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): July 28, 2010

FORTRESS FINANCIAL GROUP, INC. / WY

 (Exact name of registrant as specified in charter)

Wyoming

(State or other Jurisdiction of Incorporation or Organization)

000-24262 (Commission File Number)	2780 So. Jones Blvd. #3532 Las Vegas, Nevada 89146	91-1363905 (IRS Employer Identification No.)
	(Address of Principal Executive Offices and zip code)

(954) 623-7409

 (Registrant's telephone

Number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

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

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

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))240.13e-4(c))

ITEM 8.01 OTHER EVENTS

AMENDMENT AND RESTATEMENT OF BOUSE GOLD, INC. AND SOUTH COPPERSTONE, INC. PROJECT ACQUISITION AGREEMENTS WITH SEARCHLIGHT EXPLORATION, LLC

Bouse Gold, Inc. Agreement with Searchlight Exploration, LLC

On July 28, 2010, the Amended and Restated Bouse Project Acquisition Agreement dated October 7, 2005 between Bouse Gold, Inc. (“Bouse Gold”) and Searchlight Exploration, LLC (“Searchlight Exploration”) was amended and restated.  The amendment will become effective upon the sale by a subsidiary company of Fortress Financial Group, Inc. of its Bouse Gold, Inc. shares of common stock to the Buyer.  The amendment was required by the Buyer as a condition to its purchase of Bouse Gold, Inc. shares of common stock from the Fortress Financial Group, Inc. subsidiary company.

As a result of this amendment, the Net Profits Interest in the Bouse Gold, Inc. Project held by Searchlight Exploration, LLC was reduced to 5% from that of 25%. Additionally, the Net Smelter Returns Royalty payable to Searchlight Exploration, LLC was modified from a flat 5% to a sliding scale royalty based on the price of gold.  The new royalty scale is as follows:

Over $2,400 per ounce	8.0%
Over $2,100 but under $2,400 per ounce	7.0%
Over $1,800 but under $2,100 per ounce	6.0%
Over $1,500 but under $1,800 per ounce	5.0%
Over $1,200 but under $1,500 per ounce	4.0%
Over $900 but under $1,200 per ounce	3.0%
Over $600 but under $900 per ounce	2.0%
Under $600 per ounce	1.0%

In return for these concessions, Bouse Gold, Inc. agreed to pay Searchlight Exploration, LLC the sum of US$2,500,000, which includes US$113,557 of current amounts due to Searchlight Exploration, LLC for work expenditures and BLM claim maintenance fees.  This sum due to Searchlight Exploration, LLC will be represented by an unsecured Bouse Gold, Inc. promissory note, which will bear 10% simple interest, and will be due and payable on the earlier of (a) the first anniversary of the effective date of the amendment or (b) the acquisition by the Buyer of at least 75% of the outstanding common stock of Bouse Gold, Inc.

South Copperstone, Inc. Agreement with Searchlight Exploration, LLC

On July 28, 2010, the South Copperstone, Inc. Project Acquisition Agreement dated October 7, 2005 between South Copperstone, Inc. (“South Copperstone”) and Searchlight Exploration, LLC (“Searchlight Exploration”) was amended and restated.  The amendment will become effective upon the sale by a subsidiary of Fortress Financial Group, Inc. of its South Copperstone shares of common stock to the Buyer.  The amendment was required by the Buyer as a condition to its purchase of South Copperstone shares of common stock from the Fortress Financial Group, Inc. subsidiary company.

As a result of this amendment, the Net Profits Interest in the South Copperstone Gold Project held by Searchlight Exploration was reduced to 5% from 25%.  Additionally, the Net Smelter Returns Royalty payable to Searchlight Exploration was modified from a flat 5% to a sliding scale royalty based on the price of gold.  The new royalty scale is as follows:

Over $2,400 per ounce	8.0%
Over $2,100 but under $2,400 per ounce	7.0%
Over $1,800 but under $2,100 per ounce	6.0%
Over $1,500 but under $1,800 per ounce	5.0%
Over $1,200 but under $1,500 per ounce	4.0%
Over $900 but under $1,200 per ounce	3.0%
Over $600 but under $900 per ounce	2.0%
Under $600 per ounce	1.0%

In return for these concessions, South Copperstone agreed to pay Searchlight Exploration the sum of US$2,500,000, which includes US$86,537 of current amounts due to Searchlight Exploration for work expenditures and BLM claim maintenance fees.  This sum due to Searchlight Exploration will be represented by an unsecured South Copperstone promissory note, which will bear 10% simple interest, and will be due and payable on the earlier of (a) the first anniversary of the effective date of the amendment or (b) the acquisition by the Buyer of at least 75% of the outstanding shares of common stock of South Copperstone.

ITEM 9.01                      Financial Statements and Exhibits.

(d)           Exhibits.

99.1	Amended and Restated Project Acquisition Agreement dated as of July 28, 2010 between Bouse Gold, Inc. and Searchlight Exploration, LLC
99.2	Amended and Restated Project Acquisition Agreement dated as of July 28, 2010 between South Copperstone, Inc. and Searchlight Exploration, LLC

 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.

	Fortress Financial Group, Inc.
Date: August 2, 2010	By:	/s/  Peter James Bezzano
		President

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EX-99.1

 Exhibit 99.1

AMENDED AND RESTATED

PROJECT ACQUISITION AGREEMENT

BETWEEN

BOUSE GOLD, INC.

AND

SEARCHLIGHT EXPLORATION, LLC.

Dated as of July 28, 2010

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AMENDED AND RESTATED

PROJECT ACQUISITION AGREEMENT

     This AMENDED AND RESTATED PROJECT ACQUISITION AGREEMENT (this "Agreement"),  dated as of July 28, 2010 is made by and between  Bouse Gold, Inc., a Wyoming corporation with an address of 2870 S. Jones Blvd., Las Vegas, NV 89146 ("Company")  and  Searchlight  Exploration  LLC,  an Arizona  limited  liability company with  offices at 9212 Empire Rock  Street.,  Las Vegas,  NV 89143 U.S.A. ("Searchlight" or "Claimholder").

1.Summary of Transaction.

In consideration of a 9.99% ownership interest in the Company through issuance of the Company’s shares of Common Stock and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Claimholder hereby sells to the Company the  unpatented lode  mining  claims  known  as the  Bouse Gold Project  and  more particularly  described  in Exhibit A hereto (the  "Property") upon the terms and conditions set forth in this Agreement.

     2. Title to the Property.

     A.   Claimholder hereby represents and warrants to Company as follows:

     (i) Claimholder owns or is able to convey a full and undivided interest in and to each of the unpatented mining claims included in the Property as of the date hereof;

     (ii) To the best of the knowledge,  information  and belief of Claimholder, all such claims have been validly  located and maintained in accordance with all applicable laws and regulations;

     (iii)  All such  claims  are  free and  clear  of all  liens,  claims,  and encumbrances  whatsoever,  subject only to the paramount  interest of the United States of America and / or the State of Arizona; all taxes, if any, which may be or which may become a lien upon the Property,  as of the date hereof,  have been paid;

     (iv) The  Property  is not in any  manner  encumbered  as a  result  of any conduct or activity of Claimholder;

     (vi)  Having  secured  the  approval  of its members  to the terms and conditions of this  Agreement,  Claimholder  has full and complete  authority to execute this Agreement and to grant the rights herein conferred on Company; and

     (vii) Claimholder has no knowledge that any of the mining claims comprising the Property are invalid, or that, except for any patented ground lying within the Project Area, there are other senior mining claims in conflict with any of such claims.

