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.  As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by Linkwell from the SEC or its staff. There has been no material correspondence between the SEC and Linkwell since November 6, 2011 that is not available on the SEC’s Electronic Data Gathering and Retrieval database.  Except (a) as reflected or reserved against in Linkwell’s most recent unaudited balance sheets (or stated in the notes thereto) at September 30, 2011 included in the Linkwell SEC Documents and (b) for liabilities and obligations incurred since September 30, 2011 in the ordinary course of business consistent with past practice (the “Linkwell Liabilities”), and Linkwell does not have any liabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise, that would be required by GAAP to be reflected on a balance sheet of Linkwell (or in the notes thereto).

4.5           No Material Adverse Changes.  Since the date of the Linkwell Financial Statements, there has been no material adverse change in the assets, operations, financial condition or prospects of Linkwell, taken as a whole.

4.6           Compliance with Laws.  Linkwell has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business which, if not complied with, would materially and adversely affect the business or financial condition of Linkwell.

4.7           Litigation.  There is no action, suit or proceeding pending or threatened, or any investigation, at law or in equity, before any arbitrator, court or other governmental authority, pending or threatened, nor any judgment, decree, injunction, award or order outstanding, against or in any manner involving Linkwell or any of Linkwell's properties or rights which (a) could reasonably be expected to have a material adverse effect on Linkwell taken as a whole, or (b) could reasonably be expected to materially and adversely affect consummation of any of the transactions contemplated by this Agreement.

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4.8           Capitalization.  The authorized capital stock of Linkwell consists of (i) 150,000,000 shares of common stock, of which there are presently issued and outstanding the number of shares of common stock set forth on Schedule 4.8., and (ii) 10,000,000 shares of preferred stock, of which no shares are presently issued and outstanding. All of the previously designated and issued shares of Linkwell’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock have been converted into shares of Linkwell common stock pursuant to the terms of such preferred stock.  Linkwell has not granted, issued or agreed to grant, issue or make available any warrants, options, subscription rights or any other commitments of any character relating to the unissued shares of capital stock of Linkwell except as set forth in the Linkwell SEC Documents.  All of the issued and outstanding capital stock of Linkwell has been duly authorized and validly issued, fully paid and non-assessable, and was issued in compliance with applicable securities laws.

4.9           Taxes.  All required tax returns or federal, state, county, municipal, local, foreign and other taxes and assessments have been properly prepared and filed by Linkwell for all years for which such returns are due unless an extension for filing any such return has been properly prepared and filed.  Any and all federal, state, county, municipal, local, foreign and other taxes, assessments, including any and all interest, penalties and additions imposed with respect to such amounts have been paid or provided for.  Linkwell has no outstanding tax liabilities and has not received notice of any tax inquiry or audit against it.

4.10           Reverse Stock Split.  Linkwell has not effected the one for thirty (1:30) reverse stock split (the “Reverse Stock Split”) of its outstanding common stock as contemplated in the definitive Information Statement on Schedule 14C as filed by Linkwell with the SEC on March 9, 2012.

4.11           Full Disclosure.  No representation or warranty by Linkwell in this Agreement or in any document or schedule to be delivered by them pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished to Linkwell pursuant hereto or in connection with the negotiation, execution or performance of this Agreement contains, or will contain, any untrue statement of a material fact or omits, or will omit, to state any fact necessary to make any statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material aspects of the businesses of Linkwell.

4.12           Brokers or Finders.  No broker’s or finder’s fee will be payable by Linkwell in connection with the transaction contemplated by this Agreement, nor will any such fee be incurred as a result of any actions by Linkwell.

Section 5.  Covenants

5.1           Examinations and Investigations.  Prior to the Closing Date, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation and verification of the assets, properties, business and operations, books, records and financial condition of the other, including communications with suppliers, vendors and customers, as they each may reasonably require.  No investigation by a party hereto shall, however, diminish or waiver in any way any of the representations, warranties, covenants or agreements of the other party under this Agreement.  Consummation of this Agreement shall be subject to the fulfillment of due diligence procedures to the reasonable satisfaction of each of the parties hereto and their respective counsel.

5.2           Expenses.  Each party hereto agrees to pay its own costs and expenses incurred in negotiating this Agreement and consummating the transactions described herein.

5.3           Further Assurances.  The parties shall execute such documents and other papers and take such further action as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.  Each such party shall use its best efforts to fulfill or obtain in the fulfillment of the conditions to the Closing, including, without limitation, the execution and delivery of any documents or other papers, the execution and delivery of which are necessary or appropriate to the Closing.

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5.4           Confidentiality.  In the event the transactions contemplated by this Agreement are not consummated, each of the parties hereto agree to keep confidential any information disclosed to each other in connection therewith; provided, however, such obligation shall not apply to information which:

(a)           at the time of disclosure was public knowledge;

(b)           after the time of disclosure becomes public knowledge (except due to the action of the receiving party); or

(c)           the receiving party had within its possession at the time of disclosure.

5.5           Stock Certificates and Consideration.  At the Closing, the Shareholder shall have delivered the certificates representing the Metamining Shares duly endorsed (or with executed stock powers) so as to make Linkwell the sole owner thereof.  At such Closing, Linkwell shall issue to the Shareholder the Linkwell Securities as provided herein.

5.6           No Change to Capitalization.  From the date hereof and continuing to the Closing Date, neither Linkwell nor Metamining shall issue any shares of capital stock or any securities convertible into capital stock, or enter into any agreement to do so and Linkwell shall take no action to effect the previously approved Reverse Stock Split.

Section 6.  The Closing

The Closing shall take at a time and place mutually agreed upon by Linkwell, Metamining and the Shareholder following satisfaction or waiver of all conditions precedent to Closing (the “Closing”).  At the Closing, the parties shall provide each other with such documents as may be necessary or appropriate and customary in transactions of this sort in order to consummate the transactions contemplated hereby, including evidence of due authorization of the Agreement and the transactions contemplated hereby.

Section 7.  Conditions Precedent to Closing

7.1           Conditions Precedent to the Obligation of Linkwell to Issue the Linkwell Securities.  The obligation of Linkwell to issue the Linkwell Securities to the Shareholder and to otherwise consummate the transactions contemplated hereby is subject to the satisfaction, at or before the Closing, of each of the conditions set forth below.  These conditions are for Linkwell's sole benefit and may be waived by Linkwell at any time in its sole discretion.

(a)           The representations and warranties of Metamining and the Shareholder will be true and correct in all material respects as of the date when made and as of the Closing Date, as though made at that time;

(b)           Metamining and the Shareholder shall have performed all agreements and satisfied all conditions required to be performed or satisfied by them at or prior to the Closing;

(c)           No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement;

(d)           There shall have been noadverse effect on the business, operations, properties, prospects or financial condition of Metamining that is material and adverse to Metamining, taken as a whole;

(e)           The Shareholder shall have delivered to Linkwell the certificate(s) representing the Metamining Shares, duly endorsed for transfer (or with executed stock power(s);

(f)           The Shareholder shall have delivered the books and records of Metamining to Linkwell; and

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(g)           Metamining and the Shareholder shall have delivered to Linkwell such other documents relating to the transactions contemplated by this Agreement as Linkwell may reasonably request.

7.2           Conditions Precedent to the Obligation of the Shareholder to Exchange Its Metamining Shares.  The obligation of the Shareholder to exchange its Metamining Shares for the Linkwell Securities and to otherwise consummate the transactions contemplated hereby is subject to the satisfaction, at or before the Closing, of each of the conditions set forth below.  These conditions are for the Shareholder’s sole benefit and may be waived by the Shareholder at any time in its sole discretion.

(a)           The representations and warranties of Linkwell will be true and correct in all material respects as of the date when made and as of the Closing Date, as though made at that time;

(b)           Linkwell shall have performed all agreements and satisfied all conditions required to be performed or satisfied by it at or prior to the Closing;

(c)           Linkwell shall revise its by-laws as may be required and appoint as directors two persons designated by the Shareholder;

(d)           No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement;

(e)           There shall have been noadverse effect on the business, operations, properties, prospects or financial condition of Linkwell that is material and adverse to Linkwell, taken as a whole.  Linkwell shall have timely filed its Annual Report on Form 10-K for the year ended December 31, 2011 with the SEC, which such report shall have been prepared in conformity with the rules and regulations of the SEC and shall contain the unqualified audit report of Linkwell’s independent registered public accounting firm on its financial statements contained therein;

(f)           Linkwell shall have filed an amendment to its Articles of Incorporation in the form attached hereto as Exhibit A designating the Preferred Shares;

(g)           Linkwell’s common stock shall be quoted on the Pink Sheet;

(h)           Linkwell shall have delivered the Linkwell Securities to the Parent;

(i)           Linkwell shall have issued certificates representing 581,973 Preferred Shares to the entities, and in the amounts, set forth on Schedule 7.2 hereof; and

(j)           Linkwell shall have delivered to the Shareholder such other documents relating to the transactions contemplated by this Agreement as the Shareholder may reasonably request.

Section 8.  Survival of Representations and Warranties of Linkwell

Notwithstanding any right of the Shareholder fully to investigate the affairs of Linkwell, the Shareholder shall have the right to rely fully upon the representations, warranties, covenants and agreements of  contained in this Agreement or in any document delivered by Shareholder or any of its representatives, in connection with the transactions contemplated by this Agreement.  All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing Date hereunder for 12 months following the Closing.

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Section 9.  Survival of Representations and Warranties of The Shareholder

Notwithstanding any right of Linkwell fully to investigate the affairs of Metamining, Linkwell has the right to rely fully upon the representations, warranties, covenants and agreements of Metamining and the Shareholder contained in this Agreement or in any document delivered to Linkwell by either entity or any of its respective representatives, in connection with the transactions contemplated by this Agreement.  All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing Date hereunder for 12 months following the Closing.

Section 10.  Indemnification

10.1           Obligation of Linkwell to Indemnify.  Subject to the limitations on the survival of representations and warranties contained in Section 9, Linkwell hereby agrees to indemnify, defend and hold harmless the Shareholders from and against any losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys’ fees and disbursements) (a “Loss”) based upon, arising out of, or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Linkwell contained in this Agreement or in any document or other writing delivered pursuant to this Agreement.

10.2           Obligation of the Shareholder to Indemnify.  Subject to the limitations on the survival of representations and warranties contained in Section 8, the Shareholder agrees to indemnify, defend and hold harmless Linkwell to the extent provided for herein from and against any Loss based upon, arising out of, or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement made by any of them and contained in this Agreement or in any document or other writing delivered pursuant to this Agreement.

Section 11.  Miscellaneous

11.1           Waivers.  The waiver of a breach of this Agreement or the failure of any party hereto to exercise any right under this agreement shall in no event constitute waiver as to any future breach whether similar or dissimilar in nature or as to the exercise of any further right under this Agreement.

11.2           Amendment.  This Agreement may be amended or modified only by an instrument of equal formality signed by the parties or the duly authorized representatives of the respective parties.

11.3           Binding Agreement; Assignment.  This Agreement shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. This Agreement is not assignable except by operation of law.

11.4           Notices.  Until otherwise specified in writing, the mailing addresses of both parties of this Agreement shall be as follows:

The Shareholder:                                1065 E. Hillsdale Blvd., Suite 318

Foster City, CA  94406

Metamining:                                        1065 E. Hillsdale Blvd., Suite 318

Foster City, CA  94406

Linkwell:                                              1104 Jiatong Road, Jiading District

Shanghai, China 201807

with a copy to: Linkwell’s registered agent as reflect in the public records of the Secretary of State of Florida

Any notice or statement given under this Agreement shall be deemed to have been given if sent by certified mail, return receipt requested, overnight courier or personal delivery, to the other party(ies) at the addresses indicated above or at such other address or number as may be furnished in writing in accordance with this paragraph.

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11.5           Governing Law; Venue.  This Agreement shall be governed and construed in accordance with the laws of the State of Florida, without regard to the conflicts of law provisions thereof.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County of Palm Beach, State of Florida, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  If any provision of this agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this agreement in that jurisdiction or the validity or enforceability of any provision of this agreement in any other jurisdiction.  EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.

11.6           Publicity.  No publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued by either party hereto at any time from the signing hereof without advance approval in writing of the form and substance thereof by the other party.

11.7           Entire Agreement.  This Agreement (including the Exhibits and Schedules hereto) and the collateral agreements executed in connection with the consummation of the transactions contemplated herein contain the entire agreement among the parties with respect to the purchase and issuance of the Metamining Shares and the Linkwell Securities and related transactions, and supersede all prior agreements, written or oral, with respect thereto.

11.8           Headings.  The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

11.9           Severability of Provisions.  The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.

11.10           Counterparts; Facsimile.  This Agreement may be executed in any number of counterparts, each of which, when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document. This Agreement may be executed and delivered by facsimile transmission and when so executed and delivered shall have the same effect as if the receiving party had received an original counterpart of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

LINKWELL CORPORATION

By: /s/ Xuelian Bian

      Xuelian Bian,

      Chief Executive Officer

METAMINING NEVADA, INC.

By: /s/ Song Qiang Chen                                                               

      Song Qiang Chen,

      Chairman

METAMINING, INC.

By: /s/ Song Qiang Chen                                                               

      Song Qiang Chen,

      Chairman

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INDEX OF EXHIBITS AND SCHEDULES

Exhibit A Articles of Amendment to the Articles of Incorporation of Linkwell Corporation containing the designations, rights and preferences of the Series C Convertible Preferred Stock

Exhibit B Form of Linkwell Corporation Series C Common Stock Purchase Warrant

Schedule 3.7 Metamining Contracts

Schedule 3.11 Metamining Notes

Schedule 4.8 Linkwell Corporation listing of the outstanding and issued common stock as of March 28, 2012

Schedule 7.2                                                      Preferred Shares to be issued for consulting services

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Schedule 3.7

Purchase and Sale Agreement (Agreement No. NV01) dated April 15, 2011 by and between Little Valley Group, LLC and Metamining, Inc.

Purchase and Sale Agreement (Agreement No. NV02) dated April 15, 2011 by and between Greater Nevada Ranches, LLC and Metamining Inc.

Purchase and Sales Agreement (Agreement No. NV03) dated April 15, 2011 by and between Western Resource Group, LLC and Metamining, Inc.

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Schedule 3.11

See amounts due under contracts listed on Schedule 3.7

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Schedule 4.8

Linkwell has 105,605,475 shares of common stock and no shares of preferred stock which are issued and outstanding.

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Schedule 7.2

581,973 Preferred Shares are to be issued by Linkwell to China Direct Investments, Inc.

