8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) January 11, 2010

DUTCH GOLD RESOURCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-308805	58-2550089
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3500 Lenox Road, Suite 1500, Atlanta, Georgia	30326
(Address of Principal Executive Offices)	(Zip Code)

(404) 419-2440

(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 the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement

Acquisition of Aultra Gold, Inc.’s Assets

On January 6, 2010, Dutch Gold Resources, Inc. (the “Company” or the “Registrant”) entered into an Asset Purchase Agreement (the “Agreement”) and DGRI ADGI Acquisition Corporation (the “Purchaser”) with Aultra Gold, Inc. (“Aultra Gold”), effective as of December 31, 2009.  Pursuant to the Agreement, the Company acquired all of Aultra Gold’s assets to the Purchaser, which is a wholly owned subsidiary of Dutch Gold (the “Transaction”).  As consideration for these assets, the Company issued 9,614,667 shares of its common stock, par value $0.001 per share, to Aultra Gold.

In accordance with the transaction, the Company acquired substantially all of the assets related to Aultra Gold’s gold and mineral business, including inventory, accounts receivable, certain supply and distribution and other vendor contracts, good will and other various assets and intangibles. The parties made customary representations, warranties and indemnities that are typical and consistent for a transaction of this size and scope.

Acquisition of Control of Aultra Gold, Inc.

Also, on December 31, 2009, pursuant to a Stock Purchase Agreement by and among the Company, Rauno Perttu, Strategic Minerals Inc., a Nevada corporation, and Aultra Gold Capital Inc., a Turks and Caicos corporation, the Company acquired controlling interest of Aultra Gold for a purchase price of One Million newly-issued shares of the Company’s common stock, par value $0.001 per share.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosures set forth under Item 1.01 are incorporated by reference into this Item 2.01.

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

On December 31, 2009, William Debor, Ewald Dienhart, and James L. Browne resigned from the Board of Directors of the Company and Rauno Perttu was elected and appointed to the Board of Directors.  In addition, Rauno Perttu became Chief Operating Officer of the Company.

Rauno Perttu - Chief Operating Officer, Director, 64, acts as the Chief Operating Officer and Director of the Company, effective December 30, 2009.  From January 22, 2007 until December 31, 2009, Mr. Perttu served as President, Secretary and Director of Aultra Gold, Inc.  An academically distinguished geologist with a M.S. in Geology, Mr. Perttu is a registered Engineering Geologist in Oregon who has held senior positions with some of North America’s leading resource companies. At the Kennecott Corporation, he initially worked as a senior geologist, was later promoted to Coal Manager, and then to Director of Business Development. Before Kennecott, Mr. Perttu held senior geologist positions at Gulf Minerals, Resources International, and Pacific Power and Light Company. For the last 20 years, he has worked as a consultant, initiating and managing exploration and development programs in North America, Chile, Columbia, and Venezuela. He has been involved in the discovery of gold and silver deposits in Montana, Utah, and Nevada. He has 36 years of experience in economic geology. He has evaluated companies for acquisition and commodities for diversification. He has worked internationally in all phases of mineral and metals exploration, evaluation, and development. Mr. Perttu has managed modest sized to major projects and programs from the initial conceptual stage through all the subsequent steps, including discovery, acquisition, and determination of economic feasibility, development and production. This background has given him experience in, not only the technical, but also the business aspects of the mineral industry.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements: As a result of the Transaction described in Item 1.01, the Registrant will file the audited financial information within seventy-one calendar days after this 8-K is filed.

(b) Pro forma financial information: As a result of the Transaction described in Item 1.01, the Registrant will file the audited financial information within seventy-one days after this 8-K is filed.

(c) Shell company transaction: This section does not apply.

(d) Exhibits: The disclosures set forth under Item 9.01 (a) and (b) are incorporated by reference into this Item 9.01 (d).

Exhibit #	Description
10.1	Form of Asset Purchase Agreement by and among Aultra Gold, Inc., Dutch Gold Resources, Inc. and DGRI AGDI Acquisition Corporation.
10.2	Form of Stock Purchase Agreement by and among Dutch Gold Resources, Inc., Rauno Perttu, Strategic Minerals Inc., and Aultra Gold Capital Inc.

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 THEREUNTO DULY AUTHORIZED.

	DUTCH GOLD RESOURCES, INC.
Date: November 3, 2011	By:	/s/ Dan Hollis
		Daniel W. Hollis
		Chief Executive Officer

Exhibit Index

Exhibit #	Description
10.1	Form of Asset Purchase Agreement by and among Aultra Gold, Inc., Dutch Gold Resources, Inc., a Nevada corporation and DGRI AGDI Acquisition Corporation.
10.2	Form of Stock Purchase Agreement by and among Dutch Gold Resources, Inc., Rauno Perttu, Strategic Minerals Inc., and Aultra Gold Capital Inc.

EX-10.1

ASSET PURCHASE AGREEMENT

AMONG

DUTCH GOLD RESOURCES, INC.,

DGRI AGPI ACQUISITION CORPORATION

AND

AULTRA GOLD INC.

January 6, 2010

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this "Agreement") is made and entered into as of January 6, 2010, by and among DUTCH GOLD RESOURCES, INC., a publicly-owned Nevada Corporation, (“Dutch Gold”), DGRI AGDI ACQUISITION CORPORATION, a Georgia corporation (the “Purchaser”), and AULTRA GOLD, INC., a an publicly-owned Nevada corporation (the “Seller”). Dutch Gold, the Purchaser and the Seller are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Seller is in the business of acquiring and exploring gold and mineral properties and is the owner of certain assets of gold and precious mineral properties and certain assets and equipment related to the exploration and development of such properties (the “Mining Business”);

WHEREAS, the Purchaser is a wholly-owned subsidiary of Dutch Gold; and

WHEREAS, the Seller desires to sell and Purchaser desires to purchase all of the Seller’s right, title and interest in the Mining Business and the related assets and services as provided herein, pursuant to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual promises made in this Agreement, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows.

1.0 DEFINITIONS. For purposes of this Agreement and the Acquisition Documents, the capitalized terms shall have the meanings set forth below:

1.1.          “Acquired Assets” means all right, title and interest of the Seller as set forth on Schedule 1.1 including the books and records as of the Closing Date, but excluding the Excluded Assets.

1.2.          “Acquisition Documents” means this Agreement and all transfer documents, assumption agreements or other documents or agreements related to the consummation of the transactions contemplated in this Agreement.

1.3.          “Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.

1.4.          “Agreement” has the meaning set forth in the Preface.

1.5.          “Assumed Liabilities” means all of the obligations and Liabilities of the Seller arising after the Effective Time but excluding the Excluded Liabilities.

1.6.          “Closing” means the closing of the transactions contemplated by this Agreement.

1.7.          “Closing Date” means January 6, 2010.

1.8.          “Code” means the Internal Revenue Code of 1986, as amended.

1.9.          “Disclosure Schedule” has the meaning set forth in Section 3.

1.10.        “Effective Time” has the meaning set forth in Section 2.4.

1.11.        “Excluded Assets" means all assets of the Seller not explicitly included in the Acquired Assets, including the following:

(i)           all refunds (or credits) of any Tax for any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date);

(ii)          all leases, office equipment, fixtures, furniture, supplies, software and software licenses of Seller; and

(iii)         all of Seller's rights, claims or causes of action against Third Parties relating to the Acquired Assets with respect to the period prior to the Closing.