     3. Payments by the Company.

     Following transfer of title to the Property under Section 7, Company shall pay to Claimholder (i) the Claimholder's net profits interest (NPI) under Section 8A and (ii) the Claimholder's net smelter return (NSR) royalty under Section 8B. Company's obligation to make payment under Section 8A and Section 8B shall cease to  accrue  on the  first  to occur  of (i)  completion  by  Company  of  mining operations,  residual leaching and reclamation in the Project Area or (ii) other decision  of  Company  to  terminate  operations  in the  Project  Area and,  if Claimholder so desires, to re-convey the property to Cl aimholder once reclamation and other environmental obligations have been satisfied, although this provision shall not relieve  Company from its  obligation  to make  payments  that accrued prior to such occurrence.

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     C. All payments shall be paid in US$ dollars in immediately available funds.

     D.  Company hereby represents and warrants to Claimholder that it has adequate financial resources to make the payments required under this Section 3, as well as the Work Expenditures required under Section 4.

     E. Company has previously issued to Searchlight Common Stock of the Company equal to 9.99% of the Company’s Common Stock and will issue to Searchlight such additional shares of the Company’s Common Stock as shall be necessary to maintain Searchlight’s interest at 9.99%. The shares shall be validly issued, fully paid and non assessable.

     F. The previous Project Acquisition Agreement between the Company’s assignor dated January 27, 2004 was previously terminated and replaced with this Agreement, which was previously amended and restated on October 7, 2005 (the “2005 Agreement”).  The 2005 Agreement is further amended and restated as of the date (the “Effective Date”) on which the following conditions are satisfied: (i) the closing of the acquisition of the Company Common Stock presently owned by Western Diversified Mining Resources, Inc. by a person acceptable to Searchlight (the “Buyer”) and (ii) the assumption by the Buyer of Company’s accrued obligations for Work Expenditures and BLM Claim Maintenance Fees hereunder, which are US$113,557 as of July 31, 2010.

G.  Upon the Effective Date, the Company shall deliver to Searchlight a promissory note in the amount of Two Million Five Hundred Thousand Dollars (US$2,500,000), representing an amendment fee and the balance then due to Searchlight pursuant to Section 3.F (ii). The promissory note shall be unsecured, shall bear simple interest of 10% per annum, and shall be due and payable upon the earlier of the first anniversary of the effective date or the date on which the Buyer has acquired, directly or through one or more intermediaries, at least 75% of the outstanding shares of the Company’s Common Stock.

     4. Work Expenditures.

              Until the earlier of (a) termination by Company of this Agreement under Section 6 or (b) transfer of title to the Company under Section 7, Company shall make the work expenditures on or for the benefit of the Property in the following amounts:

     B. The sum of US$100,000 on or before June 30, 2011.

     C. The sum of US$100,000 on or before June 30 of each year thereafter.

Any excess of Work Expenditures in any year shall be carried forward to the succeeding year. If Work Expenditures in any year are deficient and Company desires to maintain this Agreement in effect, Company shall pay Claimholder in immediately available funds a sum equal to the deficiency in lieu of the Work Expenditure shortfall.  For purposes  of this  Agreement,  "Work  Expenditures"  is defined as sums spent or incurred by Company  directly on the Property for exploration and development of the Property, including drilling,  geochemical sampling,  geophysical or seismic survey,  assaying,  and ore reserve  calculation;  metallurgical and engineering analyses;  environmental  and permit ting  analyses and  activities;  feasibility studies; and financing investigations;  plus 5% of such direct costs in lieu of headquarters overhead and general and administrative expenditures.

     5. Rights and Obligations During Term.

The parties shall have the following rights and obligations prior to termination of this Agreement:

     A. Access to Property and Provision of Data. Company shall have full access to the Property to conduct such investigations and examinations as Company may deem desirable and to all information and data in Claimholder's possession and control pertaining to the Property necessary or desirable to enable Company to fully evaluate the Property and its commercial feasibility.  Claimholder agrees to cooperate fully with Company in its investigation.

     B.  Activities by Company.  Company shall have exclusive  possession of the Property,  subject to the  paramount  rights of the  United  States and / or the State of Arizona  with  respect to  unpatented  mining  claims  included  in the Property,  and shall  have the  exclusive  right to  conduct  such  exploration, evaluation, and development activities on the Property (including bulk sampling)as Company  may  desire.  Claimholder shall provide at Company's expense all reasonable assistance to Company for the obtaining of any permits, licenses, and third part y consents needed for such work.  Company shall also have the right to contact the pertinent federal, state, and local permitting agencies, and to negotiate with such agencies.

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     C.  Maintenance of Property.  Company shall maintain in good standing all unpatented mining claims that comprise the Property.  Company shall, as required by the Federal  Government  with respect to unpatented  mining claims on federal lands,  perform required  assessment work or timely pay all claim maintenance or rental fees and all required  property taxes,  and shall timely make all filings and recordings in the appropriate  governmental  offices  required in connection with such payments. In the event Claimholder makes any such payment (although it shall have no obligation to do so), Company shall promptly reimburse Claimholder for payment of such holding costs upon receipt by Company of evidence of such payment.  Company  shall have the right to amend or  relocate  in the name(s) of Claimholder  any unpatented  mining claims  included in the Property,  to locate different  types of claims on ground covered by existing  claims,  and to locate any fractions.

     D. Sharing of Data. During each year,  Company will share with Claimholder all information  (including  interpretive and  non-interpretive data, subject to typical disclaimers regarding  interpretive data and statements that  Claimholder  may not rely upon the same) obtained  from the  exploration, evaluation,  and development  activities  pertaining to the Property,  including providing a copy of any geological and other principal  reports  relating to the Property, and will report to Claimholder in writing at least quarterly regarding the progress of the exploration and evaluation work and Work  Expenditures  made during the period.

     E.  Claimholder Access to Property.  Claimholder  may have  access to the Property at its sole risk on reasonable notice, and shall be entitled to conduct tours  of  the  Property  for  investor  relations  and  financing   activities. Claimholder's exercise of its access rights shall not interfere in any way with Company's operations on the Property, which shall take precedence in the event of any conflict.

     F.  Conduct of Operations by Company at the Property.   All  of  the exploration,  development,  mining,  milling  and  related  work  and any  other activities  which may be  performed  by  Company  or its  agents or  contractors hereunder  shall be performed in accordance with all of the terms and conditions of this Agreement and good mining practices,  but the timing, nature, manner and extent of any  exploration,  development  or any other  operations or activities hereunder  shall be in the sole  discretion  of   ;Company,  and there shall be no implied covenant to begin or continue any such operations or activities.

     G.  Indemnity.  Except for damages  sustained by  Claimholder  while on the Property  pursuant  to  Section  5F.,  Company  agrees  to  indemnify  and  hold Claimholder  and its  affiliates,  and their  respective,  officers,  directors, employees,  agents,  members,  partners and agents harmless from and against any loss, liability,  cost, expense or damage (including reasonable attorney's fees) that may be incurred for injury to or death of persons or damage to property, or otherwise, as a result of Company or its agents or  contractors conducting a ny operations on or in connection with the Property.

     H. Insurance. Company agrees to carry such insurance,  covering all persons working  at or on the  Property  for  Company,  as will  fully  comply  with the requirements  of the  statutes  of the State of Arizona  pertaining  to worker's compensation and occupational disease and disabilities as are now in force or as may be  hereafter  amended or  enacted.  In addition, Company agrees to carry liability insurance with respect to its operations at the Property in reasonable amounts in accordance with accepted industry practices.  Company agrees that

Claimholder  shall be named as an additional  insured on all such policies,  and agrees to forward to Claimholder  certificates  of such  insurance  policies not later than 10 days prior to the date that Company  commences any such activities on the  Property.  Company shall have no right to commence any such activities until such certificates are delivered to Claimholder.

