CHALICE MINING LIMITED — M&A Activity 2013

Oct 31, 2013

Suite 504 – 602 West Hastings Street Vancouver, BC V6B 1P2

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Tel: 604-632-9915 Fax: 604-632-9925

For Immediate Release November 1, 2013 Vancouver, British Columbia TSX Venture Exchange: CYY Australian Securities Exchange: CYY

CHALICE GOLD MINES AND COVENTRY RESOURCES AGREE TO REVISED DEAL STRUCTURE

Coventry Resources Inc. (ASX: CYY; TSXV: CYY; “Coventry”) and Chalice Gold Mines Limited (TSX: CXN; ASX: CHN; “Chalice”) advise that Chalice has completed due diligence to its satisfaction, and that the parties have agreed to amend the structure and terms of the proposed merger as announced on 30 September 2013.

Under the revised deal structure (the "Transaction"), which will proceed by a plan of arrangement under the British Columbia Business Corporations Act , Chalice will now issue 46 million shares to acquire a 100% interest in Coventry’s subsidiary companies (“Coventry Subsidiaries”) holding the Cameron Gold Project, the West Cedartree assets, the Rainy River Project and the Ardeen Gold Project (“the Transaction”), with the Chalice shares being distributed directly to Coventry shareholders on a pro rata basis .

The conditions precedent to completing the Transaction include the following:

• The receipt of all necessary regulatory and other approvals, including those of the Toronto Stock Exchange, the TSX Venture Exchange and the Australian Securities Exchange and as may be required under appropriate mining legislation relevant to the projects of the Coventry Subsidiaries;

• Shareholders of Coventry approving the Transaction by the affirmative vote of the holders of at least two thirds of eligible security holders present and voting in person or by proxy at a meeting of such security holders. ;

• Shareholder approval of Chalice, if necessary;

• The unanimous recommendation (of the Transaction) of the Coventry Board, in the shareholder meeting documents and at the appropriate shareholders’ meeting of Coventry (subject to any fiduciary duty carve-outs);

• Court approval of the Transaction as required under the British Columbia Business Corporations Act;

• Intercompany loan balances between the Coventry Subsidiaries and other entities within the Coventry group being settled or forgiven in the most tax effective manner;

• Other customary conditions precedent, including the absence of a material adverse change in the business affairs and financial conditions of the Coventry Subsidiaries; and

• The absence of a material adverse change in the business affairs, financial conditions and the like of Chalice and no prescribed occurrence in relation to Chalice having taken place.

If the conditions relating to regulatory and shareholder approvals are not obtained within 90 days of the date hereof then either Coventry or Chalice shall be at liberty to terminate the Arrangement Agreement (“AA”) by notice in writing to the other party.

The proposed Transaction has the unanimous support of the Board of Directors of both Coventry and Chalice. The Board of Directors of Coventry has advised Chalice that, in the absence of an unfavourable fairness opinion or a superior offer, it will unanimously recommend that its shareholders vote in favour of the proposed Transaction.

A formal AA will be signed in the immediate future. The AA will contain customary non-solicitation and right to match provisions. For further details on the Transaction please refer to the final Term Sheet attached (Appendix A).

This modified Transaction is a consequence of the previously disclosed contingent liability associated with a 2007 drilling contract in Paraguay, the subject of planned arbitration proceedings, remaining unresolved. Coventry’s legal advice is there is little merit to the claim and Coventry believes that it is in the best interest of Shareholders to proceed with this arrangement and not deny shareholders the benefits of the planned Transaction with Chalice. Coventry will continue to defend the claim, has adequate resources to do so and will continue to deal with the remaining assets of the Company in the best interests of Shareholders.

Following Completion of the Transaction Coventry will continue as a listed entity. In addition to receiving Chalice Shares, on Completion of the Transaction current Coventry Equity holders will retain identical equity interests in Coventry.

For further information about coventry resources inc., please contact:

Steven Chadwick Interim President and CEO +61 8 9324 1266 schadwick@coventryres.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

This news release may contain "forward-looking statements" and/or "forward-looking information" within the meaning of applicable securities regulations in Canada and the United States (collectively, forward-looking information"). Any forward-looking information contained in this news release is made as of the date of this news release. Except as required under applicable securities legislation, Coventry Resources Inc. (“Coventry”) does not intend, and does not assume any obligation, to update this forward-looking information. Forward-looking information includes, but is not limited to, statements with respect to completion of a Feasibility Study, completion of new resource estimates, construction or operation of a mine, mineral resource estimates, drill plans, planned work programs, future upgrading of mineral resources and expected outcomes. Often, but not always, forwardlooking information can be identified by the use of words such as "plans", "expects, "is expected", "budget", "scheduled", "estimates", “forecasts", "intends", "anticipates", or "believes", or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will" be taken, occur or be achieved.