1.12.        “Excluded Liabilities” means all obligations, commitments, or Liabilities of the Seller, whether known or unknown, absolute, contingent, or otherwise, and whether or not related to the Acquired Assets or the Mining Business, except for the Assumed Liabilities. Without limiting the generality of the preceding sentence, the Purchaser shall not assume or become liable for any of the following obligations and Liabilities of the Seller:

(a)           Any Liability or obligation arising out of any employee benefit plan (i) maintained by or covering employees of the Seller or (ii) to which the Seller has made any contribution or to which the Seller could be subject to any Liability;

(b)           Any losses, costs, expenses, damages, claims, demands and judgments of every kind and nature (including the defenses thereof and reasonable attorneys' and other professional fees) related to or arising out of or in connection with Seller's failure to comply with the bulk transfer, bulk sales, or any similar statute as enacted in any jurisdiction, domestic or foreign;

(c)           Any Liability or obligation arising out of any action or failure to act by the Seller prior to the Effective Time;

(d)           Any Liability of the Seller with respect to any claim or cause of action, regardless of when made or asserted, which arises (i) out of or in connection with the Mining Business or the Acquired Assets prior to the Effective Time or (ii) with respect to any service provided by the Seller prior to the Closing Date; and

(e)           Any Liabilities or obligations of the Seller relating to the Excluded Assets.

1.13.        “Governmental Authorization” means any consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

1.14.        “Governmental Body” means any federal, state, local, municipal, foreign or other government or any governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers).

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1.15.        “Indemnified Party” has the meaning set forth in Section 9.2(d).

1.16.        “Indemnifying Party” has the meaning set forth in Section 9.2(d).

1.17.        “IRS” means the Internal Revenue Services.

1.18.        “Knowledge” means actual knowledge.

1.19.        “Legal Requirement” means any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of law, code, regulation, statute or treaty.

1.20.        “Liability” means any liability (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due), including any liability for Taxes.

1.21.        “Mining Business” has the meaning set forth in the Recitals.

1.22.        “Party” has the meaning set forth in the Preface.

1.23.        “"Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Body.

1.24.        “Preface” means the first paragraph of this Agreement.

1.25.        “Purchase Price” has the meaning set forth in Section 2.3.

1.26.        “Purchaser” has the meaning set forth in the Preface.

1.27         “Representative” with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of such Person.

1.28.        “Securities Act” means the Securities Act of 1933, as amended.

1.29.        “Security Interest” means any mortgage, pledge, lien, encumbrance, charge, or other security interest.

1.30.        “Seller” has the meaning set forth in the Preface.

1.31.        “Seller Material Adverse Effect” has the meaning set forth in Section 3.1(a).

1.32.        “Specified Employees” has the meaning set forth in Section 8.6.

1.33.        “Tax” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

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1.34.        “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

1.35.        “Third Party” means any Person who is not a Party.

1.36.        “Transaction” means the actions contemplated within this Agreement and the Acquisition Documents.

2.           BASIC TRANSACTION.

2.1           Purchase and Sale of Assets. Upon and subject to the terms and conditions of this Agreement, simultaneously with the execution and delivery of this Agreement, the Purchaser is purchasing from the Seller, and the Seller is selling, transferring, conveying, assigning, and delivering to the Purchaser, all of the Acquired Assets, free and clear of all liens, claims, charges, Security Interests, and encumbrances of any kind or nature.

2.2           Assumption of Assumed Liabilities. Upon and subject to the terms and conditions of this Agreement, simultaneously with the execution and delivery of this Agreement, the Purchaser is assuming and becoming responsible for the performance and satisfaction of the Assumed Liabilities. Under no circumstances will the Purchaser assume or have any responsibility with respect to any of the Excluded Liabilities. The Seller will remain responsible for the performance and satisfaction of the Excluded Liabilities.

2.3           Purchase Price and Payment.  The purchase price for the Acquired Assets shall be Nine Million Six Hundred Fourteen Thousand Six Hundred Sixty Seven Dollars (9,614,667) shares of Dutch Gold’s common stock, par value $0.001 per share (the “Shares”) and shall be delivered by Dutch Gold to the Seller at the Closing (the “Purchase Price”).

(a)           Restrictions on Transfer.  The parties acknowledge and agree that as of the Closing Date none of the Shares shall be registered under U.S. Federal or Blue Sky Laws and are intended to be issued pursuant to an exemption therefrom under Rule 506 of Regulation D, Section 4(2) of the Securities Act or other applicable exemption, shall be “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act, and may not be resold, offered for resale, transferred, pledged, distributed or otherwise hypothecated unless registered under the Securities Act and applicable Blue Sky Laws or exempt from such registration under the terms of Rule 144 or otherwise, and the Seller receives an opinion of counsel satisfactory to Seller in its reasonable discretion to the effect that such registration is not required. Each certificate representing any Shares, shall bear a legend substantially in the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 UNDER THE ACT.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHER-WISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, PROVIDED THAT THE ISSUER OF THESE SECURITIES SHALL HAVE FIRST RECEIVED AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.”

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(b)           Dutch Gold shall instruct its transfer agent to annotate the applicable records to reflect the restrictions on transfer contained in this Agreement on the Closing Date with respect to the Shares.

2.4          The Closing. The Closing is taking place simultaneously with the execution and delivery of this Agreement at the offices of the Purchaser and shall be effective as of the date first set forth above (the “Effective Time”).

2.5          Deliveries at the Closing. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:

(a)          The Seller has executed, acknowledged (if appropriate) and delivered to the Purchaser:

(i)           evidence that the consents listed in Section 6.2 have all been obtained;

(ii)          assignment agreement(s) transferring title to the Acquired Assets to the Purchaser in the form attached as Exhibit C; and

(iii)         a certificate of the Secretary of the Seller certifying and attaching all requisite resolutions or actions of the respective boards of directors and shareholders of the Seller approving the execution and delivery by the Seller of the Acquisition Documents to which they are a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the incumbency and signatures of the officers of the Seller executing the Acquisition Documents and any other document relating to the transactions contemplated by this Agreement.

(b)          The Purchaser has executed, acknowledged (if appropriate), and delivered to the Seller:

(i)           assumption agreement(s) pursuant to which the Purchaser is assuming the Assumed Liabilities in the form attached as Exhibit B; and

(ii)          a certificate of the Secretary of the Purchaser certifying and attaching all requisite resolutions or actions of the Purchaser's board of directors approving the execution and delivery of the Acquisition Documents to which it is a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the incumbency and signatures of the officers of the Purchaser executing the Acquisition Documents to which it is a party and any other document relating to the transactions contemplated by this Agreement;

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(c)          Dutch Gold has executed, acknowledged (if appropriate), and delivered to the Seller:
 

(i)           stock certificates evidencing the Shares, with all necessary transfer taxes and other revenue stamps affixed and acquired at the Purchaser’s expense; and

(ii)          a certificate of the Secretary of Dutch Gold certifying and attaching all requisite resolutions or actions of Dutch Gold’s board of directors approving the execution and delivery of the Acquisition Documents to which it is a party and the consummation of the transactions contemplated in such Acquisition Documents, and certifying to the incumbency and signatures of the officers of Dutch Gold executing the Acquisition Documents to which it is a party and any other document relating to the transactions contemplated by this Agreement.

3.           REPRESENTATIONS AND WARRANTIES OF THE SELLER.

The Seller represents and warrants to the Purchaser that, except as set forth in the disclosure schedule (the "Disclosure Schedule") attached by the Parties (it being understood that the disclosure of any fact with respect to any section of this Agreement shall be deemed to be disclosure of that fact with respect to every other section of this Agreement, provided that it reasonably ascertainable that such disclosure would reasonably apply to another section or sections of this Agreement):

3.1           Organization and Capitalization of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Seller is duly qualified to conduct business as a foreign corporation and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse effect on the Acquired Assets (a “Seller Material Adverse Effect”). The Seller has delivered to the Purchaser correct and complete copies of the charter and bylaws of the Seller (as amended to date).

