8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 30, 2009

SARA CREEK GOLD CORP.

(Exact name of registrant as specified in its charter)

Commission File Number 000-52892

Nevada	98-0511130
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

5348 Vegas Drive, #236

Las Vegas, NV  89108

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code:  702-952-9677

N/A

(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):

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

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

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

¨ 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

On September 30, 2009, Sara Creek Gold Corp. (the “Company”) and Orion Resources, N.V. (“Orion”), a Suriname corporation, entered into a Share Acquisition and Investment Agreement (the “Investment Agreement”) whereby the Company agreed to acquire one (1) share in the capital of Orion, which will represent 50% of Orion’s issued and outstanding capital, for a purchase price of $2,000,000.  At closing, Mr. Jean Pomerleau is to be appointed as a director of Orion.  The Investment Agreement is scheduled to close on November 15, 2009 or such other date as agreed to by the Company and Orion.

Orion is a resource company with a 100% interest in and to a resource property consisting of two exploration concessions consisting of 56,920 hectares (the “Property”), located in east central Suriname, in the districts of Brokopondo and Sipalilwini.

The foregoing description of the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the Investment Agreement, which is attached hereto as Exhibit 10.1, and which is incorporated herein by reference.

In addition, on October 5, 2009, the Company and Kapelka Exploration Inc. (“Kapelka”), an Alberta corporation, entered into a Share Purchase Option Agreement (the “Option Agreement”) whereby Kapelka granted the Company the exclusive right and option to purchase the one share of Orion Resources, N.V. (“Orion”) currently registered to Kapelka (the “Share”), which as of the date of this Option Agreement represents 100% of Orion’s issued and outstanding capital.  Pursuant to the terms of the Option Agreement, the Company can exercise its option to acquire the Share on or before September 30, 2011 by:

(i)   paying a total of US$6,500,000 for expenditures associated with the exploration and development of the Property (the “Capital Expenditures”), which Capital Expenditures may be made by the Company in such increments as it in its sole discretion determines (so long as the aggregate amount of such Capital Expenditure is made by or before September 30, 2011, and that a minimum amount of $250,000 per month is paid towards the Capital Expenditures commencing on or before November 15, 2009); and

(ii)   issuing to Kapelka’s shareholders in aggregate 12,000,000 fully paid and non – assessable restricted shares of common stock of the Company (the “Payment Shares”) in the most tax efficient manner and in accordance with all applicable securities laws.

The foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by reference to the Option Agreement, which is attached hereto as Exhibit 10.2, and which is incorporated herein by reference.

Item 8.01. Other Events

Pursuant to Form 8-K, General Instructions F, registrant hereby incorporates by reference the press release attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	Share Acquisition and Investment Agreement between Sara Creek Gold Corp. and Orion Resources, N.V., dated September 30, 2009.
10.2	Share Purchase Option Agreement between Sara Creek Gold Corp. and Kapelka Exploration Inc., dated October 5, 2009.
99.1	Press release dated October 2, 2009.

SIGNATURES

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

Date: October 6, 2009

SARA CREEK GOLD CORP.
By:	/s/ Jean Pomerleau
Name:	Jean Pomerleau
Title:	President and Director

EX-10.1

Exhibit 10.1

THIS SHARE ACQUISITION & INVESTMENT AGREEMENT made the 30th day of September, 2009.

BETWEEN:

SARA CREEK GOLD CORP., a company incorporated under the laws of the State of Nevada and having an address for notice and deliver located at 5348 Vegas Drive, #236, Las Vegas, NV 89108.

(the “Investor”)

OF THE FIRST PART

AND:

ORION RESOURCES, N.V., a company incorporated under the laws of Suriname and having an address for delivery at Albergastraat #33, Paramaribo, Suriname SA.

(the “Company”)

OF THE SECOND PART

WHEREAS:

A.   The Company is a resource company, with a 100% interest in and to a resource property, consisting of two exploration concessions consisting of 56,920 hectares (the “Property”), located in east central Suriname, in the districts of Brokopondo and Sipalilwini;

B.   The Investor is a Nevada Company, and wishes to purchase one share in the capital of the Company (the “Share”) for USD$2,000,000, which will comprise 50% of the Company’s issued and outstanding capital; and

C.   The Company wishes to sell to the Investor and the Investor wishes to purchase the Share from the Company, on the terms and conditions set out in this Agreement.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree with one another as follows:

1.   INTERPRETATION

1.1   Where used in this Agreement, each of the following words and terms have the meanings ascribed to them below:

(a)   “Agreement” means this share acquisition and investment agreement and all instruments supplemental to or in amendment or confirmation of this agreement, and all references to this Agreement will include all Schedules attached hereto;

(b)   “Assets” means the undertaking, property and assets of the Company as a going concern of every kind and description, wheresoever situated;

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(c)   “Business” means the business carried on by the Company, namely exploration of mineral properties;

(d)   “Business Day” means any day, other than a Saturday, Sunday or any other day on which the principal chartered banks located in the City of Las Vegas, Nevada are not open for business during normal banking hours;