     I. Compliance with Laws.  Company agrees to conduct and perform all of its operations at the Property  during the term of this Agreement in compliance with all valid and applicable  federal,  state and local laws, rules and regulations, including  without   limitation  laws,  rules  and  regulations   pertaining  to environmental protection, human health and safety, social security, unemployment compensation,  wages and hours  and  conditions  of  labor,  and  Company  shall indemnify and hold  Claimholder  harmless from and against any loss,  liability, cost, expense or damage (including  reasonable  attorney's fees) arising from or related to Company's failure to comply with said laws.

     J. Taxes.  During the term of this Agreement, Company shall be responsible for payment of all taxes levied or assessed upon or against the Property, as well as any facilities or improvements located thereon.

     K. Liens and Encumbrances.  Company shall keep title to the Property free and clear of all liens and encumbrances resulting from its operations hereunder; provided, however, that Company may refuse to pay any claim asserted against it which it disputes in good faith.  At its sole cost and  expense,  Company  shall contest any suit, demand or action commenced to enforce such a claim and, if the suit,  demand or action is decided by a court or other authority of ultimate and final jurisdiction  against Company or the Property,  Company shall promptly pay the  judgment  and shall post any bond and take all other  action  necessary  to prevent any sale or loss of the  Prop erty  or any part  thereof.  Company shall permit Claimholder to post Notices of Non-Responsibility at the collars of any shafts and in other locations required under Arizona law in order to prevent certain liens from attaching to the Property, and Company shall take all actions reasonably necessary to keep such notices posted in these locations.

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     L. Reclamation and Remediation.  Company shall reclaim the Property, to the extent  disturbed by Company  during the term of this  Agreement,  in accordance with and as  required by  applicable  federal,  state and local laws,  rules and regulations.

     6.  Right to Terminate.

          A. Termination.

               (1)  By the Company.  Company may terminate this Agreement at any time at its sole  option by giving  Claimholder 30 days'  prior  written  notice, upon which all rights and obligations of the parties under this Agreement shall cease, except for any limitation of liability, indemnification, and confidentiality provisions  set  forth  herein;  provided, however, that (i) if Company terminates this Agreement after April 1 of any year, Company agrees to pay governmental fees and make all governmental  filings necessary to maintain the unpatented  mining claims for the assessment year commencing on September 1 next followin g such notice of termination and(ii) if Company terminates this Agreement on or before April 30 of any year,  Company  shall remain obligated to comply with Section 4 for the contract year ended June 30 of such year.

               (2)  By Claimholder.  In the event that(i)Company shall fail to pay any of its  monetary  obligations  under this  Agreement when due and  shall not pay same  within  14 days  following notice  thereof by Claimholder or (ii) Company shall fail to perform  any  of  its  nonmonetary  obligations  under  this Agreement  and  shall  not cure its  failure  within 30 days following notice  thereof by  Claimholder  (in each case an "uncured default"), Claimholder may terminate this Agreement upon
60; three  days  written  notice to  Company.  Termination pursuant to this Section  6.A.(2)  shall not excuse  Company from any of its obligations  which accrued prior to the date of  termination,  and  Claimholder  shall  retain all of its rights in law or in equity with respect thereto.

     B. Return of Data.  As soon as practicable upon the termination of this Agreement, Company shall return to Claimholder copies of all title, environmental, metallurgical,  geological,  geophysical, milling and other data concerning the Property and furnished by  Claimholder or previous  owners of the Property or their agents or consultants to Company.  At such time, Company shall also make available to Claimholder  for examination and copying all survey maps, drill hole logs,  sample  locations and assays developed by Company with respect to the  Property  during  the term of this  Agreement  and not  previously  made available to Claimholder and sha ll transfer  custody to Claimholder of all drill cores.

     C.  Release.  Upon termination of this Agreement, Company will promptly execute and deliver to Claimholder appropriate documents of conveyance releasing and conveying its interest in the Property to Claimholder.

     D.  Surrender of Possession and Removal of Equipment.  Upon  termination of this Agreement,  Company shall surrender possession of the Property,  subject to the condition  that Company shall have the right at any time within one year (or such longer period as Company can  demonstrate  is reasonably  necessary)  after such surrender or termination of this Agreement to (i) complete any  reclamation obligations  required of Company under this Agreement or by governmental  law or regulation  and (ii) remove all of its tools,  equipment,  machinery,  supplies, fixtures,  buildings,  structures and other  property&# 160; erected or placed on such property  by Company,  excepting  only  timber,  chutes and ladders in place for underground  entry and support.  Title to such  property not removed  within the time period set forth above  shall,  at the  election  of  Claimholder,  pass to Claimholder.  Alternatively, at the end of the time period set forth above, Claimholder may remove any such property from the Property and dispose of same in a commercially reasonable manner, all at the expense of Company.

     7. Transfer of Title.

Title to the Property shall be transferred to the Company only upon completion of each and every one of the following conditions: (a) the completion of a "positive"  feasibility  study for the  Property,  (b) the making of an  affirmative  production  decision  for the Property by Company's and any parent  corporation's  Boards of Directors and (c) presentation to Claimholder of evidence satisfactory to Claimholder that Company has  obtained  the  financing  necessary  to develop and  operate the  Property.  Unless there is an uncured default by the Company that is continuing, Claimholder   sha ll  deliver  to  Company, within 5 (five) business days of the notice of satisfaction of the conditions set forth in the previous sentence,  a  special   warranty  deed  in  form satisfactory to Company  transferring  title to a 100% interest in the Property, and reserving to Claimholder the net profits interest ("NPI") in production from the Property and the net smelter returns royalty  ("NSR"),  each as set forth in Section 8 below.  Company shall promptly record said deed with the La Paz County Recorder and with the Arizona State Office of the Bureau of Land Management.

     8. Claimholder NPI and NSR Royalty.

     A.  Claimholder NPI. Searchlight reserves a 5% (Five percent) net profits interest (“NPI”) in the Property.  For purposes of Claimholder's and Company's  respective NPI, "Net Profits" shall be calculated pursuant to generally accepted accounting  principles in the United States of America, provided, however, that the calculation of net profits shall not include any  benefit or loss from price  hedging and price  protection arrangements  conducted by or on behalf of Company and, provided,  further, that Company shall be entitled to deduct from revenues only the following percentages of total  operating  costs in lieu of headquarters  overhead  and  headquart ers general  and  administrative  expenses:  3% during the  development/construction stage of operations and 1% during the mining and processing  stage of operations and,  provided,  further,  that no  deduction  shall  be made for  depletion  or depreciation.   Claimholder's  NPI  shall  be  a  fully  carried  interest,  and Claimholder  shall not be required to fund any expenses relating to the Property or its exploration , development, production or reclamation.

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     B.  Net Smelter Returns Royalty.   In  addition  to  Claimholder's  NPI, Claimholder  hereby  reserves a net net smelter  returns  royalty ("NSR  Royalty") for all commodities  produced.  For purposes of this Agreement, the "net smelter return" is defined as the amount of money which the smelter or refinery,  as the case may be, pays the Company for the  commodity  based on the then current spot price of gold,  with deductions for costs  associated with further processing but without  deductions for taxes,  calculated on an FOB mine site basis.  The NSR Royalty shall be payable based on the foll owing sliding scale, based on the spot price of gold at the time of production:

Over $2,400 per ounce	8.0%
Over $2,100 but under $2,400 per ounce	7.0%
Over $1,800 but under $2,100 per ounce	6.0%
Over $1,500 but under $1,800 per ounce	5.0%
Over $1,200 but under $1,500 per ounce	4.0%
Over $900 but under $1,200 per ounce	3.0%
Over $600 but under $900 per ounce	2.0%
Under $600 per ounce	1.0%

     C. Payable in Kind; Payable Quarterly.  Claimholder may elect to receive in kind its NPI or its NSR Royalty (as described below).  Both royalties shall be payable quarterly.