3.2           Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver the Acquisition Documents to which it is a party and to perform its obligations in all respects as required by the Acquisition Documents. The board of directors and stockholders of the Seller has duly authorized the execution, delivery and performance of the Acquisition Documents to which Seller is a party. The Acquisition Documents constitute valid and legally binding obligations of the Seller, enforceable in accordance with their terms and conditions, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles.

3.3           Non-contravention. Except as disclosed in Section 3.3 of the Disclosure Schedule, neither the execution and the delivery of the Acquisition Documents, nor the consummation or performance of the transactions contemplated in the Acquisition Documents, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, or other restriction of any government, governmental agency or court to which the Seller is subject or any provision of the charter or bylaws of the Seller, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which the Seller is bound or to which any of the Acquired Assets is subject (or result in the imposition of any Security Interest upon any of its Acquired Assets) except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a Seller Material Adverse Effect, or a material adverse effect on the ability of Seller to consummate the transactions contemplated in the Acquisition Documents. Section 3.3 of the Disclosure Schedule sets forth each Governmental Authorization, and each notice to, filing with, and authorization, consent, or approval of any Governmental Body or Third Party, which is required to be obtained by the Seller in order for the Parties to consummate the transactions contemplated in the Acquisition Documents.

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3.4          Disclosure.  To Seller's Knowledge, no representation or warranty of the Seller in this Agreement or in any Schedule furnished by the Seller, or in connection with the transactions contemplated herein, contains any untrue statement of material fact or omits to state any material fact necessary in order to make the statements contained therein not misleading, and all such representations, warranties and Schedules are true.

3.5          Restricted Stock.  The Seller understands that the Shares are restricted stock, which has not been registered with the Securities and Exchange Commission, any state securities agency or any foreign securities agency, and further, the Stock has not been approved or disapproved by the Securities and Exchange Commission, any state securities agency or any foreign securities agency.

3.6          Brokers' Fees. Neither the Seller has any Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated in the Acquisition Documents.

3.7          Title to Assets. Except as set forth on Section 3.9 of the Disclosure Schedule, the Seller has good and valid title to all of the Acquired Assets, free and clear of all Security Interests or restrictions on transfer.

3.8          Tax Matters.

(a)           With respect to all Taxes, the nonpayment of which would result in a lien or other encumbrance on any of the Acquired Assets, would materially adversely affect the Mining Business or would result in Purchaser or its Affiliates becoming liable or responsible therefor, except as set forth on Section 3.10(a) of the Disclosure Schedule, (i) each of the Seller has filed on a timely basis all Tax Returns with respect to such Taxes that it was required to file; (ii) all such Tax Returns were correct and complete in all material respects; (iii) all Taxes owed by the Seller (whether or not shown on any Tax Return) on or prior to the date hereof have been paid; (iv) the Seller is not currently the beneficiary of any extension of time within which to file any Tax Return with respect to such Taxes; and (v) there are no Security Interests on any of the assets of the Seller that arose in connection with any failure (or alleged failure) to pay any such Tax.

(b)           Except as set forth on Section 3.10(b) of the Disclosure Schedule, the Seller has withheld and paid all Taxes which are due and are required to have been withheld and paid in connection with amounts paid or owing to any employee prior to the Effective Time.

(c)           Except as set forth on Section 3.10(c) of the Disclosure Schedule, the Seller has not waived any statute of limitations in respect of, or agreed to any extension of time with respect to an assessment or deficiency relating to, any Taxes, the nonpayment of which would result in a lien or other encumbrance on any of the Acquired Assets, would otherwise adversely affect the Mining Business or would result in Purchaser or its Affiliates becoming liable or responsible therefor.

(d)           Except as set forth on Section 3.10(d) of the Disclosure Schedule, no unpaid Taxes of Seller that are due have created, or will create a lien or encumbrance on any of the Acquired Assets.

3.9          Powers of Attorney. There are no outstanding powers of attorney executed by or on behalf of the Seller that could reasonably be expected to have a Seller Material Adverse Effect.

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3.10         Litigation. Section 3.12 of the Disclosure Schedule sets forth each instance in which the Seller (a) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (b) is a party or, to the Knowledge of the Seller is threatened to be made a party, to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator relating, directly or indirectly, to any of the Acquired Assets.

3.11         Financial Statements. The financial statements relating to the Mining Business previously provided by the Seller to the Purchaser, copies of which are attached as Section 3.13 to the Disclosure Schedule, in the opinion of Seller's management fairly present the financial condition of the Mining Business as of the respective dates thereof and the results of operations of the Mining Business for the periods indicated, it being understood that such financial statements have not been audited or reviewed by independent accountants and do not contain footnote disclosures and reflect assets and liabilities which are not being acquired by Purchaser.

3.12         Events Subsequent to the Balance Sheet Date. Since September 30, 2009, there has not been any material adverse change, singly or in the aggregate, in the financial condition or results of operations of the Mining Business nor has there been any event which has had or may reasonably be expected to have a material adverse effect on any of the foregoing.

3.13         Certain Liabilities.  As of the date of this Agreement, except as set forth herein, Seller has no liabilities relating to the Acquired Assets, other than (i) liabilities incurred in the ordinary course of business or consistent with past practices relating to the Acquired Assets, (ii) liabilities otherwise made known or discovered by the Purchaser in the course of Purchaser’s investigation of the Acquired Assets, and (iii) liabilities that taken together would have a material adverse effect.

3.14         Legal Compliance. Except as disclosed in Section 3.14 of the Disclosure Schedule, the Seller and their respective predecessors and Affiliates have each complied in all material respects with all laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state and local governments (and all agencies thereof) which are specifically applicable to the Mining Business. To Seller’s Knowledge, after reasonable inquiry, no release emission, or discharge into the environment of hazardous substances, as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), or air pollutants as defined under the Clean Air Act (42 U.S.C. Section 7401 et seq.), has occurred or is occurring on the properties described in Schedule 1.1 in excess of federally permitted releases or reportable quantities.  Seller has no Knowledge of any past or existing violations of any such laws, ordinances or regulation used by any governmental authority.

3.15         Title to Leases.  To Seller’s Knowledge, Seller has a good and valid right, title and interest to one hundred percent of the undivided interest in the leases granted in the mining rights to the properties described in Schedule 1.1 (the “Leases”), and all such rights are owned free and clear of any and all liens, mortgages, security interests, pledges, charges, assignments, deeds of trust, encumbrances, options, tax liens, mechanic’s lien, materialmen’s liens, or other charges or encumbrances of any kind.

3.16         Leases and Royalties.  Except for the Leases set forth in Section 1.1, the properties described in Schedule 1.1 are not subject to any leases, nor are there any royalties burdening said properties.  For purposes hereof, the term “royalties” shall mean all amounts payable as a share of the product or profit from property, and includes, without limitation, production payments, minimum royalties, overriding royalties and bonus payments.

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3.17         Payment of Production.  To Seller’s Knowledge, Seller is not presently obliged under any purchase or sale agreements, refining agreements, production agreements, production payment agreements, operating agreements, participation agreements, security agreements or any other agreements to make future deliveries of production attributable to said properties described in Schedule 1.1.

3.18         Insolvency.  Seller is not insolvent as such term is defined in the Federal Bankruptcy Code, not has it ever been insolvent at any time during the 90-day period immediately prior to the date of this Agreement.

3.19         Employees.  The Seller has no employees other than its executive officers.

4.           REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.  The Purchaser represents and warrants to the Seller that:

4.1           Organization of the Purchaser. The Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. The Purchaser is duly qualified to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse affect on the business, financial condition, operations or results of operations of the Purchaser. The Purchaser has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and to own and use the properties owned and used by it.