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EX-10.10

Exhibit 10.10

PURCHASE AND SALE AGREEMENT

Agreement No. NVO1

THIS AGREEMENT is made effective as of the 15th day of April, 2011, by and between Little Valley Group, LLC, a Utah Limited Liability Company (hereinafter designated as "SELLER", whether one or more), having its business address at 11657 Carrington Court, Sandy, Utah, 84092 and Metamining, Inc., (hereinafter designated as "BUYER"), having its business address at 1065 E. Hillsdale Blvd., Suite 318, Foster City, CA, 94404. SELLER and BUYER are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties."

WITNESETH

WHEREAS, SELLER is the owner of certain unpatented mining claims lying and situated in Pershing County, Nevada, as more particularly described in Exhibit A attached hereto (herein defined and referred to as the "Property") and SELLER wishes to sell and BUYER wishes to acquire the Property.

NOW, THEREFORE, for a valuable consideration paid to SELLER by BUYER, the receipt and sufficiency of which is hereby acknowledged, and m consideration of the covenants hereinafter set forth, SELLER and BUYER agree as follows:

1.           The "Property"

The Property shall mean all of the interest in all of the unpatented mining claims described in Exhibit A attached hereto and made a part hereof, together with all of the ores, minerals, stockpiles, and materials located therein, thereon, or thereunder, and all right, title and interest of SELLER in and to the surface of said mining claims, and all water, water rights, easements and rights-of-way now and hereafter owned or held by SELLER in, upon or under the said Property or in any way pertaining thereto.

2.           Warranties and Representations

No person is authorized to make, and by execution hereof BUYER acknowledges, that no person has made any representation, warranty, guaranty or promise except as set forth herein. The Parties acknowledge that SELLER has made the Property available for the BUYER'S independent inspection. The Parties further acknowledge that the SELLER makes no claims or warrants as to the mineral content or value of the Property and except for the specified express warranties of the other contained in this Agreement, the Property is purchased and/or exchanged in its "as is" condition.

Condition of Title: SELLER warrants that it owns and has title to the Property, subject to the rights of the United States in the FEE. SELLER represents and warrants to BUYER that: (i) subject to the rights of the United States and the matters set forth below with respect to mining related claims and properties, SELLER owns and has the exclusive possession of the Property; (ii) SELLER has the full right, power, and capacity to enter into this Agreement upon the terms set forth herein; (iii) each of the unpatented lode mining claims described in Exhibit A has been validly located, filed and recorded in the office of the Clerk or Recorder of the county in which the claims are located in compliance with the laws of the United States and of the state in which the claims are located as they relate to location and recordation of such claims; (iv) to the extent applicable, SELLER has timely complied with all of the filing provisions of the Federal Land Policy and Management Act (43 U.S.C., Subsection 1744) as they pertain to the claims described in Exhibit A; and (v) SELLER has timely paid the necessary claim maintenance fees or performed assessment work upon the claims described in Exhibit A through the assessment year ending September 1, 2011 and has recorded and filed proof thereof, all of which work, recordings and filings have been completed in accordance with the applicable state and federal statutes pertaining to assessment work. SELLER further warrants that all taxes and assessments are paid and have no liens against them except as listed herein with the exception of the special "one time" fees (approximately USD2,800.00) levied by the State of Nevada and payable by June 1, 2011. Notwithstanding any provision herein to the contrary, the sole and exclusive remedy for any breach of the warranties set forth in this Paragraph 2 shall be the right to cure such breach and then deduct the actual cost of such breach from the payments owed to SELLER hereunder, all as set forth in Paragraph 10.B below.

3.           Term

Unless sooner terminated or extended as hereinafter provided, the term of this Agreement shall be for a period of TWO (2) years commencing on the effective date hereof or the, relinquishment of said Property in Exhibit A back to the SELLER, whichever occurs first. The TWO (2) year period is hereafter called the Term of the Agreement.

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4.           Agreement Period

A. Grant: SELLER hereby grants, demises, and furnishes the Property exclusively unto the BUYER, its successors and assigns during the Agreement Period with the exclusive right and privilege to explore and mine, including drilling and sampling, develop, catalog, analyze and assess all ores, minerals and materials of whatsoever nature or sort, evaluate the type, quality, or quantity of minerals present, to copy, peruse, and evaluate any and all documents relating to the Property in Exhibit A, and to use so much of the surface and underground thereof as may be necessary, useful, or convenient to the full extent allowed by law to enjoy all of the rights herein granted. BUYER is hereby further granted the exclusive right to construct and use, facilities, equipment roadways, and haulage ways, and all other required structures.

B. Permits: BUYER will have the right to begin the permitting process and obtain all required Federal, State, or local permits for exploration, feasibility and mining operations on the Property. Permits will be in the name of the BUYER unless otherwise noted and agreed upon.

C. Contracts: BUYER will have the right to negotiate contracts for the mining, processing and shipping of iron ore, iron products or other minerals from the property. Such contracts will be effective after title is transferred to BUYER or its assIgnee.

D. Review: Following the execution of this Agreement, BUYER will be provided copies of all review material not previously submitted including pertinent maps, magnetic anomaly data, claim maps, drill records, market reports, previous field studies, and proof of ownership in the possession of SELLER. Any information obtained as a result of this review will be maintained in confidence subject to the terms of the Mutual Nondisclosure Agreement executed by the Parties. Unless this Agreement is fully consummated by the payment of the full purchase price to SELLER prior to the end of the Agreement Period, any such information held or copied in any form and held by BUYER shall be either returned to SELLER or destroyed at SELLER's discretion. The Parties hereto will cooperate to complete all conditions set forth herein expeditiously.

5. Purchase Price

The purchase price for the Property shall be ELEVEN MILLION USD ($11,000,000) which shall be paid by BUYER in accordance with the terms of this Agreement. BUYER is purchasing the properties described herein by way of a First Installment (Down Payment) which includes Pre-Payment and a credit to BUYER for the amount of the Review Payment previously received and balance of down payment, a Second Installment due within ONE (1) Year after the signing of this Agreement and a Third (Final) Installment due within TWO (2) Years after the singing of this Agreement. Final Payment of the Balance Due including any fees and interest as specified herein shall fully execute the Agreement. In the event that BUYER fails to fully execute the Agreement within the time period allowed and agreed by both parties, all rights, titles, and Property shall transfer back to the SELLER as provide for herein.

6.           Payments to SELLER

A. Down Payment: BUYER agrees that it initiates the purchasing of the property, claims, mineral and materials listed in Exhibit A herein for the sum of TWO MILLION THREE HUNDRED FIFTEEN THOUSAND SEVEN HUNDRED NINETY US DOLLARS AND SEVENTY SIX CENTS (USD2,315,790.76). Upon the execution of this Agreement by BUYER and SELLER, all Parties including Escrow Holder, will exercise the provisions of SCHEDULE "1 ("Procedures to Purchase") regarding the Down Payment and subsequent Payments. If this Agreement is terminated, BUYER shall have no obligation to make subsequent payments, but shall not be entitled to any refund of the previous payments.

1. Escrow Holder: The Escrow Holder shall act as an Independent Trustee with no vested or conflicting interests. Payments and Transfer Documents shall be held in escrow and released to either BUYER or SELLER in accordance with Schedule I of this Agreement

2. Failure to Close: In the event that BUYER fails to close the purchase of the Property by failing to make the specified payments to complete this Agreement within the time and manner specified herein, SELLER shall be released from all obligations in law or at equity to proceed further with this Agreement. The BUYER and SELLER acknowledge that the nonrefundable Payments will be retained by SELLER and that SELLER will have no other right, cause of action or additional recourse against BUYER for the default in closing this transaction. All Property, titles, rights, easements and grants shall transfer back to SELLER, as specified in Schedule I, in good order and without liens or encumbrances.

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B. Method of Payment: All payments required to be made by BUYER to SELLER or Escrow Holder may be made in currency, by draft, by check, electronic transfer or other readily available funds at the option of BUYER, and said payments may be mailed or delivered to Escrow Holder of record and certified copy of delivery to SELLER at the address specified pursuant to Paragraph 13. All dollar amounts referenced in this Agreement or any attachments are understood to mean United States Dollars (USD). Upon making any payment as described above, BUYER shall be relieved of any responsibility for distribution of such payment to SELLER or SELLER'S successors in interest. The delivery or the deposit in the mail of any payment hereunder on or before the due date thereof shall be deemed timely payment hereunder. If any payment owed to SELLER by BUYER hereunder is not made when due, BUYER shall be liable for a late fee of $2,000.00. If BUYER fails to make payment within ten (10) days after due date, BUYER shall pay SELLER, in each following month, a monthly payment which is equal to at least one sixth (1/6) of the amount owed, plus a flat fee per month (to be prorated by days) up to a maximum period of SIX (6) months after the due date (more specifically described in Schedule I and Addendum #1).

7.           Conduct of Operations; Protection from Liens; and Indemnification

BUYER shall conduct all exploration and other operations in accordance with Good Mining Practices and sound principles of conservation and with due regard to the development and preservation of the Property as a mineral property. BUYER shall at all times comply with all valid and applicable local, state and federal laws and regulations governing its operations or applicable to the Property, whether such laws and regulations are now in effect or become effective during the Term of this Agreement, including but not limited to those relating to health, safety, noise, reclamation, waste disposal, water and air quality, and the environment. BUYER shall pay all expenses incurred by it in its operation on the Property and shall allow no liens arising from any act of BUYER to remain upon the interest of SELLER in and to the Property; provided, however, that if BUYER, in good faith, disputes the validity or amount of any claim, lien or liability asserted against it with respect to the Property, it shall not be required to pay or discharge the same until the amount and validity thereof have been finally determined. BUYER shall, pursuant to NRS 108.2413, obtain the release of a mechanic's lien by posting a surety bond. Before beginning any operations on the Property, BUYER shall carry workman's compensation insurance or general liability coverage, naming SELLER as an additional beneficiary, to the extent and in the amount of ONE MILLION USD ($1,000,000) or as required by the laws of the State of Nevada.

BUYER agrees to defend, indemnify, and save SELLER harmless from any and all actions, claims, costs, expenses, damages, fines, or liability of any kind resulting from BUYER's acts or omissions together with any and all costs, expenses and fees, including attorney's fees, incurred by SELLER incident thereto regardless of whether such liability, claim, cost or expense arises during or after the Term of this Agreement. BUYER shall not indemnify nor save SELLER harmless from any such actions, claims or liability arising out of SELLER'S acts or omissions or conditions of the Property caused by SELLER.

8.           Taxes

BUYER shall pay all taxes, assessments and other governmental charges imposed upon the Property and upon any equipment and improvements placed by it thereon for the period that this Agreement is in effect. SELLER and BUYER agree to promptly transmit to BUYER and SELLER all notices pertaining to such taxes, assessments and charges which the Parties may receive. If this Agreement is terminated, such taxes shall be prorated between BUYER and SELLER for the tax year in which such termination occurs. BUYER shall have the right to contest in the courts or otherwise, in its own name or in the name of SELLER, the validity or amount of any such taxes or assessments if it deems the same unlawful, unjust, unequal or excessive, or to take such steps or proceedings as it may deem necessary to secure a cancellation, reduction, re-adjustment or equalization thereof before it shall be required to pay the same, but in no event shall BUYER permit or allow title to the Property to be lost as the result of non-payment of any taxes, assessments or other such charges

9.           Maintenance Fees and Assessment Work

BUYER agrees that, during the Term of this Agreement, commencing with the annual assessment year beginning the 1 st day of September, 2011, and for each subsequent assessment year in which this Agreement is active, it shall perform annual assessment work or pay claim maintenance fees required to maintain such claims and timely record, file and furnish to SELLER any and all affidavits, notices of intent to hold, proof of payments, and other documents reasonably necessary to preserve and maintain the Property at least thirty (30) days before such payments or documents are due. At BUYER'S request, SELLER will perform or cause to be performed the annual assessment/claim maintenance fee requirements on each of said claims during the term of this Agreement. SELLER will be reimbursed by BUYER upon presentation of satisfactory proof that said assessment work has been accomplished.

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 10.           Title Matters

A. Title Documents: Upon written request of BUYER at any time during the term hereof, SELLER shall promptly deliver to BUYER all abstracts of title (if applicable) to and copies of all title documents affecting the Property which SELLER may still have in its possession, together with copies of all plats and field notes of surveys of the Property which SELLER has in its possession: SELLER must provide documents supporting marketable title, however; BUYER assumes responsibility for conducting its own due diligence on title and other matters to its own satisfaction and at its own expense.

B. Title Defects, Defense and Protection: If (i) SELLER'S title to any of the Property is defective or less than as represented in Paragraph 2, or (ii) SELLER's title is contested or questioned by any person, entity or governmental agency, BUYER may attempt, with all reasonable dispatch, to perfect, defend, or initiate litigation to protect SELLER's title if SELLER does not promptly correct defects in title upon written notice of such defects. SELLER shall execute all documents and shall take such other actions as are reasonably necessary to assist BUYER in its efforts to perfect, defend or protect SELLER's title. If the title is defective or less than as represented in Paragraph 2, then (and only then) the costs and expenses of perfecting, defending or correcting title (including, but without being limited to, the cost of attorney's fees and the costs of releasing or satisfying any mortgages, liens and encumbrances) shall be• a credit against payments thereafter to be made to SELLER under the provisions of Schedule I, unless the encumbrance or dispute arises from BUYER's failure to perform its obligations hereunder (in which case such costs shall be borne by BUYER). In all matters related to the SELLER's title to the Property, BUYER shall act in good faith as a fiduciary of SELLER and shall use its commercially reasonable best efforts to protect and preserve SELLER's title to the Property. During the term of this Agreement, under no circumstances shall BUYER take any action or omit to take an action if such action or omission may result in SELLER losing title to the Property.

C. General: Nothing herein contained and no notice or action which may be taken under this Paragraph 10 shall limit or detract from BUYER's right to terminate this Agreement in the manner provided in Paragraph 11 (B).

11.           Termination; Removal of Property

A. Termination by SELLER: In the event of any default by BUYER in the performance of its obligation hereunder, SELLER shall give to BUYER written notice specifying the default. If the default is not cured within 30 days after BUYER has received the notice, or if BUYER has not within that time begun action to cure the default and does not thereafter diligently prosecute such action to completion, SELLER may terminate this Agreement by delivering to BUYER written notice of such termination, subject to BUYER's right to remove its property and equipment from the Property, as hereinafter provided. SELLER shall have no right to terminate this Agreement except as set forth in this Paragraph 11 (A).

B. Termination by BUYER: BUYER may at any time upon thirty (30) days advance notice execute and deliver to SELLER or place of record, a release covering all of the Property and thereby surrender this Agreement as to all and terminate from and after the date of release and surrender all obligations as to the acreage surrendered; provided, however, that such surrender and termination shall not relieve BUYER of its obligation, if any, with respect to annual assessment work covering unpatented mining claims as provided for in Paragraph 9 hereof.