     9. "Project Area" / Area of Interest.

If either party or if any affiliate of a  party,  or any  officer,  director,  employee,  partner,  member  or agent thereof,  now  has or  hereafter  acquires  any  property  interest  within  the boundaries of Twp 7N Range 17W or Twp 7N Range 18W,  GSRBM,  Arizona,  or within one mile of the perimeter of such  boundaries  (the  "Project Area"), such party shall give prompt notice to the other party and such property interests  shall,  at the option of the other  party,  exercised  within 45 days after notice of such acquisition  by the  acquiring  party,  become part of the Property and become subject to this  Agreement (the  "Additional  Property).

     10. Cross - Indemnity.

Each party ("Indemnifying Party") agrees to defend, indemnify  and hold  harmless  the  other  party,  its  successors,  affiliates, assigns,  officers,  directors  and  employees,  members,  partners  and  agents ("Indemnitees")  from and  against any and all claims,  actions  suits,  losses, liabilities,  damages, assessments,  judgments,  costs and expenses,  including reasonable  attorney's  fees,  arising out of or pertaining to (i) any breach by the indemnifying party of any representation,  war ranty or obligation under this Agreement  or (ii) any  activities  conducted by the  Indemnifying  Party or its agents on the Property.

     11.  Assignment.

Neither party may assign its rights and obligations under this  Agreement  without the prior  written  consent of the other  party,  which consent shall not be unreasonably withheld,  provided, however, that Claimholder may assign its interest at any time after December 31, 2010 to a third party  without the consent of Company if such third party agrees to assume all of Claimholder's obligations  under this Agreement,  and provided further that Company may assign its  interest to an  affiliated  company or a  successor  without the consent of Claimholder,  provided  that the  assignee  agrees & #160;to assume  all of  Company's obligations  under this Agreement and has a tangible net worth no less than that of Company prior to the assignment.

     12.  Governing Law.

Consent to Jurisdiction.  This Agreement shall be governed by the laws of the State of Arizona, excluding any conflicts of laws principles.  Each party consents to the exclusive jurisdiction and venue of the federal and state courts sitting in La Paz County, Arizona, U.S.A. over any dispute, claim, lawsuit or proceeding arising from or pertaining to this Agreement, and waives any argument that such courts are an "inconvenient forum."

     13.  Affiliated Companies.

Each party shall take such actions as may be necessary to cause its affiliates to comply with the obligations contemplated herein.  "Affiliate" of a party means any person, partnership, joint venture, corporation, or other form of enterprise that directly or indirectly controls, is controlled by, or is under common control with, the party.

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     14. Notices.

All notices required or permitted to be given hereunder shall be in  writing  and shall be  delivered  to the  parties by  personal  delivery, registered  or  certified  mail,  facsimile  transmission,  or express  delivery service  at the  addresses  set forth  below,  or to such  other  address as the parties may later designate by like notice to each other:

     Company:

Bouse Gold, Inc.

2870 S. Jones Blvd.

Las Vegas, NV 89146 U.S.A.

     Searchlight:

Searchlight Exploration LLC

9212 Empire Rock Street

Las Vegas, NV 89143 U.S.A.

All notices required or permitted to be given hereunder shall be deemed to have been given on the date of actual receipt.

     15.  Dollars.

All dollar ($) amounts used in this Agreement or any Exhibit or Schedule hereto are U.S. $ Dollars.

     16. Other Business Opportunities.

This Agreement is, and the rights of the parties are strictly limited to the matters set forth herein.  Subject to the provisions of Section 9 relating to Additional Property in the Project Area, the parties shall have the free and unrestricted  right to  independently  engage in and  receive  the full  benefits  of any and all  business  ventures of any sort whatever,  whether or not  competitive  with the  matters  contemplated  hereby, without  consulting  the other or inviting or allowing the other to  participate therein.

     17. Confidentiality.

Except as set forth in Section 20, the parties hereto agree to treat all data, reports,  records and other information developed under this  Agreement and applicable to the Property as  confidential,  and unless any party is required by any law, rule,  regulation or order to disclose any of such information,  it shall not be disclosed  to any person  other than  consultants, contractors or potential  investors or assignees,  without the written agreement of both parties, which will not unreasonably be withheld.

     18. Memorandum for Recording.

Promptly following execution and delivery of this Agreement, the parties shall execute for recording purposes a Memorandum of Conditional Sale Contract, setting forth the basic terms and conditions of this Agreement as necessitated or permitted by Arizona law. Company shall promptly record this Memorandum with the La Paz County Recorder.

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     19.  Public Announcements.

Disclosure  of  information  relating  to this Agreement or the Property  may be made by either  party if such  information  is required to be disclosed to any federal,  state,  provincial or local government or  appropriate  agencies  and departments  thereof or if such  information  is required by law,  stock exchange rule or  regulation to be publicly  announced. Otherwise, public announcements  or  reports  by either  party of  information relating to this  Agreement or the  Property  shall be made only on the basis of agreed texts upon the prior  written  consent of the other party,  which consent shall not unreasonably be withheld.  Each of Claimholder and Company accordingly

agrees that it will, not less than forty-eight hours in advance of making public any  information  referred to in the  preceding  sentence,  give the other party written notice of the text of the proposed report and provide the non-disclosing party with the  opportunity to object to the form and content thereof before the same is issued. The non-disclosing  party shall respond within forty-eight hours of receipt of such notice,  or its silence will constitute a waiver of objection to the terms of the proposed text.

     20. Waiver; Amendment.

Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, but such waiver must be in writing and signed by the party granting the waiver.  No such waiver shall affect or impair the right of the waiving party to require observance, performance or satisfaction of any other term or condition thereof.  Any of the terms or provisions of this Agreement may be amended or modified at any time, but only in a writing signed by each of the parties hereto.

     21.  Severability.

In the event that any one or more of the provisions contained in this Agreement or in any other instrument or agreement contemplated hereby shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any such other instrument or agreement.

     22.  Attorney's Fees.

In the event of any controversy, claim or dispute between the parties hereto, arising out of or pertaining to this Agreement or the breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorney's fees and costs.

     23. Further Assurances.

At the request of either party, the parties shall execute  and deliver any further  instruments,  agreements,  documents  or other papers  reasonably  requested  by either  party to effect the  purposes  of this Agreement and the transactions contemplated hereby.

24. Counterparts.

This Agreement may be executed in multiple counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument.

     25. No Brokers or Finders.

Each party represents and warrants to the other party that all negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by it in such manner as not to give rise to any valid claim against either party, or any third party, for a brokerage commission, finder's fee or other fee or commission arising by reason of the transactions contemplated by this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]

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     IN WITNESS  WHEREOF,  the parties  hereto,  through  their duly  authorized representative,  have  executed and delivered  this  Agreement as of the day and year first above written.