4.2           Authorization of Transaction. The Purchaser has full power and authority (including full corporate power and authority) to execute and deliver the Acquisition Documents to which it is a party and to perform its obligations thereunder. The board of directors of the Purchaser has duly authorized the execution, delivery, and performance of the Acquisition Documents to which the Purchaser is a party. No approval of the stockholders of the Purchaser is required in order for the Purchaser to consummate the transactions contemplated by this Agreement. The Acquisition Documents constitute the valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms and conditions.

4.3           Non-contravention. Neither the execution and the delivery of the Acquisition Documents to which it is a party, nor the consummation of the transactions contemplated in the Acquisition Documents, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Purchaser is subject or any provision of its charter or bylaws, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Purchaser is a party or by which it is bound or to which any of its assets is subject. The Purchaser does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by the Acquisition Documents.

4.4           Brokers' Fees. The Purchaser has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated in the Acquisition Documents.

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5.           REPRESENTATIONS AND WARRANTIES OF DUTCH GOLD.  Dutch Gold represents and warrants to the Seller that:

5.1           Organization of the Purchaser. Dutch Gold is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Dutch Gold is duly qualified to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the lack of such qualification would not have a material adverse affect on the business, financial condition, operations or results of operations of Dutch Gold. Dutch Gold has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and to own and use the properties owned and used by it.

5.2           Authorization of Transaction. Dutch Gold has full power and authority (including full corporate power and authority) to execute and deliver the Acquisition Documents to which it is a party and to perform its obligations thereunder. The board of directors of Dutch Gold has duly authorized the execution, delivery, and performance of the Acquisition Documents to which the Purchaser is a party. No approval of the stockholders of Dutch Gold is required in order for Dutch Gold to consummate the transactions contemplated by this Agreement. The Acquisition Documents constitute the valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms and conditions.

5.3           Non-contravention. Neither the execution and the delivery of the Acquisition Documents to which it is a party, nor the consummation of the transactions contemplated in the Acquisition Documents, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Dutch Gold is subject or any provision of its charter or bylaws, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Dutch Gold is a party or by which it is bound or to which any of its assets is subject. Dutch Gold does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by the Acquisition Documents.

5.4           Capitalization; Ownership of Shares. The authorized capital stock of Dutch Gold consists of _00,000,000 authorized shares of common stock, $0.001 par value,  and 100,000,000 authorized shares of preferred stock, $0.001 par value.  As of the Closing: (a) 96,146,668 shares of Dutch Gold's Common Stock are issued and outstanding; (b) no shares of Dutch Gold’s Preferred Stock are issued and outstanding; (c) 0 options to acquire any Dutch Gold Common Stock are outstanding; and (d) 0 warrants to purchase any Dutch Gold Common Stock are outstanding.  The Shares issued to the Seller pursuant to the terms of this Agreement will be duly authorized, validly issued, fully paid and nonassessable.  None of such Shares will be issued to the Sellers in violation of any preemptive or preferential rights of any Person.

5.5           No Liens on Shares.  The Shares when issued to the Seller pursuant  to the terms of this  Agreement  (a) will be free and clear of any liens, restrictions, security interests, claims, rights of another, or  Encumbrances  of  any  kind  whatsoever;  (b)  will  not be  subject  to any outstanding options,  warrants,  calls, or similar rights of any other person to acquire the same;  and (c) will not be subject to any  restrictions on transfer thereof.  Dutch Gold has the full power and authority to convey, and will convey to the Sellers, good and marketable title to the Shares, free and clear of all such liens, restrictions, security interests, claims, rights of another or Encumbrances of any kind whatsoever.

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17.1                    5.6           Authorization to Convey the Shares.  Dutch Gold has full power and authority to sell, convey, assign and transfer the Shares to the Seller and otherwise consummate the transactions contemplated by this Agreement. The Seller shall acquire good and marketable title to the Shares, free and clear of all Liens. The Shares will be legally issued, fully paid and non-assessable and shall not be issued in violation of the pre-emptive or other rights of any other person. No authorization, approval or consent of any third party is required for the lawful execution, delivery and performance of this Agreement by Dutch Gold.

6.            CONDITIONS PRECEDENT TO PURCHASER'S AND DUTCH GOLD’S OBLIGATION TO CLOSE.

The obligation of Purchaser and Dutch Gold to purchase the Acquired Assets and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser and Dutch Gold, in whole or in part, in writing):

6.1          Accuracy of Representations. The representations and warranties of Seller set forth in Section 3 that refer specifically to and are made as of the date of this Agreement shall have been accurate as of the date of this Agreement, and all other representations and warranties of Seller set forth in Section 3 shall be accurate as of the Closing Date as if made on and as of the Closing Date provided, however, that, for purposes of this Section 6.1, any inaccuracies in the representations and warranties of Seller will be disregarded unless all such inaccuracies, considered collectively, have a material adverse effect on the value of the Acquired Assets taken as a whole.

6.2          Consents. Seller will obtain the following Consents to the transactions contemplated by this Agreement and the Acquisition documents.

(a)           ;________None.______________________;

6.3          Performance of Covenants. Seller shall have performed, in all material respects, all covenants required by this Agreement to be performed by Seller on or before the Closing Date.

6.4          Additional Documents. Each of the following additional documents shall have been delivered to Purchaser:

(a)           a certificate, executed by an executive officer of Seller, confirming that, to the actual knowledge of such executive officer, the conditions set forth in Sections 6.1 and 6.2 have been satisfied;

(b)           such bills of sale, assignments and other instruments as Seller may be required to execute in order to evidence and effectuate the transfer of the Acquired Assets to Purchaser; and

(c)           such good standing certificates and other similar documents as Purchaser and Dutch Gold may reasonably request to ensure that the actions required to be taken by Seller at the Closing have been properly authorized.

6.5          No Restraints. No injunction or other order preventing the consummation of the transactions contemplated by this Agreement shall have been issued since the date of this Agreement by any court of competent jurisdiction and shall remain in effect; and no Legal Requirement that makes consummation of the transactions contemplated by this Agreement illegal shall have been enacted or adopted since the date of this Agreement and shall remain in effect.

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7.           CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE.

Seller's obligation to sell and transfer the Acquired Assets to Purchaser and to take the other actions required to be taken by Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Seller, in whole or in part, in writing):

7.1          Accuracy of Representations.  The representations and warranties set forth in Section 4 and 5 shall be accurate in all material respects as of the Closing Date provided, however, that, for purposes of this Section 7.1, any inaccuracies in the representations and warranties of Purchaser and Dutch Gold, as the case may be, will be disregarded unless all such inaccuracies, considered collectively, have a material adverse effect on the business, assets (tangible or intangible), liabilities or operations of the Purchaser.

7.2          Performance of Covenants.  Purchaser shall have performed, in all material respects, all covenants required by this Agreement to be performed by Purchaser on or before the Closing Date.

7.3          Additional Documents.

(a)           A certificate, executed by an executive officer of each the Purchaser and Dutch Gold, confirming that, to the actual knowledge of such executive officer, the conditions set forth in Sections 7.1 and 7.2 have been satisfied; and

(b)           such good standing certificates and other similar documents as Seller may reasonably request to ensure that the actions required to be taken by Purchaser at the Closing have been properly authorized.

7.4          No Restraints. No injunction or other order preventing the consummation of the transactions contemplated by this Agreement shall have been issued since the date of this Agreement by any court of competent jurisdiction and shall remain in effect; and no Legal Requirement that makes consummation of the transactions contemplated by this Agreement illegal shall have been enacted or adopted since the date of this Agreement and shall remain in effect.