(e)   “Closing” means the completion of the purchase and sale of the Share under this Agreement;

(f)   “Closing Date” means November 15, 2009 or such other date as agreed to by the parties to this Agreement;

(g)   “Closing Time” means 10:00 a.m. (Nevada time) on the Closing Date or such other time on such date as the parties may agree as the time at which the Closing will take place;

(h)   “Company” means Orion Resources, N.V., a company incorporated under the laws of Suriname;

(i)   “Encumbrance” means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, pre-emptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any asset or other attribute of ownership of any asset, except any such restrictions imposed by or required under Applicable Securities Laws or other applicable laws and/or regulations;

(j)   “Investor” means Sara Creek Gold Corp., a company incorporated under the laws of the State of Nevada;

(k)   “party” or “parties” and similar expressions means a signatory to this Agreement, unless the context otherwise requires;

(l)   “person” includes an individual, corporation, partnership, joint venture, society, association, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any other juridical entity, or any trustee, executor, administrator, or other legal representative;

1.2   In this Agreement, except as otherwise expressly provided:

(a)   the headings are for convenience only and do not form a part of this Agreement and are not intended to interpret, define, or limit the scope, extent, or intent of this Agreement or any of its provisions;

(b)   the singular of any term includes the plural, and vice versa, the use of any term is equally applicable to any gender and, where applicable, a body corporate, the word “or” is not exclusive and the word “including” is not limited (whether or not non-limited language, such as “without limitation” or “but not limited to” or words of similar import is used with reference to that term);

(c)   any reference to a statute includes and is a reference to that statute and to the regulations made under that statute, with all amendments made to that statute and in force from time to time, and to any statute or regulations that may be passed that has the effect of supplementing or superseding that statute or those regulations;

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(d)   except as otherwise provided, any dollar amount referred to in this Agreement is in United States of America funds; and

(e)   any other term defined within the text of this Agreement has the meaning so ascribed.

1.3   The following are the Schedules to this Agreement:

Schedule	Description
A	Major Assets of the Company
B	Material Contracts

2.   PURCHASE AND SALE OF THE SHARE

2.1   Subject to the terms and conditions set out in this Agreement, the Company agrees to sell and the Investor agrees to purchase the Share free and clear of all Encumbrances, by way of an issuance from the treasury of the Company.

3.   CONSENT & RIGHT OF FIRST REFUSAL OF INVESTOR:

3.1   In the event the Company proposes to offer for sale any securities of the Company to any person, then the Company shall require the consent of the Investor to such sale by providing the Investor with notice in writing (the “Notice of Sale”) of the Company’s intent to sell such securities.  The Notice of Sale shall set out the details as to the type of securities, as well as the total number and price of the securities being offered for sale.  The Investor shall have 5 calendar days after the receipt of the Notice of Sale to exercise its ROFR (as hereinafter defined).  If the Investor has not exercised the ROFR within 5 days of receiving the Notice of Sale, then the Company may proceed with such sale.

3.2   In the event the Company proposes to offer for sale any securities of the Company to any person, and the Company has provided the Notice of Sale to the Investor, then the Investor may at its option exercise the right to purchase its pro rata portion of such securities prior to the Company selling such securities to any other person (the “ROFR”).  For purposes of this right of first refusal, the Investor’s pro rata right shall be equal to the ratio of (a) the number of shares of the Company held by the Investor immediately prior to the issuance of such securities to (b) the total number of shares of Company outstanding immediately prior to the issuance of such securities.

3.3   Where the Investor wishes to exercise its ROFR, it shall do so by providing the Company with a letter of subscription, setting out the number of securities being purchased, accompanied by the aggregate price payable for such purchase.

3.4   In exercising its ROFR, the Investor may at its option, purchase less than the full number of securities being offered for sale by the Company.  Any securities not subscribed for by the Investor, the sale of which has not been objected to by the Investor, may be otherwise sold by the Company.

4.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY

4.1   To induce the Investor to enter into and consummate this Agreement, the Company represents and warrants and covenants to the Investor as follows:

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(a)   the Company is a corporation duly incorporated and validly existing under the laws of Suriname and is in good standing regarding the filing of all documents and the payment of all fees with the applicable corporate registries of its jurisdiction, and the Company has the power, authority, and capacity to enter into this Agreement and to carry out its terms;

(b)   this Agreement has been duly executed and delivered by the Company and is a binding agreement of the Company, enforceable against it in accordance with its terms and conditions, except that (i) the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, (ii) equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction, and (iii) rights of indemnity, contribution and the waiver of contribution provided for herein may be limited under applicable law;

(c)   the execution and delivery of this Agreement and the performance by the Company of all of its obligations hereunder has been duly authorized by all necessary corporate action required to be taken by it or on its behalf, and no consents, approvals, waivers or authorizations are required to be obtained by it to authorize or complete the transactions contemplated herein;

(d)   the Share, on issuance to the Investor, will be validly issued and outstanding as a fully paid and non-assessable share of the Company, and will be free and clear of all Encumbrances;