SEARCHLIGHT EXPLORATION, LLC,
an Arizona limited liability company
By:	/s/ Frederick C. Bauman
	Frederick C. Bauman
	Manager

BOUSE GOLD, INC.
A Wyoming corporation
By:	/s/ Peter Bezzano
	Name: Peter J. Bezzano
	Title: President

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 Exhibit A

Bouse Gold Project

Northern Plomosa Mining District

La Paz County, Arizona

Original Claim Block

						Approx
Claim	AMC#	Recording Info	Township/Range/Section		Date	Located Acreage
Little Butte #1	AMC362656	Fee2004-04670	T7N R17W	Secs 5,6,7,8	9/3/2004	20
Little Butte #2	AMC362657	Fee2004-04671	T7N R17W	Secs 6,7,8	9/3/2004	20
Little Butte #3	AMC362658	Fee2004-04672	T7N R17W	Secs 7, 8	9/3/2004	20
Little Butte #4	AMC362659	Fee2004-04673	T7N R17W	Secs 5, 6, 8	9/3/2004	20
Little Butte #5	AMC362660	Fee2004-04674	T7N R17W	Secs 6, 7	9/3/2004	20
	Amended 9/18/2009 Fee2009-04303
Little Butte #6	AMC398624	Fee2009-04304	T7N R17W	Sec 7	9/18/2009	20
Little Butte #7	AMC398625	Fee2009-04305	T7N R17W	Sec 7	9/18/2009	20
Arrastre #1	AMC398295	Fee2009-04294	T7N R17W	Secs 7, 8	9/5/2009	20
Arrastre #2	AMC398296	Fee2009-04295	T7N R17W	Secs 7, 8	9/5/2009	20
Arrastre #3	AMC398297	Fee2009-04296	T7N R17W	Sec 7	9/5/2009	20
Airstrip #1	AMC398293	Fee2009-04292	T7N R17W	Sec 8	9/5/2009	20
Airstrip #2	AMC398294	Fee2009-04293	T7N R17W	Sec 8	9/5/2009	20
Flat Fault #1	AMC398298	Fee2009-04297	T7N R17W	Sec 7	9/5/2009	20
Flat Fault #2	AMC398299	Fee2009-04298	T7N R17W	Sec 7	9/5/2009	20
Flat Fault #3	AMC398300	Fee2009-04299	T7N R17W	Sec 7	9/5/2009	20
Flat Fault #4	AMC398301	Fee2009-04300	T7N R17W	Sec 7	9/5/2009	20
Flat Fault #5	AMC398626	Fee2009-04301	T7N R17W	Sec 7	9/18/2009	20
Flat Fault #6	AMC398627	Fee2009-04302	T7N R17W	Sec 7	9/18/2009	20

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EX-99.2

Exhibit 99.2

AMENDED AND RESTATED

PROJECT ACQUISITION AGREEMENT

BETWEEN

SOUTH COPPERSTONE, INC.

AND

SEARCHLIGHT EXPLORATION, LLC.

Dated as of July 28, 2010

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AMENDED AND RESTATED

PROJECT ACQUISITION AGREEMENT

     This AMENDED AND RESTATED PROJECT ACQUISITION AGREEMENT (this "Agreement"),  dated as of July 28, 2010 is made by and between  South Copperstone, Inc., a Wyoming corporation with an address of 2870 S. Jones Blvd., Las Vegas, NV 89146 ("Company")  and  Searchlight  Exploration  LLC,  an Arizona  limited  liability company with  offices at 9212 Empire Rock  Street.,  Las Vegas,  NV 89143 U.S.A. ("Searchlight" or "Claimholder").

1.Summary of Transaction.

In consideration of a 9.99% ownership interest in the Company through issuance of the Company’s Common Stock and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Claimholder hereby sells to the Company the  unpatented lode  mining  claims  known  as the  South Copperstone Gold Project  and  more particularly  described  in Exhibit A hereto (the  "Property") upon the terms and conditions set forth in this Agreement.

     2. Title to the Property.

     A.   Claimholder hereby represents and warrants to Company as follows:

     (i) Claimholder owns or is able to convey a full and undivided  interest in and to each of the unpatented  mining claims  included in the Property as of the date hereof;

     (ii) To the best of the knowledge,  information  and belief of Claimholder, all such claims have been validly  located and maintained in accordance with all applicable laws and regulations;

     (iii)  All such  claims  are  free and  clear  of all  liens,  claims,  and encumbrances  whatsoever,  subject only to the paramount  interest of the United States of America and / or the State of Arizona; all taxes, if any, which may be or which may become a lien upon the Property,  as of the date hereof,  have been paid;

     (iv) The  Property  is not in any  manner  encumbered  as a  result  of any conduct or activity of Claimholder;

     (vi)  Having  secured  the  approval  of its members  to the terms and conditions of this  Agreement,  Claimholder  has full and complete  authority to execute this Agreement and to grant the rights herein conferred on Company; and

     (vii) Claimholder has no knowledge that any of the mining claims comprising the Property are invalid, or that, except for any patented ground lying within the Project Area, there are other senior mining claims in conflict with any of such claims.

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     3. Payments by the Company.

     Following transfer of title to the Property under Section 7, Company shall pay to Claimholder (i) the Claimholder's net profits interest (NPI) under Section 8A and (ii) the Claimholder's net smelter return (NSR) royalty under Section 8B. Company's obligation to make payment under Section 8A and Section 8B shall cease to  accrue  on the  first  to occur  of (i)  completion  by  Company  of  mining operations,  residual leaching and reclamation in the Project Area or (ii) other decision  of  Company  to  terminate  operations  in the  Project  Area and,  if Claimholder so desires, to re-convey the property to Cl aimholder once reclamation and other environmental obligations have been satisfied, although this provision shall not relieve  Company from its  obligation  to make  payments  that accrued prior to such occurrence.

     C. All payments shall be paid in US$dollars in immediately available funds.

     D.  Company hereby represents and warrants to Claimholder that it has adequate financial resources to make the payments required under this Section 3, as well as the Work Expenditures required under Section 4.

     E. Company has previously issued to Searchlight Common Stock of the Company equal to 9.99% of the Company’s Common Stock and will issue to Searchlight such additional shares of the Company’s Common Stock as shall be necessary to maintain Searchlight’s interest at 9.99%. The shares shall be validly issued, fully paid and nonassessable.

     F. The previous Project Acquisition Agreement between the Company’s assignor and Searchlight was dated October 7, 2005 (the “2005 Agreement”).  The 2005 Agreement is further amended and restated as of the date (the “Effective Date”) on which the following conditions are satisfied: (i) the closing of the acquisition of the Company Common Stock presently owned by Western Diversified Mining Resources, Inc. by a person acceptable to Searchlight (the “Buyer”) and (ii) the assumption by the Buyer of Company’s accrued obligations for Work Expenditures and BLM Claim Maintenance Fees hereunder, which are $86,537 as of July 31, 2010.

G.  Upon the Effective Date, the Company shall deliver to Searchlight a promissory note in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000), representing an amendment fee and the balance then due to Searchlight pursuant to Section 3.F (ii). The promissory note shall be unsecured, shall bear simple interest of 10% per annum, and shall be due and payable upon the the earlier of the first anniversary of the effective date or the date on which the Buyer has acquired, directly or through one or more intermediaries, at least 75% of the outstanding Company Common Stock.

     4. Work Expenditures.

Until the earlier of (a) termination by Company of this Agreement under Section 6 or (b) transfer of title to the Company under Section 7, Company shall make the work expenditures on or for the benefit of the Property in the following amounts:

     B. The sum of $100,000 on or before June 30, 2011.

     C. The sum of $100,000 on or before June 30 of each year thereafter.

Any excess of Work Expenditures in any year shall be carried forward to the succeeding year. If Work Expenditures in any year are deficient and Company desires to maintain this Agreement in effect, Company shall pay Claimholder in immediately available funds a sum equal to the deficiency in lieu of the Work Expenditure shortfall.  For purposes  of this  Agreement,  "Work  Expenditures"  is defined as sums spent or incurred by Company  directly on the Property for exploration and development of the Property, including drilling,  geochemical sampling,  geophysical or seismic survey,  assaying,  and ore reserve  calculation;  metallurgical and engineering analyses;  environmental  and permit ting  analyses and  activities;  feasibility studies; and financing investigations;  plus 5% of such direct costs in lieu of headquarters overhead and general and administrative expenditures.