Any forward-looking information contained in this news release is based on certain assumptions that Coventry believes are reasonable, including, with respect to any mineral resource estimates, the key assumptions and parameters on which such estimates are based, that the current price of and demand for gold will be sustained or will improve, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed on reasonable terms, that supplies, equipment, personnel, permits and local community approval required to conduct Coventry’s planned exploration and development activities will be available on reasonable terms and that Coventry will not experience any material accident, labour dispute, or failure of equipment.

However, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Coventry to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others, risks and uncertainties relating to the actual results of exploration activities being different than anticipated, cost of labour increasing more than expected, cost of equipment or materials increasing more than expected, fluctuations in the price of gold and other commodities, currency fluctuations, mineral resources not being as estimated, unexpected variations in mineral resources, grade or recovery rates, risk of accidents, labour disputes and other risks generally associated with mineral exploration and unanticipated delays in obtaining or failing to obtain governmental or community approvals or financing. Although Coventry has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to not be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof.

Appendix A

TERM SHEET FOR ACQUISITION OF SUBSIDIARY COMPANIES

Dated: 1 November 2013

Provision	Explanation
Parties	Western Rift Pty Ltd (ACN 124 875 323) Level 2, 1292 Hay Street West Perth Western Australia AUSTRALIA 6005 (“Western Rift”) Chalice Gold Mines Limited Level 2, 1292 Hay Street West Perth Western Australia AUSTRALIA 6005 (“Chalice”) Coventry Resources Inc. Suite 760-36 Toronto Street Toronto Ontario CANADA M5C 2C5 (“Coventry”) (together theParties)
Nature and purpose of this Term Sheet	Western Rift has agreed to purchase and Coventry has agreed to sell (a) all of the issued and outstanding shares of the Coventry Subsidiaries listed below which Coventry Subsidiaries own the Projects listed in the Annexures; and (b) all assets (including equipment, equipment leases, technical information and books and records) held by Coventry or the Coventry Subsidiaries that are related to such Projects; and (c) certain intercompany loan balances owing by the Coventry Subsidiaries (subject to adjustment as set out below): Name of Subsidiary Project Coventry Resources Ontario, Inc Annexure A Coventry Rainy River, Inc Annexure B 2235411 Ontario, Inc Annexure C Cameron Gold Operations Ltd Annexure D (together the “Assets” and the purchase of such Assets being the “Transaction”) The purpose of this Term Sheet is to: • enter into a binding commitment in relation to the Transaction; • record the major commercial terms of the Transaction; • record the process and timing by which the Transaction will be implemented; and • record terms and conditions applying thereto.
Transaction Implementation Agreement	The Parties shall as expeditiously as possible following the signing of this Term Sheet, negotiate and enter into a more formal and comprehensive Arrangement Agreement (”AA”) by the date set out in the Indicative Timetable

Provision	Explanation
	attached hereto, under which the Parties agree to effect the Transaction by way of a plan of arrangement pursuant to the Business Corporations Act (British Columbia) (“BCBCA”). The AA is to record the terms and conditions herein and also to include such other provisions as are found in documents of that nature and as are reasonably necessary to effect the Transaction including as to corporate standing and title (not only in relation to the Shares of the Coventry Subsidiaries but also the standing of the Coventry Subsidiaries, respective mining and exploration projects).
Consideration	• Western Rift agrees to purchase and Coventry agrees to sell the Assets for an aggregate consideration of 46 million fully paid ordinary shares in Chalice (the “Share Consideration”) plus, if positive, or minus if negative, the Working Capital Adjustment (as defined below) (together the “Consideration”); • The Share Consideration will be allocated by agreement between Western Rift and Coventry to the respective share purchases of the Coventry Subsidiaries; • The Parties agree to work together in good faith to address the most tax, fiscally and regulatory effective structure and implementation of the Transaction; and • Under the AA, the Share Consideration will be issued to the Coventry security holders in proportion to their respective interests in Coventry.
Conditions precedent to Transaction	The Transaction is subject to the following conditions precedent: Mutual benefit • The receipt of all requisite regulatory and other approvals, including by the Supreme Court of British Columbia (the “Court”), the Australian Securities Exchange (“ASX”), the Toronto Stock Exchange (“TSX”) and the TSX Venture Exchange “TSXV”) (collectively, the “Exchanges”) and other approvals required under mining legislation relevant to the projects of the Coventry Subsidiaries; • The approval of the security holders of Coventry, such approval to be the affirmative vote of the holders of at least two thirds (2/3) of eligible security holders present and voting in person or represented by proxy at a meeting of such security holders; • Court approval of the Transaction as required under the BCBCA; • No court or other order restraining implementation of the Transaction; • Shareholders of each of Western Rift and Coventry approving the Transaction; • The distribution of the Share Consideration shall be exempt from the prospectus and registration requirements of applicable Australian, Canadian and US securities legislation. Western Rift’s benefit (can be waived by Western Rift) • The unanimous recommendation (of the Transaction) by the Coventry Board on announcement to the TSXV, in the shareholder meeting documents and at the appropriate shareholders’ meeting of Coventry (subject to any fiduciary duty carve-outs);