(e)   the Company’s authorized capital consists of 1,000 shares without par value, of which only one share is currently issued and outstanding, which share is registered in the name of Kapelka Exploration Inc., an Alberta corporation;

(f)   the Company is not a party to any agreements, debt instruments, or commitments and neither the Company nor its Assets are subject to any charter, by-law or other corporate restriction, nor any order or other restriction that would:

(i)   prevent the Company from entering into this Agreement or from completing the transactions contemplated by this Agreement; or

(ii)   materially adversely affect the Business, the Assets, prospects, or condition, financial or otherwise, of the Company or accelerate the due date for payment of any of the Company’s liabilities;

(g)   the Company will not issue any shares, grant any options or warrants or otherwise create any rights that are convertible into shares that will or could result in more than one (1) share being issued prior to Closing without the prior written consent of the Investor;

(h)   the Company does not have any subsidiaries or agreements of any nature to acquire any subsidiary;

(i)   no person has any written or oral agreement or option or right capable of becoming an agreement:

(i)   to require the Company to issue any securities or to convert or exchange any securities into or for shares of the Company;

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(ii)   for the purchase, subscription, allotment, or issuance of any of the unissued shares or other securities of the Company; or

(iii)   to require the Company to purchase, redeem, or otherwise acquire any of the Company’s issued and outstanding shares or other securities;

(j)   from the date of execution of this Agreement and until the Closing Time:

(i)   there will be no adverse material changes in the corporate or financial affairs of the Company;

(ii)   the Company will conduct the Business in the ordinary course; and

(iii)   the Company will not dispose of anything to a person with whom they are not dealing at arm’s length for proceeds less than the fair market value of the disposed object.

(k)   there is no indebtedness other than trade debt, and the Company has not guaranteed or agreed to guarantee any indebtedness of any person;

(l)   neither the shareholder of the Company, nor any officer, director, or employee of the Company are indebted or under obligation to the Company on any material account;

(m)   the Company has not made, declared, or authorized any dividends or other distribution on any of its shares;

(n)   the Company owns and has good and marketable title to its Assets, free of all Encumbrances or other defects in title, except as otherwise disclosed in this Agreement;

(o)   the Company has not altered its constating documents since incorporation, except as disclosed in its minute books, and all alterations have been approved and registered with the applicable corporate registries;

(p)   there is no basis for and there are no claims or other proceedings outstanding or pending or, to the best of the Company’s knowledge, threatened against or affecting the Company or any of the Assets at law or in equity or before or by any government authority;

(q)   to the best of the Company’s knowledge, the Company is conducting and will conduct its Business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its Business is or will be carried on, and the Company is not in breach of any laws to which it is subject or that apply to it;

(r)   the Company has obtained all permits, certificates, registrations, and licenses of government and administrative authorities required for the operation of its Business as it is presently being conducted, and, to the best of its knowledge, no violations of those permits, certificates, registrations, and licenses have been recorded and no proceeding is pending or threatened to revoke or limit any of them;

(s)   to the best of the Company’s knowledge, except as otherwise provided for in this Agreement, no authorization or exemption by or filing with any government, public, or self-regulatory authority is required in connection with the Company’s signing, delivery, and performance of this Agreement or any of the agreements referred to in this Agreement;

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(t)   the Company has not experienced, nor is the Company aware of, any occurrence that has had or might reasonably be expected to have a materially adverse effect on the Business or the results of its operations;

(u)   the Company has promptly and properly recorded all of its material transactions in its respective books and records and the minute books of the Company contain complete and accurate records of all meetings and proceedings of shareholders and directors;

(v)   the performance of this Agreement and the completion of the transactions contemplated by this Agreement will not conflict with the Company’s constating documents or, to the best of the Company’s knowledge, of any agreement to which the Company or its shareholder is a party, and will not give any person or company any right to terminate or cancel any agreement or any right, license, or other benefit enjoyed by the Company, and will not result in the creation or imposition of any Encumbrance in favour of a third party on or against the Assets;

(w)   the only present directors and officers of the Company are as follows:

Name	Position
Luc De Rooy	Managing Director

(x)   the Company is not in material default or breach of any of its material contracts and, to the Company’s knowledge, there exists no state of facts which after notice or lapse of time or both would constitute such a default or breach, and all material contracts are in good standing and the Company is entitled to all benefits thereunder;

(y)   to the best of the Company’s knowledge, information, and belief, the Company maintains the necessary policies of insurance to meet all applicable requirements of law and such insurance will be continued in full force and effect, and the Company is not in default with respect to any of the provisions contained in any such insurance policy and has not failed to give any notice or present any claim under any such insurance policy in due and timely fashion;

(z)   the Company has made full disclosure to the Investor of all aspects of the Business and has made all of its books and records available to the representatives of the Investor in order to assist the Investor in the performance of its due diligence searches and no material facts in relation to the Business have been concealed by the Company; and

(aa)   to the best of the Company’s knowledge, information and belief, all due diligence material prepared by the Company and provided to the Investor and its counsel is accurate in all respects.