     5. Rights and Obligations During Term.

The parties shall have the following rights and obligations prior to termination of this Agreement:

     A. Access to Property and Provision of Data. Company shall have full access to the Property to conduct such investigations and examinations as Company may deem desirable and to all information and data in Claimholder's possession and control pertaining to the Property necessary or desirable to enable Company to fully evaluate the Property and its commercial feasibility.  Claimholder agrees to cooperate fully with Company in its investigation.

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     B.  Activities by Company.  Company shall have exclusive  possession of the Property,  subject to the  paramount  rights of the  United  States and / or the State of Arizona  with  respect to  unpatented  mining  claims  included  in the Property,  and shall  have the  exclusive  right to  conduct  such  exploration, evaluation, and development activities on the Property (including bulk sampling)

as Company  may  desire.  Claimholder shall provide at Company's expense all reasonable assistance to Company for the obtaining of any permits, licenses, and third party consents needed for such work.  Company shall also have the right to contact the pertinent federal, state, and local permitting agencies, and to negotiate with such agencies.

     C.  Maintenance of Property.  Company shall maintain in good standing all unpatented mining claims that comprise the Property.  Company shall, as required by the Federal  Government  with respect to unpatented  mining claims on federal lands,  perform required  assessment work or timely pay all claim maintenance or rental fees and all required  property taxes,  and shall timely make all filings and recordings in the appropriate  governmental  offices  required in connection with such payments. In the event Claimholder makes any such payment (although it

shall have no obligation to do so), Company shall promptly reimburse Claimholder for payment of such  holding  costs upon  receipt by Company of evidence of such payment.  Company  shall have the right to amend or  relocate  in the name(s) of Claimholder  any unpatented  mining claims  included in the Property,  to locate different  types of claims on ground covered by existing  claims,  and to locate any fractions.

     D. Sharing of Data. During each year,  Company will share with Claimholder all information  (including  interpretive and  non-interpretive data, subject to typical disclaimers regarding  interpretive data and statements that  Claimholder  may not rely upon the same) obtained  from the  exploration, evaluation,  and development  activities  pertaining to the Property,  including providing a copy of any geological and other principal  reports  relating to the Property, and will report to Claimholder in writing at least quarterly regarding the progress of the exploration and evaluation work and Work  Expenditures  made during the period.

     E.  Claimholder Access to Property.  Claimholder  may have  access to the Property at its sole risk on reasonable notice, and shall be entitled to conduct tours  of  the  Property  for  investor  relations  and  financing   activities. Claimholder's exercise of its access rights shall not interfere in any way with Company's operations on the Property, which shall take precedence in the event of any conflict.

     F.  Conduct of Operations by Company at the Property.   All  of  the exploration,  development,  mining,  milling  and  related  work  and any  other activities  which may be  performed  by  Company  or its  agents or  contractors hereunder  shall be performed in accordance with all of the terms and conditions of this Agreement and good mining practices,  but the timing, nature, manner and extent of any  exploration,  development  or any other  operations or activities hereunder  shall be in the sole  discretion  of   ;Company,  and there shall be no implied covenant to begin or continue any such operations or activities.

     G.  Indemnity.  Except for damages  sustained by  Claimholder  while on the Property  pursuant  to  Section  5F.,  Company  agrees  to  indemnify  and  hold Claimholder  and its  affiliates,  and their  respective,  officers,  directors, employees,  agents,  members,  partners and agents harmless from and against any loss, liability,  cost, expense or damage (including reasonable attorney's fees) that may be incurred for injury to or death of persons or damage to property, or otherwise,  as a result of Company or its agents or  contractors&# 160; conducting any operations on or in connection with the Property.

     H. Insurance. Company agrees to carry such insurance,  covering all persons working  at or on the  Property  for  Company,  as will  fully  comply  with the requirements  of the  statutes  of the State of Arizona  pertaining  to worker's compensation and occupational disease and disabilities as are now in force or as may be  hereafter  amended or  enacted.  In addition, Company agrees to carry liability insurance with respect to its operations at the Property in reasonable amounts in accordance with accepted industry practices.  Company agrees that

Claimholder  shall be named as an additional  insured on all such policies,  and agrees to forward to Claimholder  certificates  of such  insurance  policies not later than 10 days prior to the date that Company  commences any such activities on the  Property.  Company shall have no right to commence any such activities until such certificates are delivered to Claimholder.

     I. Compliance with Laws.  Company agrees to conduct and perform all of its operations at the Property  during the term of this Agreement in compliance with all valid and applicable  federal,  state and local laws, rules and regulations, including  without   limitation  laws,  rules  and  regulations   pertaining  to environmental protection, human health and safety, social security, unemployment compensation,  wages and hours  and  conditions  of  labor,  and  Company  shall indemnify and hold  Claimholder  harmless from and against any loss,  liability, cost, expense or damage (including  reasonable  attorney's fees) arising from or related to Company's failure to comply with said laws.

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     J. Taxes.  During the term of this Agreement, Company shall be responsible for payment of all taxes levied or assessed upon or against the Property, as well as any facilities or improvements located thereon.

     K. Liens and Encumbrances.  Company shall keep title to the Property free and clear of all liens and encumbrances resulting from its operations hereunder; provided, however, that Company may refuse to pay any claim asserted against it which it disputes in good faith.  At its sole cost and  expense,  Company  shall contest any suit, demand or action commenced to enforce such a claim and, if the suit,  demand or action is decided by a court or other authority of ultimate and final jurisdiction  against Company or the Property,  Company shall promptly pay the  judgment  and shall post any bond and take all other  action  necessary  to prevent any sale or loss of the  Prop erty  or any part  thereof.  Company shall permit Claimholder to post Notices of Non-Responsibility at the collars of any shafts and in other locations required under Arizona law in order to prevent certain liens from attaching to the Property, and Company shall take all actions reasonably necessary to keep such notices posted in these locations.

     L. Reclamation and Remediation.  Company shall reclaim the Property, to the extent  disturbed by Company  during the term of this  Agreement,  in accordance with and as  required by  applicable  federal,  state and local laws,  rules and regulations.

     6.  Right to Terminate.

          A. Termination.

               (1)  By the Company.  Company may terminate this Agreement at any time at its sole  option by giving  Claimholder 30 days'  prior  written  notice, upon which all rights and obligations of the parties under this Agreement shall cease, except for any limitation of liability, indemnification, and confidentiality provisions  set  forth  herein;  provided, however, that (i) if Company terminates this Agreement after April 1 of any year, Company agrees to pay governmental fees and make all governmental  filings necessary to maintain the unpatented  mining claims for the assessment year commencing on September 1 next followin g such notice of termination and(ii) if Company terminates this Agreement on or before April 30 of any year,  Company  shall remain obligated to comply with Section 4 for the contract year ended June 30 of such year.

               (2)  By Claimholder.  In the event that(i)Company shall fail to pay any of its  monetary  obligations  under this  Agreement when due and  shall not pay same  within  14 days  following notice  thereof by Claimholder or (ii) Company shall fail to perform  any  of  its  nonmonetary  obligations  under  this Agreement  and  shall  not cure its  failure  within 30 days following notice  thereof by  Claimholder  (in each case an "uncured default"), Claimholder may terminate this Agreement upon
60; three  days  written  notice to  Company.  Termination pursuant to this Section  6.A.(2)  shall not excuse  Company from any of its obligations  which accrued prior to the date of  termination,  and  Claimholder  shall  retain all of its rights in law or in equity with respect thereto.