Provision	Explanation
	• Intercompany loan balances between the Coventry Subsidiaries and other entities within the Coventry group being settled or forgiven in a manner satisfactory to Western Rift; • Customary conditions precedent, including the absence of a material adverse change in the business affairs, financial conditions and the like of Coventry Subsidiaries and there being no “prescribed occurrences” (as that term is used under the Corporations Act of Australia); • Material contracts, as notified by Western Rift as being material, being in full force and effect as at the date of the final court order; • No dividends, material compensation adjustments or any grant of equity interests having been made by any of the Coventry Subsidiaries between the date hereof and completion of the Transaction; • All warranties and representations to be given by Coventry under the AA being true and correct in all material respects as at completion and Coventry having complied with its covenants under the AA; • Coventry not giving any party a notice of termination of any employment or consultancy agreement in respect to which there is a contingent liability without Chalice’s prior written consent; and Coventry’s benefit (can be waived by Coventry) • Customary conditions precedent, including the absence of a material adverse change in the business affairs, financial conditions and the like of Chalice and no prescribed occurrence in relation to Western Rift or Chalice having taken place; and • Western Rift’s and Chalice’s representations and warranties under the AA being true and correct in all material respects as at Completion and Western Rift and Chalice having complied with their covenants under the AA. • Holders of no more than 5% of the Coventry Shares shall have exercised dissent rights. Non-completion of Conditions • If the Conditions relating to regulatory and shareholder approvals are not obtained within 90 days of execution of the AA then either Coventry or Western Rift shall be at liberty to terminate the AA by notice in writing to the other party.
Covenants	Each Party grants to the other Party exclusivity with respect to the transaction contemplated herein as set out below and as may be further covered in the AA. Until Completion each of Parties agree as follows: • Coventry will not undertake or allow any material business change to the businesses and activities of the Coventry Subsidiaries nor shall Western Rift and Chalice undertake or allow any material business change to their respective businesses and activities; • The Parties will not participate in any negotiations or discussions with, or provide any information to, or accept or enter into any agreement, arrangement or understanding with, any third parties in respect of a transaction that may reduce the likelihood of success of the Transaction and will also cease any existing discussions or

Provision	Explanation
	negotiations regarding such transactions; provided that nothing contained in this Term Sheet shall prevent Coventry , if it receives after the date hereof a bona fide Acquisition Proposal (as defined in Schedule A) involving Coventry which was not solicited after the date hereof, from considering, negotiating, approving or recommending to its shareholders such Acquisition Proposal if the Board of Coventry determines in good faith such Acquisition Proposal to be a Superior Proposal (as defined in Schedule A); • Coventry acknowledges Chalice is reviewing other business opportunities and confirms that this provision is not designed to limit Chalice’s activities in this regard, provided such activities or transaction would not materially impact upon Chalice and its executive team’s ability to complete the Transaction and in advancing the Projects after completion of the Transaction; • Coventry will immediately notify Chalice of any approach or attempt to initiate discussions or negotiations regarding any Acquisition Proposal and provide to Chalice Party full details of that Acquisition Proposal including its material terms, which shall include the identity of the other party, the proposed price or implied value, conditions and timing; and • except where a person has made or has indicated it intends to make an Acquisition Proposal which the Board of Coventry determines in good faith to be a Superior Proposal, it will not provide any other third party with any information regarding, its business, assets or undertakings without the prior written approval of Chalice.
Completion and Working Capital adjustment	Completion shall take place 5 business days following the satisfaction of the Conditions stated herein. Immediately after completion there shall be an adjustment (the “Working Capital Adjustment”) made in relation to the Coventry Subsidiaries working capital balances at Completion; where a positive net working capital balance will be reimbursed to Coventry and a negative working capital balance reimbursed to Western Rift. Any payments necessary under the Working Capital Adjustment (either by Coventry or by Western Rift) shall be met in cash.
Lock Up Agreements	It is a condition that upon signing the AA ( for the benefit of Western Rift) that all of the senior officers and directors of Coventry, Macquarie (on behalf of Macquarie Bank Limited) and Sun Valley Gold LLC (on behalf of Sun Valley Gold Master Fund Ltd) (in their capacity as shareholders of Coventry) (together “Coventry Locked-up Shareholders”) will enter into agreements with Western Rift pursuant to which they will agree to vote in favour of the Transaction (in the absence of a Superior Proposal), to not solicit other transactions and will otherwise support the Transaction and will further agree not to sell or dispose of their Coventry Shares.
Mutual obligations to implement the Transaction	Each Party must use its best efforts to: • implement the Transaction as soon as is reasonably practicable and in any event in accordance with the Indicative Transaction Timetable attached hereto; • assist the other in obtaining any approval required from any government agency or regulatory body to implement the Transaction; • consult with each other on all material and relevant communications with third parties