4.2   The representations, warranties, covenants, and agreements of the Company contained in this Agreement or in any documents delivered in connection with the transactions contemplated hereby will be true at and as of the Closing Time as though the Company made these representations and warranties at and as of that time.  Despite any investigations the Investor may make before the signing of this Agreement or the Investor’s waiver of any condition, the representations, warranties, covenants, and agreements of the Company will survive the Closing and, despite the purchase and sale provided for in this Agreement, will continue in full force and effect.  If any of these representations and warranties are found to be incorrect or if there is a breach by the Company of any of the covenants or agreements, which incorrectness or breach will result in any loss or damage sustained directly or indirectly by the Investor, then the Company will pay the amount of the loss or damage to the Investor within 30 days of receiving notice of the loss or damage.

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5.   INVESTOR’S REPRESENTATIONS AND WARRANTIES

5.1   To induce Company to enter into and consummate this Agreement, the Investor represents, warrants and covenants to the Company as follows:

(a)   the Investor is a corporation duly incorporated and validly existing under the laws of Nevada, is in good standing regarding the filing of annual reports at the office of the Registrar of Companies for Nevada, and has the power and authority to enter into, deliver, and perform this Agreement and to carry out its terms;

(b)   this Agreement has been duly executed and delivered by the Investor and is a binding agreement of the Investor, enforceable against it in accordance with its terms and conditions, except that (i) the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, (ii) equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction, and (iii) rights of indemnity, contribution and the waiver of contribution provided for herein may be limited under applicable law;

(c)   the performance of this Agreement will not violate the applicable securities laws to which the Investor is subject, or any agreement or other instrument to which the Investor is a party;

(d)   all necessary corporate action on the Investor’s part will, at Closing, validly authorize the signing, delivery, and performance of this Agreement and the completion of the transactions contemplated by this Agreement;

(e)   other than for the approval of the directors of the Investor, no permit, authorization or consent of any party is necessary for the consummation by the Investor of the transactions contemplated in this Agreement; and

(f)   the Investor is not in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by the Investor under any contract, agreement or licence that is material to the conduct of the business of the Investor to which it is a party or by which it is bound that would, individually or in the aggregate, have a material adverse effect on the Investor.

6.   ACTS IN CONTEMPLATION OF CLOSING

6.1   The Company covenants and agrees with the Investor to ensure that prior to or concurrently with Closing a meeting of the board of the Company will be held at which time Jean Pomerleau, being the director nominee of the Investor, will be appointed as a director of the Company.

7.   CLOSING MATTERS

7.1   The Closing will take place at the Closing Time at such place as the Investor may determine.

7.2   The Investor’s obligation to complete the transactions contemplated by this Agreement is subject to the conditions that:

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(a)   the representations and warranties of the Company set out in sections 4.1 will be true and correct in every particular as if the Company had made those respective representations and warranties on the Closing Date; and

(b)   the Company will have delivered all documents to be delivered under section 7.3.

The conditions set out in this section 7.2 are for the Investor’s exclusive benefit and the Investor may waive those conditions in writing in whole or in part on or before the Closing Date, but save as so waived, the completion by the Investor of the transactions contemplated by this Agreement will not prejudice or affect in any way the Investor’s rights regarding the representations and warranties of the Company and those representations and warranties will survive the Closing Date for one year.

7.3   On the Closing Date, the Company will deliver to the Investor or as otherwise directed by the Investor:

(a)   satisfactory evidence representing the Share registered in the name of the Investor;

(b)   a certificate of an officer of the Company certifying the securities register of the Company, as at the date of Closing;

(c)   a certificate of an officer of the Company confirming the accuracy of all representations and warranties of the Company contained in section 4.1 and the fulfillment of all covenants and conditions under this Agreement, unless waived;

(d)   a copy of the directors’ resolutions or directors’ minutes of the Company appointing Jean Pomerleau as a director of the Company; and

(e)   a copy of the directors’ resolutions of the Company authorizing the Company to enter into this Agreement and to carry out the transactions contemplated herein including approving the issuance of the Share to the Investor.

7.4   On the Closing Date, the Investor will deliver to the Company or as otherwise directed by the Company:

(a)   a certificate of an officer of the Investor confirming the accuracy of all representations and warranties of the Investor contained in section 5.1 and the fulfillment of all covenants and conditions under this Agreement, unless waived;

(b)   a copy of the directors’ resolutions of the Investor authorizing the Investor to enter into this Agreement and to carry out the transactions contemplated herein;

(c)   an executed subscription agreement for the Share; and

(d)   US$2,000,000 deposited into accounts as directed by the Company.

8.   TRANSACTION EXPENSES

8.1   Each party to this Agreement will bear all costs and expenses incurred by it in negotiating this Agreement and in closing and carrying out the transactions contemplated hereby.  Subject to the foregoing, all costs and expenses related to satisfying any condition or fulfilling any covenant contained in this Agreement will be borne by the party whose responsibility it is to satisfy the condition or fulfil the covenant in question.