8.            POST-CLOSING COVENANTS. The Parties agree with respect to the period following the Closing:

8.1           General; Access.  If at any time after the Closing, any further action is necessary or desirable to carry out the purposes of the Acquisition Documents, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor).

8.2           Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under the Acquisition Documents or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction occurring prior to the Effective Time involving the Seller, each of the other Parties will cooperate with each other and their counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor).

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8.3          Tax Matters. The following provisions shall govern the allocation of responsibility as between the Purchaser and the Seller for certain tax matters following the Closing Date:

(a)           The Purchaser and the Seller shall cooperate fully, as and to the extent reasonably requested by the other, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other's reasonable request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided. The Seller and the Purchaser agree (i) to retain all books and records with respect to Tax matters relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Purchaser or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the party so requests, to allow the other party to take possession of such books and records.

8.4          SEC Reports. Seller will: (i) promptly deliver to the Purchaser a copy of each report or other document filed with the SEC on behalf the Seller during the Pre-Closing Period; and (ii) seek the prior approval of the Purchaser prior to filing any current reports with the SEC disclosing the Transaction.

9.           INDEMNIFICATION AND RELATED MATTERS.

9.1          Survival.  Subject to Section 9.2(c), all representations, warranties, covenants and agreements set forth in this Agreement or in any writing delivered in connection with this Agreement will survive the Closing Date and the consummation of the transactions contemplated hereby and will not be affected by any examination made for or on behalf of the Purchaser or Dutch Gold, the Knowledge of any of its officers, directors, stockholders, employees or agents, or the acceptance of any certificate or other writing.

9.2          Indemnification.

(a)          The Seller agrees to indemnify Dutch Gold, its officers, directors, affiliates and stockholders (“the “Dutch Gold Group) and the Purchaser, its officers, directors, affiliates and stockholders (the “Purchaser Group”) and hold them harmless from and against any loss, liability, deficiency, damage or expense (including, without limitation, legal expenses and costs and including interest and penalties, but excluding punitive damages (other than punitive damages awarded to third parties) and lost profits resulting from business interruptions) (a “Loss”) which the Purchaser Group and/or Dutch Gold Group may suffer, sustain or become subject to, as a result of (i) the breach by the Seller of any representation or warranty made by the Seller contained in this Agreement, any schedule or exhibit hereto or any certificate delivered by or on behalf of the Seller to the Purchaser or Dutch Gold in connection with the Closing, (ii) the breach by the Seller of any covenant or agreement made by the Seller contained in this Agreement, any schedule or exhibit hereto or any certificate delivered by or on behalf of the Seller to Purchaser or Dutch Gold in connection with the Closing, (iii) any claims of any brokers or finders claiming by, through or under Seller or in respect of the transactions contemplated herein, (iv) any Taxes of the Seller with respect to any taxable periods (or portions thereof) ending on or prior to the Closing Date.  The Seller shall be responsible for paying the Seller’s Pro Rata Share of any Losses suffered or sustained by any member of the Purchaser Group and/or Dutch Gold Group.

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(b)           The Seller will be liable to the Purchaser Group and Dutch Gold Group with respect to claims referred to in Section 9.2(a)(i) above only if Purchaser or Dutch Gold, as the case may be, delivers to the Seller Representative written notice thereof no later than the date which is eighteen months after the Closing Date.  Notwithstanding anything herein to the contrary, the foregoing limitation shall not apply in the event of any breach of a representation and warranty by or on behalf of the Seller that constitutes fraud or intentional misrepresentation.

(c)           The Purchaser agrees to indemnify the Seller and hold Seller harmless from and against any Loss which the Seller may suffer, sustain or become subject to, as the result of (i) a breach of any representation nor warranty made by the Purchaser contained in this Agreement, any schedule or exhibit hereto or any certificate delivered by or on behalf of the Purchaser in connection with the Closing and (ii) a breach of any covenant or agreement made by Purchaser contained in this Agreement, any schedule or exhibit hereto or any certificate delivered by or on behalf of Purchaser.

(d)           Dutch Gold agrees to indemnify the Seller and hold Seller harmless from and against any Loss which the Seller may suffer, sustain or become subject to, as the result of (i) a breach of any representation nor warranty made by Dutch Gold contained in this Agreement, any schedule or exhibit hereto or any certificate delivered by or on behalf of Dutch Gold in connection with the Closing and (ii) a breach of any covenant or agreement made by Dutch Gold contained in this Agreement, any schedule or exhibit hereto or any certificate delivered by or on behalf of Purchase

(e)           If a party hereto seeks indemnification under this Section 9.2, such party (the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party”) of the facts and circumstances giving rise to the claim. In that regard, if any suit, action, claim, liability or obligation shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Section 9.2, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in reasonable detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party, if it so elects (except that the Indemnifying Party may not so elect without the Indemnified Party’s consent unless (i) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for the entire amount of any Loss relating thereto (without deduction, offset or limitation by operation of any provision hereof), (ii) the Indemnifying Party provides reasonable evidence to the Indemnified Party of its financial ability to satisfy its indemnification obligations, (iii) the suit, action, claim, liability or obligation does not seek to impose any liability or obligation upon the Indemnified Party other than for money damages, and (iv) such suit, action, claim, liability or obligation does not relate to the Indemnified Party’s relationship with its customers, suppliers or employees) shall assume and control the defense thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses. If the Indemnifying Party elects to assume and control the defense, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (y) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (z) the Indemnifying Party has failed to assume the defense and employ counsel. The Indemnifying Party shall not be liable for any settlement of any action or proceeding, the defense of which it has elected to assume, which settlement is effected without the written consent of the Indemnifying Party. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any action or proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against loss or liability by reason of such settlement or judgment in accordance with this Section.

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(e)           Subject to the terms and conditions set forth in this Section 9.2, in the event that a party is finally determined to be entitled to indemnification for any Losses pursuant to this Section 9.2, then such Indemnified Party may, at its option, setoff all or any portion of such Losses against any amounts due or to become due to the Indemnifying Party, whether pursuant to this Agreement or otherwise.

(f)           The amount of Losses for which the Indemnifying Party may be liable under this Section 9.2 shall be the net amount of the Losses suffered by the Indemnified Party after deducting any proceeds actually received by the Indemnified Party in respect of such Losses under applicable insurance policies (determined, without duplication, after giving effect to any increases in premiums resulting therefrom) or from any other third Person responsible therefor. To the extent any such proceeds are received by the Indemnified Party with respect to a particular indemnified Loss after any such indemnity payment is made by the Indemnifying Party to the Indemnified Party with respect thereto, the Indemnified Party shall reimburse the Indemnifying Party when and as such proceeds are received with respect to such particular indemnified Loss.

(g)           The amount of any Loss for which indemnification is provided under this Section 9.2 shall be net of any Tax benefits of the Indemnified Party arising directly from such matter for which an indemnity claim was made, but only as and when realized in cash by the Indemnified Party and only if such benefits are actually realized by such Indemnified Party on or before the first anniversary of the date on which the Indemnified Party makes the claim for indemnification in respect of such Loss.

9.3           Arbitration. Waiver of Jury Trial.    Any dispute among any of the Parties arising out of or in connection with this Agreement, shall be settled by arbitration under the Rules of the American Arbitration Association for Commercial Disputes and shall be placed on an expedited or fast track basis.  The number of arbitrators shall be one (1) if all parties to the dispute agree on the arbitrator.  If there is a disagreement on selection of a sole arbitrator, the number of arbitrators then shall be three (3), with the arbitrators to be appointed in accordance with the Rules from a panel of arbitrators in New York, New York.  The place of arbitration shall be in New York, New York, and each Party hereby irrevocably agree to submit to and not contest personal jurisdiction.  The arbitral award shall state the reasons for the award, and attorneys’ fees shall be awarded to the prevailing party as determined by the arbitrator(s).  Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, and shall be binding on the parties hereto.  Each Party irrevocably waives to the extent permitted by law, all rights to trial by jury and all rights to immunity by sovereignty or otherwise in any action, proceeding or counterclaim arising out of or relating to this Agreement.