C. Removal of Property: Upon any termination of this Agreement, BUYER shall have a period of SIX (6) months from and after the effective date of termination in which to remove from the Property all of its machinery, buildings, structures, facilities, equipment and other property of every nature and description erected, place or situated thereon, except supports placed in shafts, drifts or openings in the Property; provided, however, that unless otherwise authorized in writing by SELLER, no tools, machinery, facilities or improvements shall be removed while BUYER is in any manner indebted to SELLER under any obligation imposed by this Agreement. Any property of BUYER not so removed at the end of said six months shall become the property of SELLER.

D. Obligations of BUYER upon Termination: If this Agreement is terminated, BUYER shall:

i. Within 30 days of such termination, furnish to SELLER, copies of all reports, field studies, assay results, drill records, exploration data and other pertinent material developed in conjunction with the project not previously provided and agrees to return all such land and technical documents that SELLER has previously provided. Parties will treat as confidential all information contained therein and exchanged according to the terms of the Mutual Nondisclosure Agreement between Parties. SELLER may, at SELLER's expense, pick up any available core from the Property; provided, however, that BUYER shall in no event be liable to SELLER for the loss of any core from the Property; and

ii. Execute and deliver to SELLER a release and surrender of this Agreement and all of BUYER's interests in the Property, the same to be in a recordable form; and

iii. Surrender the Property in good order and condition and will comply with all valid and applicable local, state or federal regulations as such relate to the termination of operations (including but not limited to those relating to reclamation, reconditioning or conservation of lands and waters or to air and water quality, removal of all temporary buildings, structures, equipment, etc.), and pay, defend, indemnify and hold SELLER harmless from any and all liability, claims, costs and expense resulting from BUYER'S activities on the property during the Agreement period or as a result of the termination or completion of the project. BUYER shall comply with the provisions of the National Environmental Policy Act (NEP A), The Federal Land Policy and Management Act (FLPMA) and the Bureau of Land Management (BLM) and, as required, obtain a Security/Reclamation Bond for the purpose of guaranteeing payment of costs associated with the termination of this Agreement or the completion of the project.

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12.           Suspension of Operations

A. Force Majeure: BUYER shall not be liable for failure to perform any of its obligations hereunder during periods in which performance is prevented by any cause reasonably beyond BUYER's control, which causes hereinafter are called "force majeure". For purposes of this Agreement, the term "force majeure" shall include acts of God, fire, flood, strikes, insurrections, sabotage, or mob violence, unforeseeable requirements or regulations of government, unforeseeable court orders, and other causes of a similar nature which are beyond the control of BUYER. BUYER shall notify SELLER of the date of commencement and cause of each period of force majeure and shall also notify SELLER of the time of removal of such cause. The Agreement period may be extended by mutual agreement, such agreement not to be unreasonably withheld by SELLER, but without such agreement, a period of Force Majeure may not extend the time period to complete Final Purchase described within this Agreement. Notwithstanding the foregoing BUYER shall still be liable for other obligations hereunder during any period of force majeure, including without limitation payment of the claim maintenance obligations set forth in Paragraph 9 above.

B. Obligations during Suspension of Operations: During any suspension of operations under A. of this Paragraph, BUYER shall:

i. Continue to pay all property and other taxes, assessments and charges payable by BUYER described in Paragraphs 8 and 9 as and when they become payable as therein provided;

ii. Comply with all requirements of this Agreement relative to maintaining the status and title of the Property in good standing;

iii. Continue to maintain insurance coverage and indemnification as required under Paragraph 7.

Notices

Any notice or communication required or permitted hereunder shall be effective when personally delivered or shall be effective when addressed:

13.           Notices

If to SELLER:

Little Valley Group, LLC

11657 Carrington Court Sandy,

Utah 84092

If to BUYER:

Metamining Inc.

1065 E. Hillsdale Blvd., Suite 318

Foster City, CA 94404

and deposited, postage prepaid, certified or registered, in the United States mail. Either party may, by notice to the other given as aforesaid, change its mailing address for future notices hereunder.

14.           Memorandum

The parties to this Agreement agree to execute and record a memorandum or short form of this Agreement in a form sufficient to constitute record notice to third parties of the rights granted hereunder, which may be recorded with the County Clerk or Recorder of the county or counties in which the Property are situated.

15.           Construction; No Implied Covenants

This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the state in which the Property are situated. Paragraph headings herein are for convenience only and shall not be considered a part of this Agreement nor used in its interpretation. All of the agreements and understandings of BUYER and SELLER with reference to the Property are embodied in this Agreement, which supersedes all prior agreements and understandings between BUYER and SELLER with reference to the Property.

16.           Counterparts; Joinder

This Agreement may be executed by signatures and acknowledgements sent by facsimile or other electronic means in any number of counterparts, and any party who executes a counterpart need not execute the same counterpart as any other party. Each of such counterparts shall be deemed to be an original, all of which counterparts together shall constitute one and the same Agreement.

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17.           Compliance with Law

While conducting activities and operations on the Property, BUYER shall comply with all applicable laws and regulations of all governmental authorities with valid jurisdiction over the Property or BUYER'S activities and operations on the Property.

While conducting activities and operations on the Property, BUYER shall comply with all applicable laws and regulations of all governmental authorities with valid jurisdiction over the Property or BUYER'S activities and operations on the Property. Upon termination of this Agreement BUYER shall reclaim in accordance with applicable state, federal or local laws and regulations all surface disturbance on the Property resulting from BUYER'S activities hereunder.

18.           Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada. In the event of a disagreement over any of the provisions or terms of this Agreement, all parties agree to seek binding arbitration from a Nevada State arbitration board pursuant to the laws of the State of Nevada.

19.           Water Rights

Should BUYER develop or produce any water or otherwise obtain any water rights on the Property, BUYER shall upon termination of this Agreement, to the

fullest extent permitted by the water laws and regulations of the State of Nevada, convey and transfer to SELLER all water rights that BUYER may have acquired on the Property.

IN WITNESS WHEREOF, the SELLER and BUYER have executed this Purchase and Sale Agreement effective as of the date first above set forth.

SELLER:                                                                                     BUYER:

Little Valley Group, LLC                                                            Metamining, Inc.

A Utah Limited Liability Company                                          A California Corporation

By: /s/Howard R. Fisher                                                           By: /s/ Ling Li

Print: Howard R. Fisher                                                             Print: Ling Li

Its: Managing Member                                                              Its: President

Date: 15 April, 2011                                                                    Date: 4/14/2011

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NOTARY:

ACKNOWLEDGMENT

STATE OFNEVADA

COUNTY OF CARSON CITY

On April 15, 2011 before me, Sandra F. Mendez, personally appeared Howard R. Fisher

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Nevada that the foregoing paragraph is true and correct.

WITHNESS my hand and official seal.

(Notary Seal)

ACKNOWLEDGEMENT

STATE OF CALIFORNIA

COUNTY OF San Mateo

On April 14, 2011 before me, Eric Xuming Li, Notary Public personally appeared Ling Li who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)

is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person( s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITHNESS my hand and official seal.

(Notary Seal)

SCHEDULE I

SCHEDULE I to Purchase and Sale Agreement between Little Valley Group, LLC (as "SELLER") and Metamining, Inc. (as "BUYER").

PROCEDURE TO PURCHASE

1. Purchase Price: Once this Agreement is fully-signed by both parties, this Agreement is executed and BUYER shall have the exclusive right to purchase the Property for the amount of ELEVEN MILLION USD ($11,000,000), (herein the "Purchase Price") unless the Agreement is terminated. Within TEN (1 0) days after signing of this Agreement by BUYER and SELLER, BUYER shall deliver to Escrow Holder the sum of FOUR HUNDRED SEVENTEEN THOUSAND EIGHT HUNDRED EIGHTY USD AND FORTY FOUR CENTS ($417,880.44) (Pre-Payment) or other

valuable consideration acceptable to the SELLER for distribution to SELLER. Within FORTY FIVE (45) days after the Escrow Holder receives the Pre-Payment, BUYER shall deliver to Escrow Holder the sum of ONE MILLION SEVEN HUNDRED FORTY

EIGHT THOUSAND AND SEVEN HUNDRED FIFTY SEVEN US DOLLARS AND

SEVENTY CENTS USD ($1,748,757.70) (Balance of Down Payment) or other valuable consideration acceptable to the SELLER for the account of SELLER (the Review Payment, Pre-Payment and Balance of Down Payment are collectively referred to as the "Down Payment" in the Agreement). SELLER will deliver to Escrow Holder, for delivery into escrow, an executed Quit Claim Deed in a recordable form and all other title documents, ownership rights and other documents transferring all interest in the Property contained in Exhibit A (the "Transfer Documents") to the account of the Company. When the down payment is fully funded, the Escrow Holder will then disburse the remaining funds to the SELLER, file and then deliver the Transfer Documents to the Company specified in Paragraph 3 of Schedule I according to the procedures specified herein to initiate the Term of this Agreement. BUYER will prepare Transfer Documents including an executed, recordable Quit Claim Deed conveying Property back to SELLER in the event of default on the part of BUYER for delivery to Escrow Holder. Only in the event this Agreement is terminated, the Escrow Holder is hereby instructed to record the Quit Claim Deed and Transfer Documents, thus conveying Property back to SELLER. SELLER shall provide a Notice of Default pursuant to this Agreement at least 7 days prior to the recording the reverse deeds.

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2. Payment Schedule:

The following payments shall be paid by BUYER to SELLER by the Payment Schedule:

First Installment includes three partial payments: USD2, 315,790.76

1. Review Payment: BUYER paid to SELLER and SELLER confirmed receipt of payment of$149,152.62 on December 28,2010.

2. Pre-Payment: A' Pre-Payment of FOUR HUNDRED SEVENTEEN THOUSAND EIGHT HUNDRED EIGHTY USD AND FORTY FOUR CENTS ($417,880.44) will be paid by BUYER to SELLER within 10 days after signing of this Agreement;

3. Balance of Down Payment: The Balance of Down Payment of ONE MILLION SEVEN HUNDRED FORTY EIGHT THOUSAND AND SEVEN HUNDRED FIFTY SEVEN US DOLLARS AND SEVENTY CENTS USD ($1,748,757.70) will be paid by BUYER to SELLER within FORTY FIVE (45) days after the Pre-payment.

Second Installment: USD 4,342,106.25

The Second Installment of FOUR MILLION THREE HUNDRED FORTY TWO THOUSAND ONE HUNDRED SIX DOLLARS TWENTY FOUR CENTS ($4,342,106.25) is due within ONE (1) Year after the signing of this Agreement.

If the BUYER fails to make a one-time payment for the Second Installment, BUYER has the right to extend the payment period with a minimum payment of $731,403.68 (includes 1/6 of the Second Installment principal plus a flat fee of $7,719.30 which is to be prorated by days) per month until the Second Installment is paid in full. The extended payment period shall not be longer than 6 months after the due date.

Third Installment (Final): USD4,342,106.25

The Third Installment of FOUR MILLION THREE HUNDRED FORTY TWO THOUSAND ONE HUNDRED SIX DOLLARS TWENTY FOUR CENTS ($4,342,106.25) is due within Two (2) Years after the signing of this Agreement.

If the BUYER fails to make a one-time payment for the Third Installment, BUYER has the right to extend the payment period with a minimum payment of $731,403.68 (includes 1/6 of the Third Installment principal plus a flat fee of $7,719.30 which is to be prorated by days) per month until the Third Installment is paid in full. The extended payment period shall not be longer than 6 months after the Third Installment due date.

3. Operating Company: BUYER will incorporate a private, legal entity in the State of Nevada (The Company). At the execution of this Agreement and the receipt by the SELLER of the total Down Payment, the Company will receive title to the Properties described in Exhibit A. SELLER will appoint one person to receive a board position in the Company with certain and sufficient influence in the Company to control the transfer of the Properties described in Exhibit A and provide for the recovery of those Properties in the event of failure to execute or termination of this Agreement. However, this position does not have any voting power or right in the Company except for the transfer of title of the transferred properties. BUYER has 100% control of the development and management of the company. Any transfer of the title of the Properties from Metamining Nevada, Inc. must be approved by a unanimous vote and consent of all board members as per Metamining Nevada, Inc. Corporate Resolution dated 13 April, 2011. SELLER will immediately relinquish and surrender all interest in the Company and resign the Board position upon receipt of the Third (Final) Installment specified in Paragraph 2 above. The structure, bylaws and operation of the Company have been approved by SELLER and BUYER.

4. Continuation of Agreement Provisions: All provisions of the Agreement are to remain in force during the purchase period (Term) until Final Payment (Third Installment) of the Balance Due including any fees and interest as specified herein which shall fully execute the Agreement.

5. Penalty:There shall be no penalty for early or prepayment of purchase price by BUYER to SELLER and the option to accelerate the Purchase Procedures or pay the full amount due on the Property may be exercised at any time the Agreement is in force. BUYER shall notify SELLER no later than thirty (30) days in advance of his intentions to accelerate payments.

6. Miscellaneous Provisions:

Definitions of Terms:

SELLER:                      Little Valley Group, LLC

BUYER:                      Metamining, Inc.

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A.           NOTICES: No notice, request, demand, instruction or other document to be

given hereunder to any party shall be effective for any purpose unless personally delivered to the person at the appropriate address set forth below (in which such notice shall be deemed effective upon such delivery) delivered by air courier next-day delivery (e.g. Federal Express), or delivered by U.S. mail, sent by registered or certified mail, return receipt requested as follows:

If to SELLER, to:

Little Valley Group, LLC

11657 Carrington Court

Sandy, Utah 84092

If to BUYER, to:

Metamining, Inc.

1065 E. Hillsdale Blvd., Suite 318

Foster City, CA 94404

Notices delivered by air courier shall be deemed to have been given the next business day after deposit with the courier and notices mailed shall be deemed to have been given on the second day following deposit of same in any United States Post Office mailbox in the state to which the notice is addressed or on the third day following deposit in such post office box other than the state to which the notice is addressed, postage prepaid, addressed as set forth above.

B. ESCROW AND CONVEYANCE: Escrow shall be with:

Joylyn M. Harmer

Attorney/Title Company

502 North Division Street

Street Address

Carson City

City

NV 89703

Zip Code

Joylyn M. Harmer

Escrow Officer

775-883-3200

Telephone

Escrow shall be opened as of the date upon which Escrow Holder has received a copy of this Agreement with Purchase Procedures, accompanied by the total undistributed sum of $500,000.00 and documents as required therein. The date all such items have been delivered to Escrow Holder shall be referred to herein as the "Opening of Escrow" and the date escrow actually closes and the transfer documents are recorded shall be referred to as "Close of Escrow." Escrow Holder is hereby authorized and instructed to act in accordance with the provisions of Addendum #1 to this Agreement for specific instructions on the distribution of funds to the SELLER. This Agreement, which agreement, together with Escrow Holder's standard escrow instructions, shall constitute Escrow Holder's instructions. As between the Parties, if there is a conflict between Escrow Holder's standard instructions and this Agreement, this Agreement will control.