     B. Return of Data.  As soon as practicable upon the termination of this Agreement, Company shall return to Claimholder copies of all title, environmental, metallurgical,  geological,  geophysical, milling and other data concerning the Property and furnished by  Claimholder or previous  owners of the Property or their agents or consultants to Company.  At such time, Company shall also make available to Claimholder  for examination and copying all survey maps, drill hole logs,  sample  locations and assays developed by Company with respect to the  Property  during  the term of this  Agreement  and not  previously  made available to Claimholder and sha ll transfer  custody to Claimholder of all drill

cores.

     C.  Release.  Upon termination of this Agreement, Company will promptly execute and deliver to Claimholder appropriate documents of conveyance releasing and conveying its interest in the Property to Claimholder.

     D.  Surrender of Possession and Removal of Equipment.  Upon  termination of this Agreement,  Company shall surrender possession of the Property,  subject to the condition  that Company shall have the right at any time within one year (or such longer period as Company can  demonstrate  is reasonably  necessary)  after such surrender or termination of this Agreement to (i) complete any  reclamation obligations  required of Company under this Agreement or by governmental  law or regulation  and (ii) remove all of its tools,  equipment,  machinery,  supplies, fixtures,  buildings,  structures and other  property&# 160; erected or placed on such property  by Company,  excepting  only  timber,  chutes and ladders in place for underground  entry and support.  Title to such  property not removed  within the time period set forth above  shall,  at the  election  of  Claimholder,  pass to Claimholder.  Alternatively, at the end of the time  period  set  forth  above, Claimholder  may remove any such  property from the Property and dispose of same in a commercially reasonable manner, all at the expense of Company.

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     7. Transfer of Title.

Title to the Property shall be transferred to the Company only upon completion of each and every one of the following conditions: (a) the completion of a "positive"  feasibility  study for the  Property,  (b) the making of an  affirmative  production  decision  for the Property by Company's and any parent  corporation's  Boards of Directors and (c) presentation to Claimholder of evidence satisfactory to Claimholder that Company has  obtained  the  financing  necessary  to develop and  operate the  Property.  Unless there is an uncured default by the Company that is continuing, Claimholder   sha ll  deliver  to  Company, within 5 (five) business days of the notice of satisfaction of the conditions set forth in the previous sentence,  a  special   warranty  deed  in  form satisfactory to Company  transferring  title to a 100% interest in the Property, and reserving to Claimholder the net profits interest ("NPI") in production from the Property and the net smelter returns royalty  ("NSR"),  each as set forth in Section 8 below.  Company shall promptly record said deed with the La Paz County Recorder and with the Arizona State Office of the Bureau of Land Management.

     8. Claimholder NPI and NSR Royalty.

     A.  Claimholder NPI. Searchlight reserves a 5% (Five percent) net profits interest (“NPI”) in the Property.  For purposes of Claimholder's and Company's  respective NPI, "Net Profits" shall be calculated pursuant to generally accepted accounting  principles in the United States of America, provided, however, that the calculation of net profits shall not include any  benefit or loss from price  hedging and price  protection arrangements  conducted by or on behalf of Company and, provided,  further, that Company shall be entitled to deduct from revenues only the following percentages of total  operating  costs in lieu of headquarters  overhead  and  headquart ers general  and  administrative  expenses:  3% during the  development/construction stage of operations and 1% during the mining and processing  stage of operations and,  provided,  further,  that no  deduction  shall  be made for  depletion  or depreciation.   Claimholder's  NPI  shall  be  a  fully  carried  interest,  and Claimholder  shall not be required to fund any expenses relating to the Property or its exploration , development, production or reclamation.

     B.  Net Smelter Returns Royalty.   In  addition  to  Claimholder's  NPI, Claimholder  hereby  reserves a net smelter  returns  royalty ("NSR  Royalty") for all commodities  produced.  For purposes of this Agreement, the "net smelter return" is defined as the amount of money which the smelter or refinery, as the case may be, pays the Company for the commodity based on the then current spot price of gold, with deductions for costs associated with further processing but without deductions for taxes, calculated on an FOB mine site basis.  The NSR Royalty shall be payable based on the following sliding scale, based on the spot price of gold at the time of production:

Over $2,400 per ounce	8.0%
Over $2,100 but under $2,400 per ounce	7.0%
Over $1,800 but under $2,100 per ounce	6.0%
Over $1,500 but under $1,800 per ounce	5.0%
Over $1,200 but under $1,500 per ounce	4.0%
Over $900 but under $1,200 per ounce	3.0%
Over $600 but under $900 per ounce	2.0%
Under $600 per ounce	1.0%

     C. Payable in Kind; Payable Quarterly.  Claimholder may elect to receive in kind its NPI or its NSR Royalty (as described below).  Both royalties shall be payable quarterly.

     9. "Project Area" / Area of Interest.

If either party or if any affiliate of a  party,  or any  officer,  director,  employee,  partner,  member  or agent thereof,  now  has or  hereafter  acquires  any  property  interest  within  the boundaries of Twp 5N Range 19W, Twp 5N Range 20W, Twp 6N Range 19W or Twp 6N Range 20W,  GSRBM,  Arizona,  or within one mile of the perimeter of such  boundaries  (the  "Project Area"), such party shall give prompt notice to the other party and such property interests  shall,  at the option of the other  party,  exercised 0; within 45 days after notice of such acquisition  by the  acquiring  party,  become part of the Property and become subject to this  Agreement (the  "Additional  Property).

     10. Cross - Indemnity.

Each party ("Indemnifying Party") agrees to defend, indemnify  and hold  harmless  the  other  party,  its  successors,  affiliates, assigns,  officers,  directors  and  employees,  members,  partners  and  agents ("Indemnitees")  from and  against any and all claims,  actions  suits,  losses, liabilities,  damages, assessments,  judgments,  costs and expenses,  including reasonable  attorney's  fees,  arising out of or pertaining to (i) any breach by the indemnifying party of any representation,  war ranty or obligation under this Agreement  or (ii) any  activities  conducted by the  Indemnifying  Party or its agents on the Property.

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     11.  Assignment.

Neither party may assign its rights and obligations under this  Agreement  without the prior  written  consent of the other  party,  which consent shall not be unreasonably withheld,  provided, however, that Claimholder may assign its interest at any time after December 31, 2010 to a third party  without the consent of Company if such third party agrees to assume all of Claimholder's obligations  under this Agreement,  and provided further that Company may assign its  interest to an  affiliated  company or a  successor  without the consent of Claimholder,  provided  that the  assignee  agrees & #160;to assume  all of  Company's obligations  under this Agreement and has a tangible net worth no less than that of Company prior to the assignment.

     12.  Governing Law.

Consent to Jurisdiction.  This Agreement shall be governed by the laws of the State of Arizona, excluding any conflicts of laws principles.  Each party consents to the exclusive jurisdiction and venue of the federal and state courts sitting in La Paz County, Arizona, U.S.A. over any dispute, claim, lawsuit or proceeding arising from or pertaining to this Agreement, and waives any argument that such courts are an "inconvenient forum."

     13.  Affiliated Companies.

Each party shall take such actions as may be necessary to cause its affiliates to comply with the obligations contemplated herein.  "Affiliate" of a party means any person, partnership, joint venture, corporation, or other form of enterprise that directly or indirectly controls, is controlled by, or is under common control with, the party.