10.0        MISCELLANEOUS.

10.1         Press Releases and Public Announcements. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or any rule or regulation of the Securities and Exchange Commission (in which case the disclosing Party will use its reasonable best efforts to advise the other Party prior to making the disclosure, and to allow such other Party the opportunity to review and comment on such disclosure).

10.2         No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

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10.3         Entire Agreement. This Agreement and the other Acquisition Documents (including the documents referred to herein) constitute the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof.

10.4         Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party; provided, however, that the Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).

10.5         Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

10.6         Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

10.7         Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient.

10.8         Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada.

10.9         Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Purchaser and the Seller. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

10.10       Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

10.11       Expenses. Each of the Purchaser and the Seller will bear its own costs and expenses (including legal and accounting fees and expenses) incurred in connection with this Agreement and the transactions contemplated herein; provided, that any sales Tax, use Tax, documentary stamp Tax or similar Tax attributable to the sale or transfer of the Acquired Assets shall be paid by the Purchaser.

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10.12       Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including without limitation. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant.  References to the singular shall include the plurals and vice versa.

10.13       Incorporation of Exhibits and Schedules. The Exhibits, Glossary of Terms, and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

10.14       Specific Performance. Each of the Parties acknowledges and agrees that the other Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which it may be entitled, at law or in equity.

The Parties hereto irrevocably agree and consent that all disputes concerning this Agreement or any claim or issue of any nature (whether brought by the Parties hereto or by any other person whatsoever) arising from or relating to this Agreement or to the corporate steps taken to enter into it (including, without limitation, claims for alleged fraud, breach of fiduciary duty, breach of contract, tort, etc.) which cannot be resolved within reasonable time through discussions between the opposing entities, shall be resolved solely and exclusively by means of arbitration to be conducted in Miami, Florida, which arbitration will proceed in accordance with the rules of the American Arbitration Association (or any successor organization thereto) then in force for resolution of commercial disputes.

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IN WITNESS WHEREOF, the Parties hereto have executed this Asset Purchase Agreement as of the date first above written.

AULTRA GOLD, INC.		DUTCH GOLD RESOURCES, INC.
By:	/s/ Rauno Perttu	By:	/s/ Daniel W. Hollis
	Name:  Rauno Perttu		Name: Daniel W. Hollis
	Title: Chief Executive Officer		Title: Chief Executive Officer
DGRI AGDI ACQUISITION CORPORATION
By:	/s/ Daniel W. Hollis
	Name: Daniel W. Hollis
	Title: President

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EX-10.2

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made this January 6, 2010 by and among DUTCH GOLD RESOURCES, INC., a publicly-owned Nevada Corporation (the “Buyer”), Rauno Perttu, Strategic Minerals Inc., a Nevada corporation, and Aultra Gold Capital Inc., a Turks and Caicos corporation  (collectively, the “Seller”).

WITNESSETH

WHEREAS, the Seller is the holder of Six Million Four Hundred Forty Two Thousand Five Hundred (6,442,500) issued and outstanding shares of the common stock of Aultra Gold, Inc., a publicly-owned Nevada corporation (the “Company”), with a class of Securities registered pursuant to the Securities Act of 1933, as amended, whose shares of common stock, par value $0.001 per share (the “Common Stock”) are traded on the over the counter Bulletin Board under the symbol “AGDI”; and

WHEREAS, the Buyer wishes to purchase from the Seller, and the Seller wishes to sell to the Buyer, Six Million Four Hundred Forty Two Thousand Five Hundred (6,442,500) of the shares of Common Stock held by the Seller (the “Shares”) in consideration the issue of One Million Shares of common shares of Buyer;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants, agreements and warranties herein contained and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

1. Definitions.

The following terms shall have the following meanings for the purposes of this Agreement:

(a)           “Affiliate” means, with respect to any specified Person,

(i)            any other Person which, directly or indirectly, owns or controls, is under common ownership or control with, or is owned or controlled by, such specified Person;

(ii)           any other Person which is a director, officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities of the specified Person or a Person described in clause (a) of this paragraph;

(iii)          another Person of which the specified Person is a director, officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities; or

(iv)          any relative or the spouse of the specified Person or any of the foregoing Persons.

 (b)          “Business Day” means any day of the year other than:

(i) any Saturday or Sunday, or

(ii) any day which is a Legal Holiday as declared to be such by federal law.

(c)           “Closing” means the consummation(s) of the transactions contemplated herein.

(d)           “Closing Date” means the date on which the Closing occurs.

(e)           “Contract” means any contract, lease, commitment, understanding, sales order, purchase order, agreement, indenture, mortgage, note, bond, right, warrant, instrument, plan, permit or license, whether written or oral.

(f)            “Dollars” or numbers preceded by the symbol “$” means amounts in United States Dollars.

(g)           “Governmental Authority” means the government of the United States or any foreign country or any state or political subdivision thereof and any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

(h)           “Law” or “Laws” means any law, statute, regulation, ordinance, rule, order, decree, judgment, consent decree, settlement agreement or governmental requirement enacted, promulgated, entered into, agreed or imposed by any Governmental Authority.

(i)            “Lien” means any mortgage, lien, charge, restriction, pledge, security interest, option, lease or sublease, claim, right of any third party, easement, encroachment or encumbrance.

(j)            “Loss” or “Losses” means any and all liabilities, losses, costs, claims, damages (including consequential damages), penalties and expenses (including attorneys’ fees and expenses and costs of investigation and litigation). In the event any of the foregoing are indemnifiable hereunder, the terms “Loss” and “Losses” shall include any and all attorneys’ fees and expenses and costs of investigation and litigation incurred by the Indemnified Person in enforcing such indemnity. No Loss shall be reduced by reason of tax benefits allegedly enjoyed as a result of such Loss by an Indemnified Party.

(k)           “Person” means any individual, corporation, proprietorship, firm, partnership, limited partnership, trust, association or other entity, including a government or government department, agency or instrumentality.

(l)            “Parties” shall mean the Buyer and the Seller, collectively.

(m)          “Securities Act” means the Securities Act of 1933, as amended.

(n)           “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(o)           “Security” or “Securities” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, reorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

(p)           “Taxes” means all taxes, charges, fees, duties, levies or other assessments, including income, gross receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, value added, stamp, leasing,  lease, user, transfer, fuel, excess profits, occupational, interest equalization, windfall profits, severance, employee's income withholding, other withholding, unemployment and Social Security taxes, which are imposed by any Governmental Authority, and such term shall include any interest, penalties or additions to tax attributable thereto.

ARTICLE II

SALE AND PURCHASE OF SHARES

2.1          Sale and Purchase of Shares.

(a)           The Seller hereby agrees to sell to the Buyer the Shares, which represent approximately Sixty-Seven Percent (67%) of the issued and outstanding shares of capital stock of the Company, free and clear of all Liens, and the Buyer hereby agrees to purchase all such Shares, subject to the terms and conditions of this Agreement, in consideration for: (i) the issuance of One Million (1,000,000) newly-issued shares of the Buyer’s common stock, par value $0.001 per share (the “Purchase Shares”); and (ii) other good and valuable considerations, receipt of which is acknowledged herein (the “Purchase Price”).