1. The Quit Claim deed referred to herein shall be standard to the industry, comply with the laws of Nevada, and be recorded in the public records following payment of the Down Payment to SELLER.

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2. In addition to the Quit Claim Deed, the parties hereto agree to execute any and all closing documents reasonably requested by any party hereto, which documents may include a copy of the payment check together with copies of the notes if any, security instruments exchanged by the parties, a State of Nevada "Declaration of Value" form and "Transfer of Interest" notices, shall be sufficient documentation to advise Pershing County and the Bureau of Land Management to transfer title to the property on its books either to the purchaser or its assigns within ten (10) days from the transfer of funds to the SELLER and in the event of termination of this Agreement, back to SELLER or its assigns. After disbursement of the Third (Final) Installment, Escrow Holder is instructed to destroy or return to BUYER, at BUYER's discretion, all documents conveying Property back to SELLER. BUYER shall bear the cost of all fees relating to the transfer of property including document recording fees and title search or policy fees. BUYER shall pay transfer taxes (if any) up to USD10,000.00 and SELLER shall bear the rest of the transfer taxes. BUYER and SELLER shall equally bear the cost of all escrow fees.

3. Upon proof that SELLER has received the First Installment (Down Payment) pursuant to the terms of this Agreement, Escrow Holder is hereby instructed to release from escrow and record as instructed all Title Documents describe in Paragraphs 1 and 2 above.

Initial for Identification

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EXHIBIT A

ADDENDUM #1

(Attached hereto)

EXHIBIT A

Exhibit A to Purchase and Sale Agreement between Little Valley Group, LLC (as "SELLER") and Metamining, Inc. (as "BUYER") and pertaining to the following described unpatented mining claims situated in Pershing County, State of Nevada.

Township 25 North, Range 34 East, M.D.M.

Section 6	BLM Serial Numbers
Iron Horse	754382
Iron Horse 1-9	754383-754391
Iron Colt	862856
Iron Colt 1-6, 10	862857-862863
Iron Horse 10, 11	862864-862865

Township 26 North, Range 34 East, M.D.M.

Section 32
Beacon Hill1 , 5-7, 9	862839-862843
Beacon Hill 14-21	862846-862853
Beacon Hill 12	999120
Iron Castle 8-9	862854-862855
MG-1 thru MG-4	962977-962980

SUBJECT TO:

1.           Obligations to pay annual assessments, maintenances fees, recording fees, and other fees due under the laws of the United States and Nevada, but which are not yet due and payable; and

2.           Rights-of-way, easements, and all other matters of record in the office of the

Clerk or Recorder of Pershing County, Nevada; and

3.           Reservations in the United States applicable to unpatented mining claims.

Initial for Identification

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ADDENDUM #1

Supplemental Instructions to Escrow Holder

Buena Vista Iron Ore Payment Schedule

All payments to SELLERS except for the PREP A YMENT are to be distributed according to the following apportionment:

1. Little Valley Group, LLC (L VC)	77.1930%
2. Western Resource Group, LLC (WRG)	10.5263 %
3. Greater Nevada Ranches, LLC (GNR)	12.2807%

As a consequence of an additional advance payment of $57,025.00 to WRG of which $15,680.00 was returned to Metawise leaving an actual advance of $41,345.00 which amount reduced the total due to all SELLERS, that amount will be subtracted from WRG's portion of the PREP A YMENT and distributed to all SELLERS in the above percentages. Review Payment and First Installment figures have been revised to show actual amounts.

Adjusted Dollar amounts for the PREPAYMENT:

1. LVC	$417,880.44
2. WRG	$15,638.60
3. GNR	$66,480.96
Total	$500,000.00

Dollar amounts to complete the FIRST (Down payment) INSTALLMENT:

1. LVC	$1,748,757.70
2. WRG	$238,466.55
3. GNR	$278,211.35
Total	$2,265,435.60

Dollar amounts for the SECOND INSTALLMENT:

1.LVC	$4,342,106.24
2.WRG	$592,104.38
3. GNR	$690,789.38
Total	$5,625,000.00

Dollar amounts for the THIRD (Final) INSTALLMENT:

1.LVC	$4,342,106.24
2.WRG	$592,104.38
3. GNR	$690,789.38
Total	$5,625,000.00

TOTALS

Review Payment $250,245.40 less $15,680.00 return	$234,564.40
Prepayment	$500,000.00
First Installment	$2,265,435.60
Second Installment	$5,625,000.00
Third (Final) Installment	$5,625,000.00
Purchase Price	$14,250,000.00

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EX-10.11

Exhibit 10.11

PURCHASE AND SALE AGREEMENT

Agreement No. NV02

        THIS AGREEMENT is made effective as of the 15th day of April, 2011, by and between GREATER NEVADA RANCHES, LLC, a Nevada Limited Liability Company (hereinafter designated as "SELLER"), having its business address at 1135 Cornell Ave./Box 59, Lovelock, NV, 89419, and METAMINING INC., a California corporation (hereinafter designated as "BUYER"), having its business address at 1065 E Hillsdale Blvd, Suite 318. Foster City, CA 94404. SELLER and BUYER are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties."

W I T N E S S E T H:

        WHEREAS, SELLER is the owner of certain real properties and mineral rights lying and situated in Pershing and Churchill Counties, Nevada, as more particularly described in Exhibit "A"attached hereto (herein defined and referred to as the "Property") and SELLER wishes to sell and BUYER wishes to acquire the Property.

        NOW, THEREFORE, for a valuable consideration paid to SELLER by BUYER, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the covenants hereinafter set forth, SELLER and BUYER agree as follows:

        1. THE "PROPERTY"

        The Property shall mean all of the interest currently held by GREATER NEV ADA RANCHES, LLC in all of the real property and mineral rights described in

Exhibit "A".

        2. WARRANTIES AND REPRESENTATIONS

        No person is authorized to make, and by execution hereof BUYER acknowledges, that no person has made any representation, warranty, guaranty or promise except as set forth herein. The Parties acknowledge that SELLER has made the Property available for the BUYER'S independent inspection. The Parties further acknowledge that the SELLER makes no claims or warrants as to the mineral content or value of the Property and except for the specified express warranties of the other contained in this Agreement, the Property is purchased and/or exchanged in its "as is" condition.

        A. Condition of Title: SELLER warrants that it owns and has title to the Property, subject to Notes and Deeds of Trust, which shall be reconveyed prior to transfer of ownership. SELLER represents and warrants to BUYER that: (i) subject to the rights of the United States and the matters set forth below with respect to mining related properties, SELLER owns as set forth in Exhibit "A"; (ii) SELLER has the full right, power, and capacity to enter into this Agreement upon the terms set forth herein; (iii) SELLER further warrants that all taxes are paid and have no liens against them, except as indicated above. Notwithstanding any provision herein to the contrary, the sole and exclusive remedy for any breach of the warranties set forth in this Paragraph 2 shall be the right to cure such breach and then deduct the actual cost of such breach from the payments owed to SELLER hereunder, all as set forth in Paragraph 10(B) below.

        3. TERM

        Unless sooner terminated or extended as hereinafter provided, the term of this Agreement shall be for a period of TWO (2) years commencing on the effective date hereof or the, relinquishment of said Property in Exhibit "A" back to the SELLER, whichever occurs first. The TWO (2) year period is hereafter called the "Term" of the Agreement.

         4. AGREEMENT PERIOD

         A. Grant: SELLER hereby grants, demises, and furnishes the Property exclusively unto the BUYER, its successors and assigns during the Agreement Term with the exclusive right and privilege to explore and mine, including drilling and sampling, develop, catalog, analyze and assess all ores, minerals and materials of whatsoever nature or sort, evaluate the type, quality, or quantity of minerals present, to copy, peruse, and evaluate any and all documents relating to the Property in Exhibit "A", and to use so much of the surface and underground thereof as may be necessary, useful, or convenient to the full extent allowed by law to enjoy all of the rights herein granted. BUYER is hereby further granted the exclusive right to construct and use, facilities, equipment roadways, and haulage ways, and all other required structures.

        B. Permits: BUYER will have the right to begin the permitting process and obtain all required Federal, State, or local permits for exploration, feasibility and mining operations on the Property. Permits will be in the name of the BUYER unless otherwise noted and agreed upon.

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        C. Contracts: BUYER will have the right to negotiate contracts for the mining, processing and shipping of iron ore, iron products or other minerals from the property. Such contracts will be effective only after this Agreement is executed and activated.

        D. Review: Following the execution of this Agreement, BUYER will be provided copies of all review material not previously submitted including pertinent maps, magnetic anomaly data, drill records, market reports, previous field studies, and proof of ownership in the possession of SELLER. Any information obtained as a result of this review will be maintained in confidence subject to the terms of the Mutual Nondisclosure Agreement executed by the Parties. Unless this Agreement is fully consummated by the payment of the full purchase price to SELLER prior to the end of the Agreement Term, any such information held or copied in any form and held by BUYER shall be either returned to SELLER or destroyed at SELLER's discretion. The Parties hereto will cooperate to complete all conditions set forth herein expeditiously.

        5. PURCHASE PRICE

        The purchase price for the Property shall be ONE MILLION, SEVEN HUNDRED-FIFTY THOUSAND ($1,750,000.00) DOLLARS which shall be paid by BUYER in accordance with the terms of this Agreement. BUYER is purchasing the properties described herein by way of THREE (3) Installments, to-wit: (1) First Installment will consist of a Review Payment ($23,728.69), a Pre-Payment ($66,480.96) and Down Payment ($278,211.35), totaling THREE HUNDRED SIXTY-EIGHT THOUSAND, FOUR HUNDRED TWENTY-ONE ($368,421.00) DOLLARS (collectively referred to as the Down Payment); (2) Second Installment due within ONE (1) Year of execution of this Agreement in the amount of SIX HUNDRED-NINETY THOUSAND, SEVEN HUNDRED EIGHTY-NINE AND 38/ CENTS ($690,789.38) DOLLARS, and (3) Third (Final) Installment due within TWO (2) Years of the execution of this Agreement in the amount of SIX HUNDRED-NINETY THOUSAND, SEVEN HUNDRED EIGHTY-NINE AND 38/ CENTS ($690,789.38) DOLLARS. Final Payment of the Balance Due including any fees and interest as specified herein shall fully execute the Agreement. In the event that BUYER fails to fully execute the Agreement within TWO (2) years of its signing, all rights, titles, and Property shall transfer back to the SELLER as provide for herein.

        6. PAYMENTS TO SELLER

        A. Down Payment: BUYER agrees that it is initiating purchase of the Property, with mineral rights, listed in Exhibit "A" herein, with a Down Payment of THREE HUNDRED SIXTY-EIGHT THOUSAND, FOUR HUNDRED TWENTY-ONE ($368,421.00) DOLLARS. Upon the execution of this Agreement by BUYER and SELLER, all Parties including Escrow Holder, will exercise the provisions of SCHEDULE I ("Procedure to Purchase") regarding the Down Payment and subsequent Payments. If this Agreement is terminated prior to the second anniversary date of the Agreement, BUYER shall have no obligation to make subsequent payments, but shall not be entitled to any refund of the previous payments.

1. Escrow Holder: The Escrow Holder shall act as an Independent Trustee with no vested or    conflicting interests. Payments and Transfer Documents shall be held in escrow and released to either BUYER or SELLER in accordance with Schedule I of this Agreement

2. Failure to Close: In the event that BUYER fails to close the purchase of the Property by failing to make the specified payments to complete this Agreement within the time and manner specified herein, SELLER shall be released from all obligations in law or at equity to proceed further with this Agreement. The BUYER and SELLER acknowledge that the nonrefundable Payments will be retained by SELLER and that SELLER will have no other right, cause of action or additional recourse against BUYER for the default in closing this transaction. All Property, titles, rights, easements and grants shall transfer back to SELLER, as specified in Schedule I, in good order and without liens or encumbrances.

        B. Method of Payment: All payments required to be made by BUYER to SELLER or Escrow Holder, as mutually agreed to by the Parties, may be made in currency, by draft, by check, electronic transfer or other readily available funds at the option of BUYER, and said payments may be mailed or delivered to Escrow Holder of record and certified copy of delivery to SELLER at the address specified pursuant to Paragraph 13. All dollar amounts referenced in this Agreement or any attachments are understood to mean United States Dollars (USD). Upon making any payment as described above, BUYER shall be relieved of any responsibility for distribution of such payment to SELLER or SELLER's successors in interest. The delivery or the deposit in the mail of any payment hereunder on or before the due date thereof shall be deemed timely payment hereunder. If any payment owed to SELLER by BUYER hereunder is not made when due, BUYER shall be liable for a late fee of $2,000.00. Additionally, if BUYER fails to make payment within TEN (l0) days after the due date,

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BUYER shall pay SELLER, in each following month, a minimum monthly payments which equal one-sixth (1/6) of the amount owed, plus a flat fee per month (to be prorated by days) up to a maximum period of SIX (6) months after the due date (more specifically described in Addendum #1 attached hereto).

       C. Property Taxes: BUYER agrees to pay all property taxes on the properties during the period of the Agreement.

        7. CONDUCT OF OPERATIONS; PROTECTION FROM LIENS; AND  

           INDEMNIFICATION

         BUYER shall conduct all exploration and other operations in accordance with Good Mining Practices and sound principles of conservation and with due regard to the development and preservation of the Property as a mineral property. BUYER shall at all times comply with all valid and applicable local, state and federal laws and regulations governing its operations or applicable to the Property, whether such laws and regulations are now in effect or become effective during the Term of this Agreement, including but not limited to those relating to health, safety, noise, reclamation, waste disposal, water and air quality, and the environment. BUYER shall pay all expenses incurred by it in its operation on the Property and shall allow no liens arising from any act of BUYER to remain upon the interest of SELLER in and to the Property; provided, however, that if BUYER, in good faith, disputes the validity or amount of any claim, lien or liability asserted against it with respect to the Property, it shall not be required to pay or discharge the same until the amount and validity thereof have been finally determined. BUYER shall, pursuant to NRS 108.2413, obtain the release of a mechanic's lien by posting a surety bond. Before beginning any operations on the Property, BUYER shall carry workman's compensation insurance or general liability coverage, naming SELLER as an additional Beneficiary, to the extent and in the amount of ONE MILLION ($1,000,000.00) DOLLARS, or as required by the laws of the State of Nevada.

         BUYER agrees to defend, indemnify, and save SELLER harmless from any and all actions, claims, costs, expenses, damages, fines, or liability of any kind resulting from BUYER's acts or omissions together with any and all costs, expenses and fees, including attorney's fees, incurred by SELLER incident thereto regardless of whether such liability, claim, cost or expense arises during or after the Term of this Agreement. BUYER shall not indemnify nor save SELLER harmless from any such actions, claims or liability arising out of SELLER's acts or omissions or conditions of the Property caused by SELLER.