     14. Notices.

All notices required or permitted to be given hereunder shall be in  writing  and shall be  delivered  to the  parties by  personal  delivery, registered  or  certified  mail,  facsimile  transmission,  or express  delivery service  at the  addresses  set forth  below,  or to such  other  address as the parties may later designate by like notice to each other:

     Company:

South Copperstone, Inc.

2870 S. Jones Blvd.

Las Vegas, NV 89146 U.S.A.

     Searchlight:

Searchlight Exploration LLC

9212 Empire Rock Street

Las Vegas, NV 89143 U.S.A.

All notices required or permitted to be given hereunder shall be deemed to have been given on the date of actual receipt.

      15.  Dollars.

All dollar ($) amounts used in this Agreement or any Exhibit or Schedule hereto are U.S. $ Dollars.

     16. Other Business Opportunities.

This Agreement is, and the rights of the parties are strictly limited to the matters set forth herein.  Subject to the provisions of Section 9 relating to Additional Property in the Project Area, the parties shall have the free and unrestricted  right to  independently  engage in and  receive  the full  benefits  of any and all  business  ventures of any sort whatever,  whether or not competitive  with the  matters  contemplated  hereby, without  consulting  the other or inviting or allowing the other to  participate therein.

     17. Confidentiality.

Except as set forth in Section 20, the parties hereto agree to treat all data, reports,  records and other information developed under this  Agreement and applicable to the Property as  confidential,  and unless any party is required by any law, rule,  regulation or order to disclose any of such information,  it shall not be disclosed  to any person  other than  consultants, contractors or potential  investors or assignees,  without the written agreement of both parties, which will not unreasonably be withheld.

     18. Memorandum for Recording.

Promptly following execution and delivery of this Agreement, the parties shall execute for recording purposes a Memorandum of Conditional Sale Contract, setting forth the basic terms and conditions of this Agreement as necessitated or permitted by Arizona law. Company shall promptly record this Memorandum with the La Paz County Recorder.

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     19.  Public Announcements.

Disclosure  of  information  relating  to this Agreement or the Property  may be made by either  party if such  information  is required to be disclosed to any federal,  state,  provincial or local government or  appropriate  agencies  and departments  thereof or if such  information  is required by law,  stock exchange rule or  regulation to be publicly  announced. Otherwise, public announcements  or  reports  by either  party of  information relating to this  Agreement or the  Property  shall be made only on the basis of agreed texts upon the prior  written  consent of the other party,  which consent shall not unreasonably be withheld.  Each of Claimholder and Company accordingly

agrees that it will, not less than forty-eight hours in advance of making public any  information  referred to in the  preceding  sentence,  give the other party written notice of the text of the proposed report and provide the non-disclosing party with the  opportunity to object to the form and content thereof before the same is issued. The non-disclosing party shall respond within forty-eight hours of receipt of such notice, or its silence will constitute a waiver of objection to the terms of the proposed text.

     20. Waiver; Amendment.

Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, but such waiver must be in writing and signed by the party granting the waiver.  No such waiver shall affect or impair the right of the waiving party to require observance, performance or satisfaction of any other term or condition thereof.  Any of the terms or provisions of this Agreement may be amended or modified at any time, but only in a writing signed by each of the parties hereto.

     21.  Severability.

In the event that any one or more of the provisions contained in this Agreement or in any other instrument or agreement contemplated hereby shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any such other instrument or agreement.

     22.  Attorney's Fees.

In the event of any controversy, claim or dispute between the parties hereto, arising out of or pertaining to this Agreement or the breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorney's fees and costs.

     23. Further Assurances.

At the request of either party, the parties shall execute  and deliver any further  instruments,  agreements,  documents  or other papers  reasonably  requested  by either  party to effect the  purposes  of this Agreement and the transactions contemplated hereby.

  24. Counterparts.

This Agreement may be executed in multiple counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument.

     25. No Brokers or Finders.

Each party represents and warrants to the other party that all negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by it in such manner as not to give rise to any valid claim against either party, or any third party, for a brokerage commission, finder's fee or other fee or commission arising by reason of the transactions contemplated by this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]

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     IN WITNESS  WHEREOF,  the parties  hereto,  through  their duly  authorized representative,  have  executed and delivered  this  Agreement as of the day and year first above written.

SEARCHLIGHT EXPLORATION, LLC,
an Arizona limited liability company
By:	/s/ Frederick C. Bauman
	Frederick C. Bauman
	Manager
SOUTH COPPERSTONE, INC.
A Wyoming corporation
By:	/s / Peter Bezzano
	Name: Peter J. Bezzano
	Title: President

9

Exhibit A

South Copperstone Gold Project

Moon Mountain (Copperstone) Mining District

La Paz County, Arizona

						Apprx
Claim	AMC#	Recording Info	Township/Range/Section		Date	Located  Acreage
S. Copperstone #1	AMC368409	Fee2005-06737	T6N R20W	Sec 27	9/10/2005	20		20
S. Copperstone #2	AMC400073	Fee2010-02343	T6N R20W	Sec 27	4/17/2010	20
S. Copperstone #3	AMC400074	Fee2010-02344	T6N R20W	Sec 27	4/17/2010	20
S. Copperstone #4	AMC400075	Fee2010-02345	T6N R20W	Sec 27, 28,	4/17/2010	20
S. Copperstone #5	AMC400076	Fee2010-02346	T6N R20W	Sec 27, 28,	4/17/2010	20
							33, 34
S. Copperstone #6	AMC400077	Fee2010-02347	T6N R20W	Sec 33, 34	4/17/2010	20
S. Copperstone #7	AMC400078	Fee2010-02348	T6N R20W	Sec 33, 34	4/17/2010	20
S. Copperstone #8	AMC400079	Fee2010-02349	T6N R20W	Sec 33, 34	4/17/2010	20
S. Copperstone #9	AMC400080	Fee2010-02350	T6N R20W	Sec 33, 34	4/17/2010	20
S. Copperstone #10	AMC400081	Fee2010-02351	T6N R20W	Sec 33, 34	4/17/2010	20
S. Copperstone #11	AMC400082	Fee2010-02352	T6N R20W	Sec 33	4/17/2010	20
S. Copperstone #12	AMC400083	Fee2010-02353	T6N R20W	Sec 33	4/17/2010	20
S. Copperstone #13	AMC400084	Fee2010-02354	T6N R20W	Sec 26, 27	4/17/2010	20
S. Copperstone #14	AMC400085	Fee2010-02355	T6N R20W	Sec 27	4/17/2010	20
S. Copperstone #15	AMC400086	Fee2010-02356	T6N R20W	Sec 27, 34	4/17/2010	20
S. Copperstone #16	AMC400087	Fee2010-02357	T6N R20W	Sec 27, 34	4/17/2010	20
S. Copperstone #17	AMC400088	Fee2010-02358	T6N R20W	Sec 34	4/17/2010	20
S. Copperstone #18	AMC400089	Fee2010-02359	T6N R20W	Sec 34	4/17/2010	20
S. Copperstone #19	AMC400090	Fee2010-02360	T6N R20W	Sec 34	4/17/2010	20
S. Copperstone #20	AMC400091	Fee2010-02361	T6N R20W	Sec 34	4/17/2010	20
S. Copperstone #21	AMC400092	Fee2010-02362	T6N R20W	Sec 34	4/17/2010	20
S. Copperstone #22	AMC400093	Fee2010-02363	T6N R20W	Sec 34	4/17/2010	20
S. Copperstone #23	AMC400094	Fee2010-02364	T6N R20W	Sec 33, 34	4/17/2010	20
S. Copperstone #24	AMC400095	Fee2010-02365	T6N R20W	Sec 33, 34	4/17/2010	20