(b)           On the Closing Date, the Buyer shall deliver the Purchase Shares and the Indebtedness Retirement and the Seller shall deliver the Shares in their collective possession and medallion guaranteed stock powers for all the Shares to the Buyer.  The Buyer acknowledges that 24,325,000 of the pre-reverse split Shares are currently being held without permission by Randall Lanham, an attorney in California located at 28562 Oso Parkway, Suite D, Rancho Santa Margarita, California 92688

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

3.1           Ownership of Securities.  Except as set forth herein, the Seller is the owner, beneficially and of record, of the Shares, free and clear of any adverse claim, lien, option, charge, security interest or encumbrance of any nature whatsoever (collectively, the “Liens”). The Seller is allowed to sell the Shares in a private transaction without volume limitation.

3.2           Authorization to Convey the Shares.  Except as set forth herein, the Seller has full power and authority to sell, convey, assign and transfer the Shares to the Buyer and otherwise consummate the transactions contemplated by this Agreement and receive payment for the Shares as contemplated by this Agreement. The Buyer shall acquire good and marketable title to the Shares free and clear of all Liens. No authorization, approval or consent of any third party is required for the lawful execution, delivery and performance of this Agreement by the Seller.

3.3           Non-contravention.  This Agreement constitutes a valid and legally binding obligation of the Seller, enforceable against it in accordance with its terms.  Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby in the manner herein provided, will constitute a violation of or default under, or conflict with, any judgment, decree, statute or regulation or any governmental authority applicable to the Seller or any contract, commitment, agreement or restriction of any kind to which the Seller is a party or by which its assets are bound.  The execution and delivery of this Agreement does not, and the consummation of the transactions described herein will not, violate applicable law, or any mortgage, lien, agreement, indenture, lease or understanding (whether oral or written) of any kind outstanding relative to the Seller.

3.4           Approval of Agreement. This Agreement is the legal, valid, and binding obligation of the Seller enforceable in accordance with its terms.

3.5           Governmental Authorizations.  The Seller is not required to obtain authorization, approval, consent, or order of, or make a registration or filing, with, any court or other governmental body in connection with the execution and delivery by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby.

3.6           No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated hereby, will not result in the breach of any term or provision of, constitute an event of default under, or require the consent or approval of any third-party pursuant to, any material contract, agreement, or instrument to which the Seller is a party.

3.7           No Misrepresentations.  None of the information contained in the representations and warranties of the Seller set forth in this Agreement contains  any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein not misleading.

3.8           No Distribution.  The Shares were not (i) purchased by the Seller, for cash or service from the Company with a view to distribution or (ii) are being sold for the Company in connection with a distribution.  Furthermore, the Seller is not participating in a distribution by the Company.

3.9           Financial Disclosure.  That the Financial Statements of the Company contained in its periodic filings with the Securities and Exchange Commission are true and accurate, and that there are no claims, creditors, liens or encumbrances of any kind, nature or description that are not contained on the financial statements.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

In order to induce the Seller to enter into this Agreement, the Buyer represents and warrants to the Seller, as at the date of this Agreement and as at the Closing Date (as if such representations and warranties were remade on the Closing Date), as follows:

4.1           The Buyer understands that the Shares are restricted stock, which has not been registered with the Securities and Exchange Commission, any state securities agency or any foreign securities agency, and further, the Stock has not been approved or disapproved by the Securities and Exchange Commission, any state securities agency or any foreign securities agency.

4.2           The Buyer is acquiring the Shares solely for investment for his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of any federal securities act, state securities act or any other applicable federal or state laws;

4.3           The Buyer understands the speculative nature and risks of investments associated with the Shares, and confirms that the Shares would be suitable and consistent with his or her to bear the risks of this investment; and that there is no public market for the stock subscribed for herein.

ARTICLE V

COVENANTS

5.1           Resignation as Officer and Director.  Rauno Perttu shall resign as an officer and director of the Company and tender his resignation from such positions effective as of the Closing Date.

5.2           Exclusivity.  The Seller shall not shall, directly or indirectly, solicit, initiate, encourage, respond favourably to, permit or condone inquiries or proposals from, or provide any Confidential Information to, or participate in any discussions or negotiations with, any person (other than the Buyer, and the respective directors, officers, employees, representatives and agents) concerning:

(i)            any merger, sale of assets not in the ordinary course of business, acquisition, business combination, change of control or other similar transaction involving the Company, or

(ii)           any purchase or other acquisition by any person of the Shares, or

(iii)          any sale, or issuance by the Company of any shares of its Securities.

5.3           The Seller will promptly advise the Buyer of, and communicate to the Buyer, the terms and conditions of (and the identity of the Person making), any such inquiry or proposal received.

5.4           The Seller not to Inhibit. Neither the Seller nor the Company will take any action (nor omit to take any action) which would adversely affect the ability of the Seller to sell and convey the Shares to the Buyer or adversely affect the business or business prospects of the Company.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER

The obligations of the Buyer under this Agreement are subject to the satisfaction or waiver by the Buyer of the following conditions precedent on or before the Closing Date unless otherwise specified:

6.1           Warranties True as of Both Present Date and Closing Dates. The representations and warranties of the Seller contained herein shall have been accurate, true and correct on and as of the date of this Agreement, and shall also be accurate, true and correct on and as at the Closing Date with the same force and effect as though made by the Seller on the Closing Date.

6.2           Compliance with Agreements and Covenants.  The Seller shall have performed and complied with all of its respective covenants, obligations and agreements contained in this Agreement to be performed and complied with by them on or prior to the Closing Date.

6.3           Actions or Proceedings.  No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER

The obligations of the Seller under this Agreement are subject to the satisfaction or waiver by the Seller of the following conditions precedent on or before the Closing Date:

7.1           Warranties True as of Both Present Date and Closing Date.  The representations and warranties of the Buyer contained herein shall have been accurate, true and correct on and as of the date of this Agreement, and shall also be accurate, true and correct on and as at the Closing Date with the same force and effect as though made by the Buyer on the Closing Date.

7.2           Compliance with Agreements and Covenants. The Buyer shall have performed and complied with all of its respective covenants, obligations and agreements contained in this Agreement to be performed and complied with by it on or prior to the Closing Date.

7.3           Actions or Proceedings.  No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby.

ARTICLE VIII

THE CLOSING

8.1          The Closing.

(a)           The Closing shall be scheduled to occur at 12:00 noon at the offices of the Buyer, on or before ten days from the date first set forth above (the “Termination Date”), or on such later date as the Parties hereto shall mutually agree.

(b)           The Closing, and all transactions to occur at the Closing, shall be deemed to have taken place at, and shall be effective as of, the close of business on the Closing Date.

8.2           Deliveries by the Seller.

At the Closing, in addition to any other documents or agreements required under this Agreement, the Seller shall deliver to the Buyer the following:

(a)           Certificates evidencing the Shares, and medallion guaranteed stock powers executed in blank, with all signatures medallion guaranteed and with all necessary transfer taxes and other revenue stamps affixed and acquired at the Seller’s expense;

(c)           The written resignation of Rauno Perttu;

(d)           Evidence, in form satisfactory to the Buyer, that all consents and approvals have been obtained;

(e)           A certificate dated as at the Closing Date of the Seller certifying as to the compliance by the Seller with Sections 6.1 and 6.2;

(f)           The Certificate of Incorporation or similar instruments of the Company certified by the Secretary of State or equivalent Person of the jurisdiction of incorporation of the Company, and By-laws or similar instruments of the Company, certified by the Secretary of the Company;

(g)           Certificates of Good Standing for the Company from the State of Nevada;

8.3          Deliveries by the Buyer. At the Closing, the Buyer shall deliver to the Seller the following:

(a)           the Purchase Price;

(b)           A certificate dated at the Closing Date, of an executive officer of the Buyer, certifying as to compliance by the Buyer as the case may be, with Sectios 7.1 and 7.2.