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9.   NOTICES

9.1   Any notices to be given by either party to the other will be sufficiently given if delivered personally or if sent by registered mail, postage prepaid, to the parties at their respective addresses shown on the first page of this Agreement, or to any other addresses as the parties may notify to the other from time to time in writing, or if transmitted by facsimile to such facsimile number, as the parties may notify the other of, from time to time.  This notice will be deemed to have been given at the time of delivery, if delivered in person or transmitted by facsimile, or within five Business Days from the date of posting if mailed.

10.   GENERAL

10.1   This Agreement will enure to the benefit of and will be binding on the parties and their respective heirs, executors, administrators, successors, and assigns.

10.2   Time will be of the essence of this Agreement.

10.3   The terms and provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous oral or written communications regarding the purchase and sale of the Share.

10.4   If any provision of this Agreement is determined to be void or unenforceable in whole or in part, that provision will be deemed not to affect or impair the validity of any other provision of this Agreement and the void or unenforceable provision will be severable from this Agreement.

10.5   The parties may sign this Agreement in counterparts and these parts will together form one original agreement.  Parties may sign and deliver this Agreement by facsimile and facsimile signatures are legally binding on all parties.

10.6   Each party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

[the remainder of this page is intentionally left blank]

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10.7   This Agreement and the rights and obligations and relations of the parties will be governed by and construed in accordance with the laws of the State of Nevada.  The parties agree that the courts of Nevada will have the exclusive jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement.  Each party attorns to the exclusive jurisdiction of the courts of Nevada.

IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.

SARA CREEK GOLD CORP.

/s/ Jean Pomerleau                                                   

Authorized Signatory

Jean Pomerleau, Director and President

ORION RESOURCES, N.V.

/s/ Luc De Rooy                                                             

Authorized Signatory

Luc De Rooy, Managing Director

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Schedule “A”

List of all Major Assets of Orion Resources, N.V.

Company owns or controls certain mining properties known as GMD-312/00 & GMD-313/00, located in the districts of Brokopondo and Sipaliwini of Suriname.

A total of 56,920 hectares located within the cross-hatched area.  Map is for reference only.

Schedule “B”

List of all Material Contracts of Orion Resources, N.V.

Property License Agreements with the GMD.

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EX-10.2

Exhibit 10.2

THIS SHARE PURCHASE OPTION AGREEMENT made the 5th day of October, 2009.

BETWEEN:

SARA CREEK GOLD CORP., a company incorporated under the laws of Nevada and having an address for notice and delivery located at its executive offices located at 5348 Vegas Drive, #236, Las Vegas, NV  89108

(“Sara Creek”)

OF THE FIRST PART

AND:

KAPELKA EXPLORATION INC., a company incorporated under the laws of the Province of Alberta and having an address for delivery at 46 Royal Ridge Rise NW, Calgary, Alberta, T3G 4V2

(“Kapelka”)

OF THE SECOND PART

WHEREAS:

A.   Kapelka is a shareholder of Orion Resources, N.V. (“Orion”), and Sara Creek has entered into a Share Acquisition and Investment Agreement with Orion, dated September  30, 2009, whereby Sara Creek intends to become a shareholder of Orion;

B.   Orion is a resources company, with a 100% interest in and to a resource property, consisting of two exploration concessions consisting of 56,920 hectares (the “Property”), located in east central Suriname, in the districts of Brokopondo and Sipalilwini;

C.   Kapelka is currently the registered and beneficial owner of an undivided 100% interest in one (1) share (the “Share”) in the capital of Orion; and

D.   Kapelka wishes to grant an option to Sara Creek to acquire the Share and Sara Creek wishes to acquire the same, on the terms and conditions set out in this Agreement.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree with one another as follows:

1.     INTERPRETATION

1.1   Where used in this Agreement, each of the following words and terms have the meanings ascribed to them below:

(a)   “Agreement” means this purchase agreement and all instruments supplemental to or in amendment or confirmation of this purchase agreement, and all references to this Agreement shall include all Schedules attached hereto;

(b)    “Closing” means the completion of the option to purchase the Share under this Agreement;

(c)   “Closing Date” means the date as agreed to by the parties to this Agreement;

(d)   “Closing Time” means 10:00 a.m. (Calgary time) on the Closing Date or such other time on such date as the parties may agree as the time at which the Closing shall take place;

(e)   “Expenditures” means all expenses, obligations and liabilities of whatever kind or nature spent or incurred directly or indirectly by Sara Creek from the date hereof in connection with the exploration and development of the Property; including monies expended in maintaining the Property in good standing and in applying for and securing all necessary leases or permits; monies expended toward all taxes, fees and rentals; monies expended in doing and filing assessment work; expenses paid for or incurred in connection with any program of surface or underground prospecting, exploring, geophysical, geochemical and geological surveying, drilling and drifting, raising and other underground work, assaying and testing and engineering, environmental studies, data preparation and analysis; costs of acquiring or preparing research materials, technical or geological reports and data; costs of paying the fees, wages, salaries, traveling expenses of all persons engaged directly in work with respect to and for the benefit of the Property, in paying for the food, lodging and other reasonable needs of such persons; and including a charge in lieu of overhead, management and other unallowable costs equal to ten (10%) percent of all such expenditures for contracts of less than US$100,000, and five (5%) percent for contracts of US$100,000 or more.