        8. TAXES

        BUYER shall pay all taxes, assessments and other governmental charges imposed upon the Property and upon any equipment and improvements placed by it thereon for the period that this Agreement is in effect. SELLER and BUYER agree to promptly transmit to BUYER and SELLER all notices pertaining to such taxes, assessments and charges which the Parties may receive. If this Agreement is terminated, such taxes shall be prorated between BUYER and SELLER for the tax year in which such termination occurs. BUYER shall have the right to contest in the courts or otherwise, in its own name or in the name of SELLER, the validity or amount of any such taxes or assessments if it deems the same unlawful, unjust, unequal or excessive, or to take such steps or proceedings as it may deem necessary to secure a cancellation, reduction, re-adjustment or equalization thereof before it shall be required to pay the same, but in no event shall BUYER permit or allow title to the Property to be lost as the result of non-payment of any taxes, assessments or other such charges.

        9. MAINTENANCE FEES AND ASSESSMENT WORK

        Not Applicable.

         10. TITLE MATTERS

         A. Title Documents: Upon written request of BUYER, at any time during the term hereof, SELLER shall promptly deliver to BUYER all abstracts of title (if applicable) to and copies of all title documents affecting the Property which SELLER may still have in its possession, together with copies of all plats and field notes of surveys of the Property which SELLER has in its possession. SELLER must provide documents supporting marketable title, however; BUYER assumes responsibility for conducting its own due diligence on title and other matters to its own satisfaction and at its own expense.

         B. Title Defects, Defense and Protection: If (i) SELLER's title to any of the Property is defective or less than as represented in Paragraph 2 or (ii) SELLER's title is contested or questioned by any person, entity or governmental agency, BUYER may attempt, with all reasonable dispatch, to perfect, defend, or initiate litigation to protect SELLER's title if SELLER does not promptly correct defects in title upon written notice of such defects. SELLER shall execute all documents and shall take such other actions as are reasonably necessary to assist BUYER in its efforts to perfect, defend or protect SELLER's title. If the title is less than as represented in Paragraph 2, then (and only then) the costs and expenses of perfecting, defending or correcting title (including, but without being limited to, the cost of attorney's fees and the costs of releasing or satisfying any mortgages, liens and encumbrances) shall be a credit against payments thereafter to be made to SELLER under

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the provisions of SCHEDULE I, unless the encumbrance or dispute arises from BUYER's failure to perform its obligations hereunder (in which case such costs shall be borne by BUYER). In all matters related to the SELLER's title to the Property, BUYER shall act in good faith as a fiduciary of SELLER and shall use its commercially reasonable best efforts to protect and preserve SELLER's title to the Property. During the term of this Agreement, under no circumstances shall BUYER take any action or omit to take an action if such action or omission may result in SELLER losing title to the Property.

        C. General: Nothing herein contained and no notice or action which may be taken under this Paragraph 10 shall limit or detract from BUYER's right to terminate this Agreement in the manner provided in Paragraph 11(B).

        11. TERMINATION; REMOVAL OF PROPERTY

        A. Termination by SELLER: In the event of any default by BUYER in the performance of its obligation hereunder, SELLER shall give to BUYER written notice specifying the default. If the default is not cured within THIRTY (30) days after BUYER has received the notice, or if BUYER has not within that time begun action to cure the default and does not thereafter diligently prosecute such action to completion, SELLER may terminate this Agreement by delivering to BUYER written notice of such termination, subject to BUYER's right to remove its property and equipment from the Property, as hereinafter provided. SELLER shall have no right to terminate this Agreement except as set forth in this Paragraph 11 (A).

        B. Termination by BUYER: BUYER may, at any time upon THIRTY (30) days advance notice, execute and deliver to SELLER, or place of record, a release covering all of the Property and thereby surrender this Agreement as to all and terminate from and after the date of release and surrender all obligations as to the acreage surrendered.

        C. Removal of Property: Upon any termination or expiration of this Agreement, BUYER shall have a period of SIX (6) months from and after the effective date of termination in which to remove from the Property all of its machinery, buildings, structures, facilities, equipment and other property of every nature and description erected, place or situated thereon, except supports placed in shafts, drifts or openings in the Property; provided, however, that unless otherwise authorized in writing by SELLER, no tools, machinery, facilities or improvements shall be removed while BUYER is in any manner indebted to SELLER under any obligation imposed by this Agreement. Any property of BUYER not so removed at the end of said SIX (6) months shall become the property of SELLER.

        D. Obligations of BUYER upon Termination: If this Agreement is terminated, or if this Agreement expires without a subsequent agreement in place, BUYER shall:

         i. Within THIRTY (30) days of such termination or expiration, furnish to SELLER, copies of all reports, field studies, assay results, drill records, exploration data and other pertinent material developed in conjunction with the project not previously provided and agrees to return all such land and technical documents that SELLER has previously provided. Parties will treat as confidential all information contained therein and exchanged according to the terms of the Mutual Nondisclosure Agreement between Parties. SELLER may, at SELLER's expense, pick up any available core from the Property; provided, however, that BUYER shall in no event be liable to SELLER for the loss of any core from the Property; and

        ii. Execute and deliver to SELLER a release and surrender of this Agreement and all of BUYER's interests in the Property, the same to be in a recordable form; and

        iii. Surrender the Property in good order and condition and will comply with all valid and applicable local, state or federal regulations as such relate to the termination of operations (including but not limited to those relating to reclamation, reconditioning or conservation of lands and waters or to air and water quality, removal of all temporary buildings, structures, equipment, etc.), and pay, defend, indemnify and hold SELLER harmless from any and all liability, claims, costs and expense resulting from BUYER's activities on the property during the Agreement period or as a result of the termination or completion of the project. BUYER shall comply with the provisions of the National Environmental Policy Act (NEPA), The Federal Land Policy and Management Act (FLPMA) and the Bureau of Land Management (BLM) and, as required, obtain a Security/Reclamation Bond for the purpose of guaranteeing payment of costs associated with the termination of this Agreement or the completion of the project.

        12. SUSPENSION OF OPERATIONS

        A. Force Majeure: BUYER shall not be liable for failure to perform any of its obligations hereunder during periods in which performance is prevented by any cause reasonably beyond BUYER's control, which causes hereinafter are called "force majeure". For purposes of this Agreement, the term "force majeure" shall include acts of God, fire, flood, strikes, insurrections, sabotage, mob violence, unforeseeable requirements or regulations of government, unforeseeable court orders, and other causes of a similar nature which are beyond the control of BUYER. BUYER shall notify SELLER of the date of

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commencement and cause of each period of force majeure and shall also notify SELLER of the time of removal of such cause. The Agreement period may be extended by mutual agreement, such agreement not to be unreasonably withheld by SELLER, but without such agreement, a period of Force Majeure may not extend the time period to complete Final Purchase described within this Agreement. Notwithstanding the foregoing BUYER shall still be liable for other obligations hereunder during any period of force majeure.

        B. Obligations during Suspension of Operations: During any suspension of operations under A of this paragraph, BUYER shall:

        i. Continue to pay all property and other taxes, assessments and charges payable by BUYER described in Paragraphs 8 and 9 as and when they become payable as therein provided;

        ii. Comply with all requirements of this Agreement relative to maintaining the status and title of the Property in good standing;

        iii. Continue to maintain insurance coverage and indemnification as required under paragraph 7.

        13. NOTICES

Any notice or communication required or permitted hereunder shall be effective when personally delivered or shall be effective when addressed:

If to SELLER, to:                                                     GREATER NEVADA RANCHES,

                                                                                  LLC 1135 Cornell Ave./Box 59

                                                                                  Lovelock, NV, 89419

If to BUYER, to:                                                      METAMINING INC.

                                                                                 1065 E Hillsdale Blvd, Suite 328.

                                                                                 Foster City, CA, 94404

and deposited, postage prepaid, certified or registered, in the United States mail. Either party may, by notice to the other given as aforesaid, change its mailing address for future notices hereunder.

        14. MEMORANDUM

        The parties to this Agreement agree to execute and record a memorandum or short form of this Agreement in a form sufficient to constitute record notice to third parties of the rights granted hereunder, which may be recorded with the County Clerk or Recorder of the county or counties in which the Property are situated.

        15. CONSTRUCTION; NO IMPLIED COVENANTS

        This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the state in which the Property are situated. Paragraph headings herein are for convenience only and shall not be considered a part of this Agreement nor used in its interpretation. All of the agreements and understandings of BUYER and SELLER with reference to the Property are embodied in this Agreement, which supersedes all prior agreements and understandings between BUYER and SELLER with reference to the Property.

        16. COUNTERPARTS; JOINDER

        This Agreement may be executed by signatures and acknowledgements sent by facsimile or other electronic means in any number of counterparts, and any party who executes a counterpart need not execute the same counterpart as any other party. Each of such counterparts shall be deemed to be an original, all of which counterparts together shall constitute one and the same Agreement.

        17. COMPLIANCE WITH LAW

        While conducting activities and operations on the Property, BUYER shall comply with all applicable laws and regulations of all governmental authorities with valid jurisdiction over the Property or BUYER's activities and operations on the Property. Upon termination or expiration of this Agreement BUYER shall reclaim in accordance with applicable state, federal or local laws and regulations all surface disturbance on the Property resulting from BUYER's activities hereunder.

        18. GOVERNING LAW

        This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada. In the event of a disagreement over any of the provisions or terms of this Agreement, all parties agree to seek binding arbitration from a Nevada State arbitration board pursuant to the laws of the State of Nevada.

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        19. WATER RIGHTS

        Should BUYER develop or produce any water or otherwise obtain any water rights on the Property, BUYER shall upon termination or expiration of this Agreement, to the fullest extent permitted by the water laws and regulations of the State of Nevada, convey and transfer to SELLER all water rights that BUYER may have acquired on the Property.

        IN WITNESS WHEREOF, the SELLER and BUYER have executed this Purchase and Sale Agreement effective as of the date first above set forth.

SELLER:	BUYER:
GREATER NEVADA RANCHES, LLC	METAMINING, INC.
A Nevada Limited Liability Company	A California Corporation
By: /s/ Gregory S. Histed	By: /s/ Ling Li
Print: Gregory S. Histed	Print: Ling Li
Its: Managing Member	Its: President
Date: 4-15-2011	Date: 4-14-2011

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NOTARY:

ACKNOWLEDGMENT

STATE OF Nevada

COUNTY OF Carson City

On April 15, 2011 before me, Sandra. F. Mendez Personally appeared Gregory S Histed,

who proved to me on the basis f sati factory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Nevada that the foregoing paragraph is true and correct.

WITHNESS my hand and official seal.

By: /s/ Sandra. F.Mendez (Notary Seal)

Signature of Notary Public

ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF San Mateo

On April 14 2011, before me, Eric Xuming Li, Notary Public, personally appeared Ling Li, who proved to me on the basis of satisfactory evidence to be the person( s) whose name( s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person( s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITHNESS my hand and official seal.

By: /s/ Xuming Li (Notary Seal)

Signature of Notary Public:

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SCHEDULE I

        SCHEDULE I to Purchase and Sale Agreement between GREATER NEVADA RANCHES, LLC (as "SELLER") and METAMINING, INC. (as "BUYER").

        A. PROCEDURE TO PURCHASE

        1. Purchase Price: Once this Agreement is fully-signed by both parties, this Agreement is executed and BUYER shall have the exclusive right to purchase the Property for the amount of ONE MILLION, SEVEN HUNDRED-FIFTY THOUSAND ($1,750,000.00) DOLLARS (herein the "Purchase Price") unless the Agreement is terminated. Within TEN (10) days after signing of this Agreement by BUYER and SELLER, BUYER shall deliver to Escrow Holder the sum of SIXTY -SIX THOUSAND, FOUR HUNDRED-EIGHTY AND 96/CENTS ($66,480.96) DOLLARS (hereinafter "Pre- Payment") or other valuable consideration acceptable to the SELLER for distribution to SELLER. Within FORTY-FIVE (45) days after the Escrow Holder receives the Pre-Payment, BUYER shall deliver to Escrow Holder the sum of TWO HUNDRED SEVENTY -EIGHT THOUSAND, TWO HUNDRED-ELEVEN AND 35/CENTS ($278,211.35) DOLLARS (Balance of Down Payment) or other valuable consideration acceptable to the SELLER for the account of SELLER (the Review Payment, Pre-Payment and Balance of Down Payment are collectively referred to as the "Down Payment" in the Agreement). When the Down Payment is fully funded, the Escrow Holder will then disburse the remaining funds to the SELLER file and deliver the Transfer Documents to the Company, specified in Paragraph 3 of Schedule I, according to the procedures specified herein to initiate the Term of this Agreement. BUYER will prepare Transfer Documents including an executed, recordable Deed in Lieu of Foreclosure conveying Property back to SELLER, in the event of default on the part of BUYER for delivery to Escrow Holder during the term and prior to the expiration date specified therein. In the event the BUYER defaults, the Escrow Holder is hereby instructed to record the Deed in Lieu of Foreclosure, thus conveying the Property back to the SELLER.

        2. Payment Schedule: BUYER shall make the following payments to SELLER:

        a. First Installment includes THREE (3) partial payments totaling THREE HUNDRED SIXTY-EIGHT THOUSAND, FOUR HUNDRED TWENTY¬ONE ($368,421.00) DOLLARS (collectively "Down Payment"):

        i. Review Payment: BUYER paid to SELLER and SELLER confirmed receipt of payment of

           $23,728.82 on December 28, 2010;

        ii. Pre-Payment: A Pre-Payment of $66,480.96 will be paid by BUYER to SELLER within

            TEN (10) days after signing of this Agreement;

        iii. Balance of Down Payment: The Balance of Down Payment of $278,211.35 will be paid

             by BUYER to SELLER within FORTY-FIVE (45) days after the Pre-Payment.

        b. Second Installment in the amount of SIX HUNDRED-NINETY

THOUSAND, SEVEN HUNDRED EIGHTY-NINE AND 38/CENTS ($690,789.38) DOLLARS is due within ONE (1) Year after the signing of this agreement.

        i. If the BUYER fails to make a one-time payment for the Second Installment, BUYER has

          the right to extend the payment period with a minimum payment of $115,131.56 (1/6 of the

          Second Installment principal) plus a monthly flat fee of $1,228.07 per month (prorated),

          totaling $116,359.63, in each following month, until the Second Installment is paid in full.