ARTICLE IX

TERMINATION

9.1           Termination.  This Agreement may be terminated at any time on or prior to the Closing Date:

(a)           By the mutual consent of the Seller and the Buyer;

(b)           By the Seller or the Buyer, if the Closing shall not have taken place on or before the Termination Date; provided however, that the right to terminate this Agreement under this Section 10.1 (b) shall not be available to any Party whose wilful failure to fulfil any obligation under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date;

(c)           By the Buyer, if there shall have been a breach of any covenant, representation or warranty or other agreement of the Seller hereunder, and such breach shall not have been remedied within ten (10) business days after receipt by the Seller of a notice in writing from the Buyer specifying the breach and requesting such be remedied; or

(d)           By the Seller, if there shall have been a breach of any covenant, representation or warranty or other agreement of the Buyer hereunder, and such breach shall not have been remedied within ten (10) business days after receipt by the Buyer of notice in writing from the Seller specifying the breach and requesting such be remedied.

9.2            Effect of Termination.  If this Agreement is terminated pursuant to Section 10.1, all obligations of the Parties hereunder shall terminate, except for the obligations set forth in Article X, which shall survive the termination of this Agreement, and except that no such termination shall relieve any party from liability for any prior wilful breach of this Agreement.

ARTICLE X

INDEMNIFICATION

10.1         Seller hereby agrees to indemnify Buyer and each of its officers, agents and directors as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement. The indemnification provided for in this paragraph shall survive the Closing.

10.2         Buyer hereby agrees to indemnify Seller against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made under this Agreement. The indemnification provided for in this paragraph shall survive the Closing.

ARTICLE XI

MISCELLANEOUS

11.1         Expenses.  The Seller shall pay all expenses of the Seller and the Company (including attorneys’ fees and expenses), and the Buyer shall pay all expenses of the Buyer (including attorneys’ fees and expenses), in each case incurred in connection with this Agreement and the transactions contemplated hereby.

11.2         Amendment.  This Agreement may be amended, modified or supplemented but only in writing signed by each of the Parties hereto.

11.3         Notices.

Any notice, request, instruction or other document required by the terms of this Agreement to be given to any other Party hereto shall be in writing and shall be given either

(a)           by telephonic facsimile, in which case notice shall be presumptively deemed to have been given at the date and time displayed on the sender’s transmission confirmation receipt showing the successful receipt thereof by the recipient;

(b)           by hand delivery or Federal Express or other method in which the date of delivery is recorded by the delivery service, in which case notice shall be presumptively deemed to have been given at the time that records of the delivery service indicate the writing was delivered to the addressee;

(c)           by prepaid telegram, in which case notice shall be presumptively deemed to have been given at the time that the records of the telegraphic agency indicate that the telegram was telephoned or delivered to the recipient or addressee, as the case may be; or

(d)           by U.S. mail to be sent by registered or certified mail, postage prepaid, with return receipt requested, in which case notice shall be presumptively deemed to have been given forty-eight (48) hours after the letter was deposited with the United States Postal Service.

11.4         Waivers.

(a)           The failure of a Party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same.

(b)           No waiver by a Party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty.

11.5         Counterparts.

This Agreement may be executed in one or more counterparts, and by different Parties hereto in separate counterparts, each of which when so executed shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.6         Interpretation.

(a)           The headings preceding the text of Articles and Sections included in this Agreement and the headings to Exhibits attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement.

(b)           The use of the masculine, feminine or neuter gender herein shall not limit any provision of this Agreement. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation”, respectively.

(c)           Consummation of the transactions contemplated herein shall not be deemed a waiver of a breach of or inaccuracy in any representation, warranty or covenant or of any party's rights and remedies with regard thereto.

(d)           No specific representation, warranty or covenant contained herein shall limit the generality or applicability of a more general representation, warranty or covenant contained herein.

(e)           A breach of or inaccuracy in any representation, warranty or covenant shall not be affected by the fact that any more general or less general representation, warranty or covenant was not also breached or inaccurate.

11.7         Assignment.

(a)           This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective estates, heirs, legal representatives, successors and assigns.

(b)           No assignment of any rights or obligations hereunder may be made by the Seller or by the Company without the prior written consent of the Buyer.

11.8         No Third-Party Beneficiaries.   This Agreement is solely for the benefit of the Parties hereto and, to the extent provided herein, their respective estates, heirs, successors, Affiliates, directors, officers, employees, agents and representatives, and no provision of this Agreement shall be deemed to confer upon other third parties any remedy, claim, liability, reimbursement, cause of action or other right.

11.9         Publicity.  Prior to the Closing Date, except as required by Law or the rules of any stock exchange, no public announcement or other publicity regarding the transactions referred to herein shall be made by the Buyer, the Seller, the Company or any of their respective Affiliates, officers, directors, employees, representatives or agents, without the prior written agreement of the Buyer and the Seller, in any case, as to form, content, timing and manner of distribution or publication; provided, however, that nothing in this Section shall prevent such parties from discussing such transactions with those Persons whose approval, agreement or opinion, as the case may be, is required for consummation of such particular transaction or transactions.

11.10       Further Assurances.   Upon the reasonable request of the Buyer, the Seller will on and after the Closing Date execute and deliver to the Buyer such other documents, releases, assignments and other instruments as may be required to effectuate completely the transfer and assignment to the Buyer of, and to vest fully in the Buyer title to, the Shares, and to otherwise carry out the purposes of this Agreement.

11.11       Severability.  If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforce ability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

11.12       Remedies Cumulative.   Unless otherwise specified, the remedies provided in this, Agreement shall be cumulative and shall not preclude the assertion or exercise of any other rights or remedies available by law, in equity or otherwise.

11.13       Entire Understanding.  This Agreement and the Related Agreements set forth the entire agreement and understanding of the Parties hereto and supersede any and all prior agreements, arrangements and understandings among the Parties.

11.14       Applicable Law; Resolution of Disputes; Venue.

(a)           This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada without giving effect to the, principles of conflicts of Law thereof.

(b)           JURISDICTION AND VENUE; WAIVER OF JURY TRIAL.  This Agreement is subject to the exclusive jurisdiction of the courts of the State of Nevada and of the United States of America  without reference to conflict of law principles.  THE PARTIES HEREBY (I) AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND (II) WAIVE ANY RIGHT TO TRIAL BY JURY TO THE FULLEST EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY AND KNOWINGLY AND VOLUNTARILY GIVEN, BY EACH OF THE PARTIES HERETO.

(c)           Each entity or Party involved in litigation or arbitration shall be responsible for its own costs and expenses of any litigation or arbitration proceeding, including its own attorney's fees (for any litigation, arbitration, and any appeals).

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IN WITNESS WHEREOF, the Parties hereto have executed this Stock Purchase Agreement as of the date first above written.

RAUNO PERTTU
STRATEGIC MINERALS, INC.
By:	/s/ Rauno Perttu
Name:	Rauno Perttu
Title:	Chief Executive Officer
AULTRA GOLD, INC.
By:	/s/ Rauno Perttu
Name:	Rauno Perttu
Title:	Chief Executive Officer
DUTCH GOLD RESOURCES INC.
By:	/s/ Daniel W. Hollis
Name:	Daniel W. Hollis
Title:	Chief Executive Officer

SCHEDULE A

Name	Number of Shares
Rauno Perttu	3,510,000
Strategic Minerals Inc.	2,000,000
Aultra Gold Capital Inc.	932,500