(f)   “party” or “parties” and similar expressions means a signatory to this Agreement, unless the context otherwise requires;

(g)   “person” includes an individual, corporation, partnership, joint venture, society, association, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any other juridical entity, or any trustee, executor, administrator, or other legal representative;

1.2   In this Agreement, except as otherwise expressly provided:

(a)   the headings are for convenience only and do not form a part of this Agreement and are not intended to interpret, define, or limit the scope, extent, or intent of this Agreement or any of its provisions;

(b)   the singular of any term includes the plural, and vice versa, the use of any term is equally applicable to any gender and, where applicable, a body corporate, the word “or” is not exclusive and the word “including” is not limited (whether or not non-limited language, such as “without limitation” or “but not limited to” or words of similar import is used with reference to that term);

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(c)   any reference to a statute includes and is a reference to that statute and to the regulations made under that statute, with all amendments made to that statute and in force from time to time, and to any statute or regulations that may be passed that has the effect of supplementing or superseding that statute or those regulations;

(d)   except as otherwise provided, any dollar amount referred to in this Agreement is in Unites States of America funds; and

(e)   any other term defined within the text of this Agreement has the meaning so ascribed.

2.     GRANT OF OPTION

2.1   Kapelka hereby gives and grants to Sara Creek the exclusive right and option to purchase the Share in accordance with the terms and conditions of this Agreement (the “Option”).

2.2   In order to exercise the Option and to acquire the Share, Sara Creek shall, by or before September 30, 2011:

(a) pay a total of US$6,500,000 for Expenditures associated with the exploration and development of the Property, which Expenditures may be made by Sara Creek in such increments as Sara Creek in its sole discretion determines (so long as the aggregate amount of such Expenditures are made by or before September 30, 2011 and that a minimum amount of US$250,000 per month is paid towards the Expenditures commencing on or before November 15, 2009); and

(b) issue to Kapelka shareholders an aggregate of 12,000,000 fully paid and non – assessable restricted shares of common stock (the “Payment Shares”) of Sara Creek in the most tax friendly manner possible and in accordance with all applicable securities laws.

3.     KAPELKA’S REPRESENTATIONS AND WARRANTIES

3.1   To induce Sara Creek to enter into and consummate this Agreement, Kapelka represents and warrants and covenants to Sara Creek as follows:

(a)   Kapelka is a corporation duly incorporated and validly existing under the laws of the Province of Alberta and is in good standing regarding the filing of all documents and the payment of all fees with the applicable corporate registries of its jurisdiction, and Kapelka has the power, authority, and capacity to enter into this Agreement and to carry out its terms;

(b)   this Agreement has been duly executed and delivered by Kapelka and is a binding agreement of Kapelka, enforceable against it in accordance with its terms and conditions, except that (i) the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, (ii) equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction, and (iii) rights of indemnity, contribution and the waiver of contribution provided for herein may be limited under applicable law;

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(c)   the execution and delivery of this Agreement and the performance by Kapelka of all of its obligations hereunder has been duly authorized by all necessary corporate action required to be taken by it or on its behalf, and no consents, approvals, waivers or authorizations are required to be obtained by it to authorize or complete the transactions contemplated herein, except for shareholder approval if required under applicable corporate laws;

(d)   the Share is validly issued and outstanding as a fully paid and non-assessable share of Orion;

(e)   Kapelka is the legal and beneficial owner of the Share, free and clear of all liens, charges, claims and encumbrances, and there are no adverse claims or challenges against, or to the ownership of, or title to the Share;

(f)   during the currency of this Agreement, Kapelka shall remain the registered and beneficial holder of the Share, and shall keep the Share free and clear of all liens and encumbrances whatsoever;

(g)   Kapelka is not a party to any agreements, debt instruments, or commitments and Kapelka is not subject to any charter, by-law or other corporate restriction, nor any order or other restriction that would prevent Kapelka from entering into this Agreement or from completing the transactions contemplated by this Agreement;

(h)   Kapelka shall not grant any options or otherwise create any rights for any person to obtain ownership of the Share, or that shall or could result in encumbering the Share in any way whatsoever;

(i)   no person has any written or oral agreement or option or right capable of becoming an agreement as to the ownership of the Share;

(j)   there is no basis for and there are no claims or other proceedings outstanding or pending or, to the best of Kapelka’s knowledge, threatened against or affecting the Share at law or in equity or before or by any government authority; and

(k)   to the best of Kapelka’s knowledge, except as otherwise provided for in this Agreement, no authorization or exemption by or filing with any government, public, or self-regulatory authority is required in connection with Kapelka’s signing, delivery, and performance of this Agreement.