          The extended payment period shall not be longer than SIX (6) months after the due date.

         c. Third (Final) Installment in the amount of SIX HUNDRED-NINETY THOUSAND,

SEVEN HUNDRED EIGHTY-NINE AND 38/CENTS ($690,789.38) DOLLARS is due within TWO (2) Years after the signing of this agreement.

         i. If the BUYER fails to make a one-time payment for the Third (Final) Installment,

            BUYER has the right to extend the payment period with a minimum payment of

            $115,131.56 (1/6 of the Second Installment principal) plus a monthly flat fee of $1,228.07

            per month (prorated), totaling $116,359.63, in each following month, until the Third

            (Final) Installment is paid in full. The extended payment period shall not be longer than

            SIX (6) months after the due date.

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        3. Transfer of Property: The property shall be transferred in THREE (3) steps:

        a) Part I - Pershing County Property: Upon Execution of this Agreement and receipt of the Down Payment (First Installment), the SELLER will payoff the existing Note on Part I, known as Pershing County APN# 15-110-06, and will deliver to Escrow Holder an executed Grant, Bargain and Sale Deed, along with a Promissory Note and Deed of Trust associated with Section 1, with SELLER as Beneficiary, in a recordable form and all other title documents, ownership rights and other documents transferring all interest in the Property known as APN# 15-110-06, and described in Exhibit "A" attached hereto, to BUYER, as specified in Paragraph 3 and Exhibit "B" attached hereto, according to the procedures specified herein. Said Note and Deed of Trust shall remain in place until the Agreement has been fulfilled completely. BUYER will prepare an executed, recordable Deed in Lieu of Foreclosure conveying Property back to SELLER, as specified in Exhibit "B", in the event of default on the part of BUYER for delivery to the Escrow Holder, as designated by the parties, and

        b) Part II - Churchill County Property: Upon the payment of the Second Installment, the SELLER will deliver to Escrow Holder an executed Grant, Bargain and Sale Deed, along with a Promissory Note and Deed of Trust associated with Section 2, with SELLER as Beneficiary, in a recordable form and all other title documents, ownership rights and other documents transferring all interest in the Property known as Churchill County APN# 005-211-09, and described in Exhibit "A" attached hereto, to BUYER, as specified in Paragraph 3 and Exhibit "B" attached hereto, according to the procedures specified herein. Said Note and Deed of Trust shall remain in place until the Agreement has been fulfilled completely. BUYER will execute a recordable Deed in Lieu of Foreclosure conveying Property back to SELLER, as specified in Exhibit "B", in the event of default on the part of BUYER for delivery to the Escrow Holder, as designated by the parties.

        c) Part III - Reconveyance: Upon the payment of Third (Final) Installment, SELLER shall reconvey the Deeds of Trust contemplated in Parts I and II, releasing any and all liens associated with the Agreement.

        4. Operating Company: BUYER will incorporate a private, legal entity in the State of Nevada (the "Company"). At the execution of this Agreement and the receipt by the SELLER of the total Down Payment, the Company will appoint one person to receive title to the Properties described in Exhibit A and SELLER will receive a board position with certain and sufficient influence in the Company to control the transfer of the Properties described in Exhibit A and provide for the recovery of those Properties in the event of default, failure to execute or termination of this Agreement. SELLER will immediately relinquish and surrender all interest in the Company and resign the Board position upon receipt of the Third (Final) Installment specified in Paragraph 2 above. The structure, bylaws and operation of the Company have been approved by SELLER and BUYER.

        5. Continuation of Agreement Provisions: All provisions of the Agreement are to remain in force during the purchase period (Term) until the Third (Final) Installment of the Balance Due including any fees and interest as specified herein which shall fully execute the Agreement.

        6. Penalty: There shall be no penalty for early or prepayment of purchase price by BUYER to SELLER and the option to accelerate the Purchase Procedures or pay the full amount due on the Property may be exercised at any time the Agreement is in force. BUYER shall notify SELLER no later than THIRTY (30) days in advance of his intentions to accelerate payments.

        7. Miscellaneous Provisions/Term Definitions:

SELLER:                   GREATER NEVADA RANCHES, LLC

BUYER:                    METAMINING, INC.

        B. NOTICES: No notice, request, demand, instruction or other document to be

given hereunder to any party shall be effective for any purpose unless personally delivered to the person at the appropriate address set forth below (in which such notice shall be deemed effective upon such delivery) delivered by air courier, next-day delivery (i.e. Federal Express), or delivered by U.S. mail, sent by registered or certified mail, return receipt requested as follows:

If to SELLER, to:                               GREATER NEVADA RANCHES, LLC

                                                            1135 Cornell Ave., Box 59

                                                            Lovelock, NV, 89419

If to BUYER, to:                                 METAMINING, INC.

                                                            1065 E Hillsdale Blvd, Suite 318

                                                            Foster City, CA 94404

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Notices delivered by air courier shall be deemed to have been given the next business day after deposit with the courier and notices mailed shall be deemed to have been given on the second day following deposit of same in any United States Post Office mailbox in the state to which the notice is addressed or on the third day following deposit in such post office box other than the state to which the notice is addressed, postage prepaid, addressed as set forth above.

         C. ESCROW AND CONVEYANCE: Escrow shall be with:

             Joylyn M. Harmer Attorney/Title Company

             502 North Division Street /Street Address

             Carson City /City, NV 89703 Zip Code

             Joylyn M. Harmer / Escrow Officer

             775-883-3200 /Telephone

         Escrow shall be opened as of the date upon which Escrow Holder has received a copy of this Agreement with Purchase Procedures, accompanied by the total undistributed sum of FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS and documents as required therein. The date all such items have been delivered to Escrow Holder shall be referred to herein as the "Opening of Escrow" and the date escrow actually closes and the transfer documents are recorded shall be referred to as "Close of Escrow.1" Escrow Holder is hereby authorized and instructed to act in accordance with the provisions of Addendum #1 to this Agreement for specific instructions on the distribution of funds to the SELLER. This Agreement, which agreement, together with Escrow Holder's standard escrow instructions, shall constitute Escrow Holder's instructions. As between the Parties, if there is a conflict between Escrow Holder's standard instructions and this Agreement, this Agreement will control.

        1. The Grant, Bargain and Sale Deed referred to herein shall be standard to the industry, comply with the laws of Nevada, and be recorded in the public records following payment of the Down Payment to SELLER.

        2. In addition to the Grant, Bargain and Sale Deed, the parties hereto agree to

execute any and all closing documents reasonably requested by any party hereto, which documents may include a copy of the payment check together with copies of the notes if any, security instruments exchanged by the parties, a State of Nevada "Declaration of Value" form and "Transfer of Interest" notices, shall be sufficient documentation to advise Pershing County and Churchill County to transfer title to the property on its books either to the purchaser or its assigns within TEN (10) days from the transfer of funds to the SELLER, Subject to SCHEDULE 1. BUYER shall bear the cost of all fees relating to the transfer of property including transfer taxes, document recording fees and title search or policy fees. BUYER and SELLER shall equally bear the cost of all escrow fees.

          3. Upon proof that SELLER has received the First Installment (Down Payment) pursuant to the terms of this Agreement and has paid off the existing Note, Escrow Holder is hereby instructed to release from escrow and record as instructed all Title Documents describe in Paragraphs 1 and 2 above.

                                                                                                                    Initial for Identification

1. Total time of Escrow: 2 years, unless BUYER elects to pay off early or extend to the maximum of 6 months.

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EXHIBIT A

ADDENDUM #1

(Attached hereto)

                                                                     EXHIBIT A

Exhibit "A" to Purchase and Sale Agreement between Greater Nevada Ranches, LLC (as "SELLER") and Metamining, Inc. (as "BUYER") and pertaining to the following described real property, with mineral rights, situated in Pershing County and Churchill County, State of Nevada.

Pershing County APN #015-110-06

      TOWNSHIP 25, RANGE 33, M.D.B. &M.

      Section 1, consisting of 649.95 acres, more or less.

SUBJECT TO:

1.Subject to all rights reserved by NEVADA LAND AND RESOURCE COMPANY, LLC, a Nevada limited liability company, in the Royalty Deed, recorded on August 11 t\ 2008, as Document #361332, in Book 439, Page 180, of the Official Recorders of the Pershing County Recorder's Office, State of Nevada; and

2.Obligations to pay annual assessments, maintenances fees, recording fees, and other fees due under the laws of the United States and Nevada, but which are not yet due and payable; and

3. Rights-of-way, easements, and all other matters of record in the office of the Clerk or Recorder of Pershing County, Nevada.

Churchill County APN #005-211-09

      TOWNSHIP 24, RANGE 34, M.D.B.&M.

      Section 9: West 12 consisting of278.61 acres, more or less.

SUBJECT TO:

1.           Subject to all rights reserved by NEVADA LAND AND RESOURCE COMPANY, LLC, a Nevada limited liability company, in the Royalty Deed, recorded on September 22nd, 2009, as Document #410048 of the Official Recorders of the Churchill County Recorder's Office, State of

Nevada; and

2.           Obligations to pay annual assessments, maintenances fees, recording fees,

and other fees due under the laws of the United States and Nevada, but which are not yet due and payable; and

3.           Rights-of-way, easements, and all other matters of record in the office of the Clerk or Recorder of Churchill County, Nevada.

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ADDENDUM #1

Supplemental Instructions to Escrow Holder

Buena Vista Iron Ore Payment Schedule

All payments to SELLERS except for the PREP A YMENT are to be distributed according to the following apportionment:

1. Little Valley Group, LLC (L VC)	77.1930%
2. Western Resource Group, LLC (WRG)	10.5263%
3. Greater Nevada Ranches, LLC (GNR)	12.2807%

As a consequence of an additional advance payment of $57,025.00 to WRG of which $15,680.00 was returned to Metawise leaving an actual advance of $41,345.00 which amount reduced the total due to all SELLERS, that amount will be subtracted from WRG's portion of the PREP A YMENT and distributed to all SELLERS in the above percentages. Review Payment and First Installment figures have been revised to show actual amounts.

Adjusted Dollar amounts for the PREP A YMENT:

1. L VC	$417,880.44
2. WRG	$15,638.60
3. GNR	$66,480.96
Total	$500,000.00

Dollar amounts to complete the FIRST (Down payment) INSTALLMENT:

1. L VC	$1,748,757.70
2. WRG	$238,466.55
3. GNR	$278,211.35
Total	$2,265,435.60

Dollar amounts for the SECOND INSTALLMENT:

1. LVC	$4,342,106.24
2. WRG	$592,104.38
3. GNR	$690,789.38
Total	$5,625,000.00

Dollar amounts for the THIRD (Final) INSTALLMENT:

1. LVC	$4,342,106.24
2. WRG	$592,104.38
3. GNR	$690,789.38
Total	$5,625,000.00

TOTALS

Review Payment $250,245.40 less $15,680.00 return	$234,564.40
Prepayment	$500,000.00
First Installment	$2,265,435.60
Second Installment	$5,625,000.00
Third (Final) Installment	$5.625.000.00
Purchase Price	$14,250,000.00

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EX-10.12

Exhibit 10.12

PURCHASE AND SALE AGREEMENT

Agreement No. NV03

THIS AGREEMENT is made effective as of the 15th day of April, 2011, by and between Western Resource Group, LLC, a Nevada Limited Liability Company (hereinafter designated as "SELLER", whether one or more), having its business address at 204 West Spear St, # 2478, Carson City, NV 89703 and Metamining, Inc., (hereinafter designated as "BUYER"), having its business address at 1065 E. H1llsdale Blvd., Suite 318, Foster City, CA, 94404. SELLER and BUYER are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties."

WITNESSETH

WHEREAS, SELLER is the owner of certain unpatented mining claims lying and situated in Pershing County, Nevada, as more particularly described in Exhibit A attached hereto (herein defined and referred to as the "Property") and SELLER wishes to sell and BUYER wishes to acquire the Property.

NOW, THEREFORE, for a valuable consideration paid to SELLER by BUYER, the teceipt and sufficiency of which is hereby acknowledged, and III consideration of the covenants hereinafter set forth, SELLER and BUYER agree as follows:

1. The "Property"

The Property shall mean all of the interest in all of the unpatented mining claims described in Exhibit A attached hereto and made a part hereof, together with all of the ores, minerals, stockpiles, and materials located therein, thereon, or thereunder, and all right, title and interest of SELLER in and to the surface of said mining claims, and all water, water rights, easements and rights-of-way now and hereafter owned or held by SELLER in, upon or under the said Property or in any way pertaining thereto.

2. Warranties and Representations

No person is authorized to make, and by execution hereof BUYER acknowledges, that no person has made any representation, warranty, guaranty or promise except as set forth herein. The Parties acknowledge that SELLER has made the Property available for the BUYER'S independent inspection. The Parties further acknowledge that the SELLER makes no claims or warrants as to the mineral content or value of the Property and except for the specified express warranties of the other contained in this Agreement, the Property is purchased and/or exchanged in its "as is" condition.

Condition of Title: SELLER warrants that it owns and has title to the Property, subject  to the rights of the United States in the FEE I. SELLER represents and warrants to BUYER that: (i) subject to the rights of the United States and the matters set forth below with respect to mining related claims and properties, SELLER owns and has the exclusive possession of the Property; (ii) SELLER has the full right, power, and capacity to enter into this Agreement upon the terms set forth herein; (iii) each of the unpatented lode mining claims described in Exhibit A has been validly located, filed and recorded in the office of the Clerk or Recorder of the county in which the

claims are located in compliance with the laws of the United States and of the state in which the claims are located as they relate to location and recordation of such claims; (iv) to the extent applicable, SELLER has timely complied with all of the filing provisions of the Federal Land Policy and Management Act (43 U.S.C., Subsection 1744) as they pertain to the claims described in Exhibit A; and (v) SELLER has timely paid the necessary claim maintenance fees or performed assessment work upon the claims described in Exhibit A through the assessment year ending September 1, 2011 and has recorded and filed proof thereof, all of which work, recordings and filings have been completed in accordance with the applicable state and federal statutes pertaining to assessment work. SELLER further warrants that all taxes and assessments are paid and have no liens against them. Notwithstanding any provision herein to the contrary, the sole and exclusive remedy for any breach of the warranties set forth in this Paragraph 2 shall be the right to cure such breach and then deduct the actual cost of such breach from the payments owed to SELLER hereunder, all as set forth in Paragraph 10.B below.

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3. Term

Unless sooner terminated or extended as hereinafter provided, the term of this Agreement shall be for a period of TWO (2) years commencing on the effective date hereof or the, relinquishment of said Property in Exhibit A back to the SELLER, whichever occurs first. The TWO (2) year period is hereafter called the Term of the Agreement.

4. Agreement Period

A. Grant: SELLER hereby grants, demises, and furnishes the Property exclusively unto the BUYER, its successors and assigns during the Agreement Period with the exclusive right and privilege to explore and mine, including drilling and sampling, develop, catalog, analyze and assess all ores, minerals and materials of whatsoever nature or sort, evaluate the type, quality, or quantity of minerals present, to copy, peruse, and evaluate any and all documents relating to the Property in Exhibit A, and to use so much of the surface and underground thereof as may be necessary, useful, or convenient to the full extent allowed by law to enjoy all of the rights herein granted. BUYER is hereby further granted the exclusive right to construct and use, facilities, equipment roadways, and haulage ways, and all other required structures.