3.2   The representations, warranties, covenants, and agreements of Kapelka contained in this Agreement or in any documents delivered in connection with the transactions contemplated hereby shall be true at and as of the Closing Time as though Kapelka made these representations and warranties at and as of that time.  Despite any investigations Sara Creek may make before the signing of this Agreement or Sara Creek’s waiver of any condition, the representations, warranties, covenants, and agreements of Kapelka shall survive the Closing and, despite the Option provided for in this Agreement, shall continue in full force and effect.  If any of these representations and warranties are found to be incorrect or if there is a breach by Kapelka of any of the covenants or agreements, which incorrectness or breach shall result in any loss or damage sustained directly or indirectly by Sara Creek, then Kapelka shall pay the amount of the loss or damage to Sara Creek within 30 days of receiving notice of the loss or damage.

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4.     SARA CREEK’S REPRESENTATIONS AND WARRANTIES

4.1   To induce Kapelka to enter into and consummate this Agreement, Sara Creek represents, warrants and covenants to Kapelka as follows:

(a)   Sara Creek is a corporation duly incorporated and validly existing under the laws of Nevada, is in good standing regarding the filing of annual reports at the office of the Secretary of State for Nevada, and has the power and authority to enter into, deliver, and perform this Agreement and to carry out its terms;

(b)   this Agreement has been duly executed and delivered by Sara Creek and is a binding agreement of Sara Creek, enforceable against it in accordance with its terms and conditions, except that (i) the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, (ii) equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction, and (iii) rights of indemnity, contribution and the waiver of contribution provided for herein may be limited under applicable law;

(c)   the performance of this Agreement shall not violate the applicable securities laws to which Sara Creek is subject, or any agreement or other instrument to which Sara Creek is a party;

(d)   all necessary corporate action on Sara Creek’s part shall, at Closing, validly authorize the signing, delivery, and performance of this Agreement and the completion of the transactions contemplated by this Agreement; and

(e)   other than for the approval of the directors of Sara Creek, no permit, authorization or consent of any party is necessary for the consummation by Sara Creek of the transactions contemplated in this Agreement.

5.     TERMINATION OF OPTION

5.1   This Agreement and the Option shall terminate if Sara Creek fails to pay the required Expenditures or issue the required Payment Shares to Kapelka shareholders in accordance with paragraph 2.2 above.

6.     ACQUISITION OF INTEREST IN THE SHARE

6.1   At such time as Sara Creek has made the required Expenditures and issued the Payment Shares to Kapelka shareholders in accordance with paragraph 2.2 above within the time periods specified therein, the Option shall be deemed to have been exercised by Sara Creek, and Sara Creek shall have thereby, without any further act, acquired a one hundred percent (100%) undivided interest in and to the Share, and shall be deemed the sole beneficial owner of the Share.

6.2   Upon the deemed exercise of the Option as set out in section 6.1 above, Kapelka shall take all necessary action required on the part of Kapelka to effect the transfer of the Share to Sara Creek, including without limiting the generality thereof, ensuring that the transfer is effected on the books of Orion.

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7.     CLOSING MATTERS

7.1   The Closing shall take place at the Closing Time at such place as the parties may determine.

7.2   Sara Creek’s obligation to complete the transactions contemplated by this Agreement is subject to the conditions that:

(a)   the representations and warranties of Kapelka set out in sections 3.1 shall be true and correct in every particular as if Kapelka had made those respective representations and warranties on the Closing Date; and

(b)   Kapelka shall have delivered satisfactory legal evidence that the Share has been transferred to Sara Creek.

7.3   On the Closing Date, Kapelka will deliver to Sara Creek or as otherwise directed by Sara Creek:

(a)   satisfactory legal evidence that the Share is registered in the name of Sara Creek;

(b)   a certificate of an officer of Kapelka confirming the accuracy of all representations and warranties of Kapelka contained in section 3.1 and the fulfillment of all covenants and conditions under this Agreement, unless waived; and

(c)   a copy of the directors’ resolutions or directors’ minutes of Kapelka authorizing Kapelka to enter into this Agreement and to carry out the transactions contemplated herein, as well as a copy of the shareholders’ resolutions or shareholders’ minutes of Kapelka authorizing Kapelka to enter into this Agreement and to complete the transactions contemplated hereby, if required under applicable corporate laws.

The conditions set out in this section 7.3 are for Sara Creek’s exclusive benefit and Sara Creek may waive those conditions in writing in whole or in part on or before the Closing Date, but save as so waived, the completion by the Investor of the transactions contemplated by this Agreement shall not prejudice or affect in any way Sara Creek’s rights regarding the representations and warranties of Kapelka and those representations and warranties shall survive the Closing Date for one year.

7.4   On the Closing Date, Sara Creek will deliver to Kapelka or as otherwise directed by Kapelka:

(a)   A copy of all transfers indicating that a total of US$6,500,000 has been paid towards the Expenditures in accordance with Section 2.2;

(b)   12,000,000 fully paid and non-assessable restricted shares of common stock of Sara Creek issued to the shareholders of Kapelka as directed by Kapelka in the most tax friendly manner possible and in accordance with all applicable securities laws.