B. Permits: BUYER will have the right to begin the permitting process and obtain all required Federal, State, or local permits for exploration, feasibility and mining operations on the Property. Permits will be in the name of the BUYER unless otherwise noted and agreed upon.

C. Contracts: BUYER will have the right to negotiate contracts for the mining, processing and shipping of iron ore, iron products or other minerals from the property. Such contracts will be effective after title is transferred to BUYER or its assignee.

 D. Review: Following the execution of this Agreement, BUYER will be provided copies of all review material not previously submitted including pertinent maps, magnetic anomaly data, claim maps, drill records, market reports, previous field studies, and proof of ownership in the possession of SELLER. Any information obtained as a result of this review will be maintained in confidence subject to the terms of the Mutual Nondisclosure Agreement executed by the Parties. Unless this Agreement is fully consummated by the payment of the full purchase price to SELLER prior to the end of the Agreement Period, any such information held or copied in any form and held by BUYER shall be either returned to SELLER or destroyed at SELLER's discretion. The Parties hereto will cooperate to complete all conditions set forth herein expeditiously.

5. Purchase Price

The purchase price for the Property shall be ONE MILLION US DOLLARS ($1,500,000.00) which shall be paid by BUYER in accordance with the terms of this Agreement. BUYER is purchasing the properties described herein by way of a First Installment (Down Payment) which includes Pre-Payment and a credit to BUYER for the amount of the Review Payment previously received and balance of down payment, a Second Installment due within ONE (1) Year after the signing of this Agreement and a Third (Final) Installment due within TWO (2) Years after the singing of this Agreement. Final Payment of the Balance Due including any fees and interest as specified herein shall fully execute the Agreement. In the event that BUYER fails to fully execute the Agreement within the time period allowed and agreed by both parties, all rights, titles, and Property shall transfer back to the SELLER as provide for herein.

6. Payments to SELLER

A. Down Payment: BUYER agrees that it initiates the purchasing of the property, claims, mineral and materials listed in Exhibit A herein for the sum of THREE HUNDRED FIFTEEN THOUSAND SEVEN HUNDRED NINETY ONE US DOLLARS AND TWENTY FOUR CENTS (USD315,791.24). Upon the execution of this Agreement by BUYER and SELLER, all Parties including Escrow Holder, will exercise the provisions of SCHEDULE I ("Procedures to Purchase") regarding the Down Payment and subsequent Payments. If this Agreement is terminated, BUYER shall have no obligation to make subsequent payments, but shall not be entitled to any refund of the previous payments.

1. Escrow Holder: The Escrow Holder shall act as an Independent Trustee with no vested or conflicting interests. Payments and Transfer Documents shall be held in escrow and released to either BUYER or SELLER in accordance with Schedule I of this Agreement

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2. Failure to Close: In the event that BUYER fails to close the purchase of the Property by failing to make the specified payments to complete this Agreement within the time and manner specified herein, SELLER shall be released from all obligations in law or at equity to proceed further with this Agreement. The BUYER and SELLER acknowledge that the nonrefundable Payments will be retained by SELLER and that SELLER will have no other right, cause of action or additional recourse against BUYER for the default in closing this transaction. All Property, titles, rights, easements and grants shall transfer back to SELLER, as specified in Schedule I, in good order and without liens or encumbrances.

B. Method of Payment: All payments required to be made by BUYER to SELLER or Escrow Holder may be made in currency, by draft, by check, electronic transfer or other readily available funds at the option of BUYER, and said payments may be mailed or delivered to Escrow Holder of record and certified copy of delivery to SELLER at the address specified pursuant to Paragraph 13. All dollar amounts referenced in this Agreement or any attachments are understood to mean United States Dollars (USD). Upon making any payment as described above, BUYER shall be relieved of any responsibility for distribution of such payment to SELLER or SELLER'S successors in interest. The delivery or the deposit in the mail of any payment hereunder on or before the due date thereof shall be deemed timely payment hereunder. If any payment owed to SELLER by BUYER hereunder is not made when due, BUYER shall be liable for a late

fee of $2,000.00. If BUYER fails to make payment within ten (10) days after due date, BUYER shall pay SELLER, in each following month, a monthly payment which is equal to at least one sixth (1/6) of the amount owed plus a flat fee per month (to be prorated by days) up to a maximum period of SIX (6) months after the due date (more specifically described in Schedule I and Addendum #1).

7. Conduct of Operations; Protection from Liens; and Indemnification

BUYER shall conduct all exploration and other operations in accordance with Good Mining Practices and sound principles of conservation and with due regard to the development and preservation of the Property as a mineral property. BUYER shall at all times comply with all valid and applicable local, state and federa11aws and regulations governing its operations or applicable to the Property, whether such laws and regulations are now in effect or become effective during the Term of this Agreement, including but not limited to those relating to health, safety, noise, reclamation, waste disposal, water and air quality, and the environment. BUYER shall pay all expenses incurred by it in its operation on the Property and shall allow no liens arising from any act of BUYER to remain upon the interest of SELLER in and to the Property; provided, however, that if BUYER, in good faith, disputes the validity or amount of any claim, lien or liability asserted against it with respect to the Property, it shall not be required to payor discharge the same until the amount and validity thereof have been finally determined. BUYER shall, pursuant to NRS 108.2413, obtain the release of a mechanic's lien by posting a surety bond. Before beginning any operations on the Property, BUYER shall carry workman's compensation insurance or general liability coverage, naming SELLER as an additional beneficiary, to the extent and in the amount of ONE MILLION USD ($1,000,000) or as required by the laws of the State of Nevada.

BUYER agrees to defend, indemnify, and save SELLER harmless from any and all actions, claims, costs, expenses, damages, fines, or liability of any kind resulting from BUYER's acts or omissions together with any and all costs, expenses and fees, including attorney's fees, incurred by SELLER incident thereto regardless of whether such liability, claim, cost or expense arises during or after the Term of this Agreement. BUYER shall not indemnify nor save SELLER harmless from any such actions, claims or liability arising out of SELLER'S acts or omissions or conditions of the Property caused by SELLER.

8. Taxes

BUYER shall pay all taxes, assessments and other governmental charges imposed upon the Property and upon any equipment and improvements placed by it thereon for the period that this Agreement is in effect. SELLER and BUYER agree to promptly transmit to BUYER and SELLER all notices pertaining to such taxes, assessments and charges which the Parties may receive. If this Agreement is terminated, such taxes shall be prorated between BUYER and SELLER for the tax year in which such termination occurs. BUYER shall have the right to contest in the courts or otherwise, in its own name or in the name of SELLER, the validity or amount of any such taxes or assessments if it deems the same unlawful, unjust, unequal or excessive, or to take such steps or proceedings as it may deem necessary to secure a cancellation, reduction, re-adjustment or equalization thereof before it shall be required to pay the same, but in no event shall BUYER permit or allow title to the Property to be lost as the result of non-payment of any taxes, assessments or other such charges

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9. Maintenance Fees and Assessment Work

BUYER agrees that, during the Term of this Agreement, commencing with the annual assessment year beginning the 1st day of September, 2011, and for each subsequent assessment year in which this Agreement is active, it shall perform annual assessment work or pay claim maintenance fees required to maintain such claims and timely record, file and furnish to SELLER any and all affidavits, notices of intent to hold, proof of payments, and other documents reasonably necessary to preserve and maintain the Property at least thirty (30) days before such payments or documents are due. At BUYER'S request, SELLER will perform or cause to be performed the annual assessment/claim maintenance fee requirements on each of said claims during the term of this Agreement. SELLER will be reimbursed by BUYER upon presentation of satisfactory proof that said assessment work has been accomplished.

10. Title Matters

A. Title Documents: Upon written request of BUYER at any time during the term hereof, SELLER shall promptly deliver to BUYER all abstracts of title (if applicable) to and copies of all title documents affecting the Property which SELLER may still have in its possession, together with copies of all plats and field notes of surveys of the Property which SELLER has in its possession. SELLER must provide documents supporting marketable title, however; BUYER assumes responsibility for conducting its own due diligence on title and other matters to its own satisfaction and at its own expense.

B. Title Defects, Defense and Protection: If (i) SELLER'S title to any of the Property is defective or less than as represented in Paragraph 2, or (ii) SELLER's title is contested or questioned by any person, entity or governmental agency, BUYER may attempt, with all reasonable dispatch, to perfect, defend, or initiate litigation to protect SELLER's title if SELLER does not promptly correct defects in title upon written notice of such defects. SELLER shall execute all documents and shall take such other actions as are reasonably necessary to assist BUYER in its efforts to perfect, defend or protect SELLER's title. If the title is defective or less than as represented in Paragraph 2, then (and only then) the costs and expenses of perfecting, defending or correcting title (including, but without being limited to, the cost of attorney's fees and the costs of releasing or satisfying any mortgages, liens and encumbrances) shall be a credit against payments thereafter to be made to SELLER under the provisions of Schedule I, unless the encumbrance or dispute arises from BUYER's failure to perform its obligations hereunder (in which case such costs shall be borne by BUYER). In all matters related to the SELLER's title to the Property, BUYER shall act in good faith as a fiduciary of SELLER and shall use its commercially reasonable best efforts to protect and preserve SELLER's title to the Property. During the term of this Agreement, under no circumstances shall BUYER take any action or omit to take an action if such action or omission may result in SELLER losing title to the Property.

C. General: Nothing herein contained and no notice or action which may be taken under this Paragraph 10 shall limit or detract from BUYER's right to terminate this Agreement in the manner provided in Paragraph 11 (B).

11. Termination; Removal of Property

A. Termination by SELLER: In the event of any default by BUYER in the performance of its obligation hereunder, SELLER shall give to BUYER written notice specifying the default. If the default is not cured within 30 days after BUYER has received the notice, or if BUYER has not within that time begun action to cure the default and does not thereafter diligently prosecute such action to completion, SELLER may terminate this Agreement by delivering to BUYER written notice of such termination, subject to BUYER's right to remove its property and equipment from the Property, as hereinafter provided. SELLER shall have no right to terminate this Agreement except as set forth in this Paragraph 11 (A).

B. Termination by BUYER: BUYER may at any time upon thirty (30) days advance notice execute and deliver to SELLER or place of record, a release covering all of the Property and thereby surrender this Agreement as to all and terminate from and after the date of release and surrender all obligations as to the acreage surrendered; provided, however, that such surrender and termination shall not relieve BUYER of its obligation, if any, with respect to annual assessment work covering unpatented mining claims as provided for in Paragraph 9 hereof.

C. Removal of Property: Upon any termination of this Agreement, BUYER shall have a period of SIX (6) months from and after the effective date of termination in which to remove from the Property all of its machinery, buildings, structures, facilities, equipment and other property of every nature and description erected, place or situated thereon, except supports placed in shafts, drifts or openings in the Property; provided, however, that unless otherwise authorized in writing by SELLER, no tools, machinery, facilities or improvements shall be removed while BUYER is in any manner indebted to SELLER under any obligation imposed by this Agreement. Any property of BUYER not so removed at the end of said six months shall become the property of SELLER.

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 Obligations of BUYER upon Termination: If this Agreement IS terminated, BUYER shall:

i.         Within 30 days of such termination, furnish to SELLER, copies of all reports, field studies, assay results, drill records, exploration data and other pertinent material developed in conjunction with the project not previously provided and agrees to return all such land and technical documents that SELLER has previously provided. Parties will treat as confidential all information contained therein and exchanged according to the terms of the Mutual Nondisclosure Agreement between Parties. SELLER may, at SELLER's expense, pick up any available core from the Property; provided, however, that BUYER shall in no event be liable to SELLER for the loss of any core from the Property; and

ii.         Execute and deliver to SELLER a release and surrender of this Agreement and all of BUYER's interests in the Property, the same to be in a recordable form; and

iii.        Surrender the Property in good order and condition and will comply with all valid and applicable local, state or federal regulations as such relate to the termination of operations (including but not limited to those relating to reclamation, reconditioning or conservation of lands and waters or to air and water quality, removal of all temporary buildings, structures, equipment, etc.), and pay, defend, indemnify and hold SELLER harmless from any and all liability, claims, costs and expense resulting from BUYER'S activities on the property during the Agreement period or as a result of the termination or completion of the project. BUYER shall comply with the provisions of the National Environmental Policy Act (NEPA), The Federal Land Policy and Management Act (FLPMA) and the Bureau of Land Management (BLM) and, as required, obtain a Security/Reclamation Bond for the purpose of guaranteeing payment of costs associated with the termination of this Agreement or the completion of the project.

12.  Suspension of Operations

A. Force Majeure: BUYER shall not be liable for failure to perform any of its obligations hereunder during periods in which performance is prevented by any cause reasonably beyond BUYER's control, which causes hereinafter are called "force majeure". For purposes of this Agreement, the term "force majeure" shall include acts of God, fire, flood, strikes, insurrections, sabotage, or mob violence, unforeseeable requirements or regulations of government, unforeseeable court orders, and other causes of a similar nature which are beyond the control of BUYER. BUYER shall notify SELLER of the date of commencement and cause of each period of force majeure and shall also notify SELLER of the time of removal of such cause. The Agreement period may be extended by mutual agreement, such agreement not to be unreasonably withheld by SELLER, but without such agreement, a period of Force Majeure may not extend the time period to complete Final Purchase described within this Agreement. Notwithstanding the foregoing BUYER shall still be liable for other obligations hereunder during any period of force majeure, including without limitation payment of the claim maintenance obligations set forth in Paragraph 9 above.

B. Obligations during Suspension of Operations: During any suspension of operations under A. of this Paragraph, BUYER shall:

i.  Continue to pay all property and other taxes, assessments and charges payable by BUYER described in Paragraphs 8 and 9 as and when they become payable as therein provided;

ii. Comply with all requirements of this Agreement relative to maintaining the status and title of the Property in good standing;

iii. Continue to maintain insurance coverage and indemnification as required under Paragraph 7.

13. Notices

Any notice or communication required or permitted hereunder shall be effective when personally delivered or shall be effective when addressed:

If to SELLER:                                                    Western Resources Group, LLC

                                                                          PO Box 470 Coleville, CA 96107

If to BUYER:                                                     Metamining Inc.

                                                                          1065 E. Hillsdale Blvd., Suite 318

                                                                          Foster City, CA 94404

and deposited, postage prepaid, certified or registered, in the United States mail. Either party may, by notice to the other given as aforesaid, change its mailing address for future notices hereunder.

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14. Memorandum

The parties to this Agreement agree to execute and record a memorandum or short form of this Agreement in a form sufficient to constitute record notice to third parties of the rights granted hereunder, which may be recorded with the County Clerk or Recorder of the county or counties in which the Property are situated.