(c)   a certificate of an officer of Sara Creek confirming the accuracy of all representations and warranties of Sara Creek contained in section 4.1 and the fulfillment of all covenants and conditions under this Agreement, unless waived; and

(d)   a copy of the directors’ resolutions or directors’ minutes of Sara Creek authorizing Sara Creek to enter into this Agreement and to carry out the transactions contemplated herein, as well as a copy of the shareholders’ resolutions or shareholders’ minutes of Sara Creek authorizing Sara Creek to enter into this Agreement, if required under applicable corporate laws.

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The conditions set out in this section 7.4 are for Kapelka’s exclusive benefit and Kapelka may waive those conditions in writing in whole or in part on or before the Closing Date, but save as so waived, the completion by Kapelka of the transactions contemplated by this Agreement shall not prejudice or affect in any way Kapelka’s rights regarding the representations and warranties of Sara Creek and those representations and warranties shall survive the Closing Date for one year.

8.     TRANSACTION EXPENSES

8.1   Each party to this Agreement shall bear all costs and expenses incurred by it in negotiating this Agreement and in closing and carrying out the transactions contemplated hereby.  Subject to the foregoing, all costs and expenses related to satisfying any condition or fulfilling any covenant contained in this Agreement shall be borne by the party whose responsibility it is to satisfy the condition or fulfill the covenant in question.

9.     NOTICES

9.1   Any notices to be given by either party to the other shall be sufficiently given if delivered personally or if sent by registered mail, postage prepaid, to the parties at their respective addresses shown on the first page of this Agreement, or to any other addresses as the parties may notify to the other from time to time in writing, or if transmitted by facsimile to such facsimile number, as the parties may notify the other of, from time to time.  This notice shall be deemed to have been given at the time of delivery, if delivered in person or transmitted by facsimile, or within five Business Days from the date of posting if mailed.

10.    GENERAL

10.1   This Agreement shall enure to the benefit of and shall be binding on the parties and their respective heirs, executors, administrators, successors, and assigns.

10.2   Time shall be of the essence of this Agreement.

10.3   The terms and provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous oral or written communications regarding the Option for the purchase of the Share.

10.4   If any provision of this Agreement is determined to be void or unenforceable in whole or in part, that provision shall be deemed not to affect or impair the validity of any other provision of this Agreement and the void or unenforceable provision shall be severable from this Agreement.

10.5   The parties may sign this Agreement in counterparts and these parts shall together form one original agreement.  Parties may sign and deliver this Agreement by facsimile and facsimile signatures are legally binding on all parties.

10.6   Each party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

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10.7   This Agreement and the rights and obligations and relations of the parties shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.  The parties agree that the courts of Alberta shall have the exclusive jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement.  Each party attorns to the exclusive jurisdiction of the courts of Alberta.

IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.

KAPELKA EXPLORATION INC. /s/ Riaz Sumar	SARA CREEK GOLD CORP. /s/ Jean Pomerleau
Authorized Signatory	Authorized Signatory

Riaz Sumar, Director	Jean Pomerleau, President
(print name and title)	(print name and title)

EX-99.1

Exhibit 99.1

SARA CREEK GOLD CORP.

5348 Vegas Drive, #236

Las Vegas, NV  89108

Symbol: SCGC- OTCBB

News Release

Share Acquisition and Investment Agreement

October 2, 2009

Las Vegas, Nevada – Sara Creek Gold Crop. (OTCBB: SCGC) (the “Company”) is pleased to announce that it has entered into a Share Acquisition and Investment Agreement with Orion Resources, N.V. (“Orion”), a Suriname corporation, for the acquisition of 50% of Orion for a purchase price of US$2,000,000.  The acquisition is subject to due diligence and is expected to close on or before November 15, 2009.

Orion is the owner of two contiguous exploration concessions covering a 569.2 sq. km area in total (the “Property”), which contains a northwest to southeast gold mineralization trend that is approximately 24 kilometres in length running through the Property.

Members of Orion’s exploration team have extensive experience in mineral exploration and some have played key roles in both Newmont Mining’s Nassau Project and IAMGOLD’s Rosebel mine which are both also located in Suriname.

On behalf of the Board of Directors,

Sara Creek Gold Corp.

Jean Pomerleau

President and Director

Contact: Sara Creek Gold Corp.  (702) 952-9677.

FORWARD LOOKING STATEMENTS This news release may include "forward-looking statements" regarding Sara Creek Gold Corp., and its subsidiaries, business and project plans.  Such forward looking statements are within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the United States Securities and Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor created by such sections.  Where Sara Creek Gold Corp. expresses or implies an expectation or belief as to future events or results, such expectation or belief is believed to have a reasonable basis.  However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements.  Sara Creek Gold Corp. does not undertake any obligation to update any forward looking statement, except as required under applicable law.