15.Construction; No Implied Covenants

This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the state in which the Property are situated. Paragraph headings herein are for convenience only and shall not be considered a part of this Agreement nor used in its interpretation. All of the agreements and understandings of BUYER and SELLER with reference to the Property are embodied in this Agreement, which supersedes all prior agreements and understandings between BUYER and SELLER with reference to the Property.

16. Counterparts: Joinder

This Agreement may be executed by signatures and acknowledgements sent by facsimile or other electronic means in any number of counterparts, and any party who executes a counterpart need not execute the same counterpart as any other party.

Each of such counterparts shall be deemed to be an original, all of which counterparts together shall constitute one and the same Agreement.

17.Compliance with Law

While conducting activities and operations on the Property, BUYER shall comply with all applicable laws and regulations of all governmental authorities with valid jurisdiction over the Property or BUYER'S activities and operations on the Property. Upon termination of this Agreement BUYER shall reclaim in accordance with applicable state, federal or local laws and regulations all surface disturbance on the Property resulting from BUYER'S activities hereunder.

18. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada. In the event of a disagreement over any of the provisions or terms of this Agreement, all parties agree to seek binding arbitration from a Nevada State arbitration board pursuant to the laws of the State of Nevada.

19. Water Rights

Should BUYER develop or produce any water or otherwise obtain any water rights on the Property, BUYER shall upon termination of this Agreement, to the fullest extent permitted by the water laws and regulations of the State of Nevada, convey and transfer to SELLER all water rights that BUYER may have acquired on the Property.

IN WITNESS WHEREOF, the SELLER and BUYER have executed this Purchase and Sale Agreement effective as of the date first above set forth.

SELLER:                                                                                 BUYER:

Western Resource Group, LLC                                         Metamining, Inc.

A Nevada Limited Liability Company                               A California Corporation

By: /s/ Charles Graham Clifton                                         By: /s/Ling Li

Print:  Charles Graham Clifton                                          Print: Ling Li

Its: Managing Member                                                       Its: President

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NOTARY:

ACKNOWLEDGMENT

STATE OF Nevada

COUNTY OF Carson City

On April 15, 2011 before me, Sandra F Mendez, personally appeared Charles Graham Clifton, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Navada that the foregoing paragraph is true and correct.

WITHNESS my hand and official seal

By: /s/ Sandra F Mendez     (Notary Seal)

Signature of Notary Public

ACKNOWLEDGMENT

STATE OF CALIFORNIA

 COUNTY OF San Mateo

On April 14 2011 before me, Eric Xuming Li, Notary Public, personally appeared Ling Li, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITHNESS my hand and official seal

By: /s/ Xuming Li (Notary Seal)

Signature of Notary Public

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SCHEDULE I

SCHEDULE I to Purchase and Sale Agreement between Western Resource Group, LLC (as "SELLER") and Metamining, Inc. (as "BUYER").

PROCEDURE TO PURCHASE

1. Purchase Price:

Once this Agreement is fully-signed by both parties, this Agreement is executed and BUYER shall have the exclusive right to purchase the Property for the amount of ONE MILLION FIFTY USD ($1,500,000.00), (herein the "Purchase Price") unless the Agreement is terminated. Within TEN (10) days after signing of this Agreement by BUYER and SELLER, BUYER shall deliver to Escrow Holder the sum of FIFTEEN THOUSAND SIX HUNDRED THIRTY EIGHT US DOLLARS AND SIXTY CENTS ($15,638.60) (Pre-Payment) or other valuable consideration acceptable to the SELLER for distribution to SELLER. Within FORTY FIVE (45) days after the Escrow Holder receives the Pre-Payment, BUYER shall deliver to Escrow Holder the sum of TWO HUNDRED THIRTY EIGHT THOUSAND FOUR HUNDRED SIXTY SIX US DOLLARS AND SEVENTY CENTS ($238,466.55) (Balance of Down Payment) or other valuable consideration acceptable to the SELLER for the account of SELLER (the Review Payment, Pre-Payment and Balance of Down Payment are collectively referred to as the "Down Payment" in the Agreement). SELLER will deliver to Escrow Holder, for delivery into escrow, an executed Quit Claim Deed in a recordable form and all other title documents, ownership rights and other documents transferring all interest in the Property contained in Exhibit A (the "Transfer Documents") to the account of the Company. When the down payment is fully funded, the Escrow Holder will then disburse the remaining funds to the SELLER, file and then deliver the Transfer Documents to the Company specified in Paragraph 3 of Schedule I according to the procedures specified herein to initiate the Term of this Agreement. BUYER will prepare Transfer Documents including an executed, recordable Quit Claim Deed conveying Property back to SELLER in the event of default on the part of BUYER for delivery to Escrow Holder. Only in the event this Agreement is terminated, the Escrow Holder is hereby instructed to record the Quit Claim Deed and Transfer Documents, thus conveying Property back to SELLER. SELLER shall provide a Notice of Default pursuant to this Agreement at least 7 days prior to the recording the reverse deeds.

2. Payment Schedule:

The following payments shall be paid by BUYER to SELLER by the Payment Schedule:

First Installment includes three partial payments: USD315, 791.24

1. Review Payment: BUYER paid to SELLER and SELLER confirmed receipt of payment of$61,686.09 on December 8, 2010.

2. Pre-Payment: A Pre-Payment of FIFTEEN THOUSAND SIX HUNDRED THIRTY EIGHT US DOLLARS AND SIXTY CENTS ($15,638.60) will be paid by BUYER to SELLER within 10 days after signing of this Agreement;

3. Balance of Down Payment: The Balance of Down Payment of TWO HUNDRED THIRTY EIGHT THOUSAND FOUR HUNDRED SIXTY SIX US DOLLARS AND FIFTY FIVE CENTS ($238,466.55) will be paid by BUYER to SELLER within FORTY FIVE (45) days after the Pre-payment.

Second Installment: USD 592,104.38

The Second Installment of FIVE HUNDRED NINETY TWO THOUSAND ONE HUNDRED FOUR US DOLLARS THIRTY EIGHT CENTS ($592,104.38) is due within ONE (1) Year after the signing of this Agreement.

If the BUYER fails to make a one-time payment for the Second Installment, BUYER has the right to extend the payment period with a minimum payment of$99,736.69 (includes 1/6 of the Second Installment principal plus a flat fee of $1,052.63 which is to be prorated by days) per month until the Second Installment is paid in full. The extended payment period shall not be longer than 6 months after the due date.

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Third Installment (Final): USD592, 104.38

The Third Installment of FIVE HUNDRED NINETY TWO THOUSAND ONE HUNDRED FOUR US DOLLARS THIRTY EIGHT CENTS ($592,104.38) is due within Two (2) Years after the signing of this Agreement.

If the BUYER fails to make a one-time payment for the Third Installment, BUYER has the right to extend the payment period with a minimum payment of $99,736.69 (includes 1/6 of the Second Installment principal plus a flat fee of $1,052.63 which is to be prorated by days) per month until the Third Installment is paid in full. The extended payment period shall not be longer than 6 months after the Third Installment due date.

3. Operating Company:

BUYER will incorporate a private, legal entity in the State of Nevada (The Company). At the execution of this Agreement and the receipt by the SELLER of the total Down Payment, the Company will receive title to the Properties described in Exhibit A. SELLER will appoint one person to receive a board position in the Company with certain and sufficient influence in the Company to control the transfer of the Properties described in Exhibit A and provide for the recovery of those Properties in the event of failure to execute or termination of this Agreement. However, this position does not have any voting power or right in the Company except for the transfer of title of the transferred properties. BUYER has 100% control of the development and management of the company. Any transfer of the title ofthe Properties from Metamining Nevada, Inc. must be approved by a unanimous vote and consent of all board members as per Metamining Nevada, Inc. Corporate Resolution dated 13 April, 2011. SELLER will immediately relinquish and surrender all interest in the Company and resign the Board position upon receipt of the Third (Final) Installment specified in Paragraph 2 above. The structure, bylaws and operation of the Company have been approved by SELLER and BUYER.

4. Continuation of Agreement Provisions: All provisions of the  Agreement are to remain in force during the purchase period (Term) until Final Payment (Third Installment) of the Balance Due including any fees and interest as specified herein which shall fully execute the Agreement.

5. Penalty: There shall be no penalty for early or prepayment of purchase price by BUYER to SELLER and the option to accelerate the Purchase Procedures or pay the full amount due on the Property may be exercised at any time the Agreement is in force. BUYER shall notify SELLER no later than thirty (30) days in advance of his intentions to accelerate payments.

6. Miscellaneous Provisions:

Definitions of Terms:

SELLER:                  Western Resource Group,

BUYER:                   LLC Metamining, Inc.

A. NOTICES: No notice, request, demand, instruction or other document to be

given hereunder to any party shall be effective for any purpose unless personally delivered to the person at the appropriate address set forth below (in which such notice shall be deemed effective upon such delivery) delivered by air courier next-day delivery (e.g. Federal Express), or delivered by U.S. mail, sent by registered or certified mail, return receipt requested as follows:

If to SELLER, to:                                                   Western Resource Group,

                                                                               LLC PO Box 470

                                                                               Coleville, CA 96107

If to BUYER, to:                                                    Metamining, Inc.

                                                                               1065 E. Hillsdale Blvd., Suite 318

                                                                               Foster City, CA 94404

Notices delivered by air courier shall be deemed to have been given the next business day after deposit with the courier and notices mailed shall be deemed to have been given on the second day following deposit of same in any United States Post Office mailbox in the state to which the notice is addressed or on the third day following deposit in such post office box other than the state to which the notice is addressed, postage prepaid, addressed as set forth above.

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B. ESCROW AND CONVEYANCE: Escrow shall be with:

                                      Joylyn M. Harmer Attorney/Title Company

                                      502 North Division Street /Street Address

                                      Carson City /City, NV 89703/ Zip Code

                                      Joylyn M. Harmer/ Escrow Officer

                                      775-883-3200 /Telephone

Escrow shall be opened as of the date upon which Escrow Holder has received a copy of this Agreement with Purchase Procedures, accompanied by the total undistributed sum of $500,000.00 and documents as required therein. The date all such items have been delivered to Escrow Holder shall be referred to herein as the "Opening of Escrow" and the date escrow actually closes and the transfer documents are recorded shall be referred to as "Close of Escrow." Escrow Holder is hereby authorized and instructed to act in accordance with the provisions of Addendum #1 to this Agreement for specific instructions on the distribution of funds to the SELLER. This Agreement, which agreement, together with Escrow Holder's standard escrow instructions, shall constitute Escrow Holder's instructions. As between the Parties, if there is a conflict between Escrow Holder's standard instructions and this Agreement, this Agreement will control.

         1. The Quit Claim deed referred to herein shall be standard to the industry, comply with the laws of Nevada, and be recorded in the public records following payment of the Down Payment to SELLER.

         2. In addition to the Quit Claim Deed, the parties hereto agree to execute any and all closing documents reasonably requested by any party hereto, which documents may include a copy of the payment check together with copies of the notes if any, security instruments exchanged by the parties, a State of Nevada "Declaration of Value" form and "Transfer of Interest" notices, shall be sufficient documentation to advise Pershing County and the Bureau of Land Management to transfer title to the property on its books either to the purchaser or its assigns within ten (10) days from the transfer of funds to the SELLER and in the event of termination of this Agreement, back to SELLER or its assigns. After disbursement of the Third (Final) Installment, Escrow Holder is instructed to destroy or return to BUYER, at BUYER's discretion, all documents conveying Property back to SELLER. BUYER shall bear the cost of all fees relating to the transfer of property including document recording fees and title search or policy fees. BUYER shall pay transfer taxes (if any) up to USD 1 0,000.00 and SELLER shall bear the rest of the transfer taxes. BUYER and SELLER shall equally bear the cost of all escrow fees.

        3. Upon proof that SELLER has received the First Installment (Down Payment) pursuant to the terms of this Agreement, Escrow Holder is hereby instructed to release from escrow and record as instructed all Title Documents describe in Paragraphs 1 and 2 above.

                                                                                                                       Initial for Identification

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EXHIBIT A

ADDENDUM #1

(Attached hereto)

EXHIBIT A

Exhibit A to Purchase and Sale Agreement between Western Resource Group, LLC (as "SELLER") and Metamining, Inc. (as "BUYER") and pertaining to the following described unpatented mining claims situated in Pershing County, State of Nevada.

178 Unpatented Lode Mining Claims in the Pershing County:

BV -1-28, 29-35 (odd), 37 - 84, 91-102,104,106,108-156,163 - 179(odd), 180 - 205

SUBJECT TO:

1. Obligations to pay annual assessments, maintenances fees, recording fees, and other fees due under the laws of the United States and Nevada, but which are not yet due and payable; and

2. Rights-of-way, easements, and all other matters of record in the office of the Clerk or Recorder of Pershing County, Nevada; and

3. Reservations in the United States applicable to unpatented mining claims.

                                                                    Initial for Identification

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ADDENDUM #1

Supplemental Instructions to Escrow Holder

Buena Vista Iron Ore Payment Schedule

All payments to SELLERS except for the PREP A YMENT are to be .distributed according to the following apportionment:

1. Little Valley Group, LLC (L VC)	77.1930%
2. Western Resource Group, LLC (WRG)	10.5263%
3. Greater Nevada Ranches, LLC (GNR)	12.2807%

As a consequence of an additional advance payment of $57,025.00 to WRG of which $15,680.00 was returned to Metawise leaving an actual advance of $41,345.00 which amount reduced the total due to all SELLERS, that amount will be subtracted from WRG's portion of the PREPAYMENT and distributed to all SELLERS in the above percentages. Review Payment and First Installment figures have been revised to show actual amounts.

Adjusted Dollar amounts for the PREP A YMENT:

1. LV C	$417,880.44
2. WRG	$15,638.60
3. GNR	$66,480.96
Total	$500,000.00

Dollar amounts to complete the FIRST (Down payment) INSTALLMENT:

1. L VC	$1,748,757.70
2. WRG	$238,466.55
3. GNR	$278,211.35
Total	$2,265,435.60

Dollar amounts for the SECOND INSTALLMENT:

1. L VC	$4,342,106.24
2. WRG	$592,104.38
3. GNR	$690,789.38
Total	$5,625,000.00

Dollar amounts for the THIRD (Final) INSTALLMENT:

1. LV C	$4,342,106.24
2. WRG	$592,104.38
3. GNR	$690,789.38
Total	$5,625,000.00

TOTALS

Review Payment $250,245.40 less $15,680.00 return	$234,564.40
Prepayment	$500,000.00
First Installment	$2,265,435.60
Second Installment	$5,625,000.00
Third (Final) Installment	$5,625,000.00
Purchase Price	$14,250,000.00

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