Provision	Explanation
Conduct of Transaction process	• Chalice is primarily responsible for drafting of all transaction documents including the AA (but excluding any shareholder circular or similar document required for the purposes of the approval of the Transaction by the Coventry Shareholders (Circular)). • Chalice to be consulted on, and to have input into the Circular and also provide Coventry such information as Coventry may reasonably require in relation to Chalice for the purpose of properly completing the Circular. To the extent as to may be reasonably required by Coventry, Chalice is to verify the information provided to Coventry for the purpose of the Circular. • Whilst the Circular is the document and obligation of Coventry, it will, prior to dispatch provide Chalice with sufficient opportunity to review and comment on the same and, acting reasonably, pay due regard to any comment by Chalice.
Fairness report	• If Coventry’s Board so requires it shall obtain a Fairness Opinion prior to the signing of the AA. If the Fairness Opinion concludes that the consideration to be received by the Coventry security holders is not fair, from a financial point of view, to the Coventry security holders, Chalice and Coventry shall meet to discuss.
Coventry Board recommendation	• The Coventry Board will unanimously recommend that Coventry shareholders approve the Transaction on announcement and state that all directors and officers of Coventry will vote their own shares in favour of the Transaction. • This recommendation may only be changed where the Fairness Opinion has concluded that the Transaction is not fair from a financial point of view to Coventry security holders, or where the Board has received written advice from its legal advisers, or that each director is required to change the recommendation because a failure to do so would be a breach of their fiduciary duties, or there is an Acquisition Proposal which the Board in good faith determines to be a Superior Proposal.
Conduct of business prior to implementation	The AA shall include customary restrictions on Coventry and in relation to its Coventry Subsidiaries, and Chalice between signing and implementation of the Transaction requiring them to carry on their business in the ordinary course and not, without the consent of the other: • deal with or otherwise dispose of any material assets (other than in the ordinary course); • undertake any new activities or commit to new business opportunities or buy assets. Coventry acknowledges Chalice is reviewing other business opportunities and confirms that this provision is not designed to limit Chalice’s activities in this regard provided such activities or transaction would not materially impact upon Chalice and its executive team’s ability to complete the Transaction and to advance the Coventry projects after completion of the Transaction.
No shop, no talk restrictions	The AA shall contain customary non-solicitation and “right to match” provisions.
Break Fees	A break fee of A$350,000 is payable to Western Rift if after the execution of this Term Sheet: • A Superior Proposal (as defined in Schedule A) is recommended by

Provision	Explanation
	the Directors of Coventry; • Control of Coventry changes (i.e. if a person obtains voting power of >50% ownership or control over more than 50% of the issued and outstanding Coventry shares); • Coventry commits a material breach of the terms of the AA and Chalice terminates the AA in reliance on that breach; • Coventry changes its Board recommendation (i.e., there is no longer a unanimous of majority board recommendation for the Transaction) other than where it is required to do so to meet its fiduciary obligations and duties as would be required in assessing a Superior Proposal; and • The Coventry shareholders vote against the Transaction but only if, prior to the Coventry Meeting, an alternative proposal for at least 50% of the assets of Coventry is made and such alternative proposal is agreed to within six months of the termination of the AA. A break fee of A$350,000 is payable to Coventry if Western Rift or Chalice commits a material breach of the terms of the AA and Coventry terminates the AA in reliance on that breach.
Chalice Guarantee	Chalice will guarantee all obligations of Western Rift hereunder.
Costs and expenses	Each party will bear its own costs and expenses in respect of the negotiation and execution of the AA and Transaction.
Governing law	British Columbia, Canada
Confidentiality and public announcements	The parties must keep confidential the terms and conditions of the AA and status of negotiations and will only discuss or disclose if required by law or as otherwise authorised by the other party (subject to the required ASX or TSXV announcements) and then only after appropriate consultation. Both Parties will make an announcement to their respective Exchanges or under applicable Securities Laws immediately upon the signing of this Term Sheet, such announcement to include Coventry Board and major shareholder voting intentions at the meeting to approve this. The contents of the announcements shall be agreed as between the Parties acting reasonably and in good faith.
Binding Nature of the Term Sheet	The Parties intend this Term Sheet to be a binding document which such nature shall continue until such time as the AA (as referred to above) is executed.
Counterparts	This Term Sheet may be executed in any number of counterparts and by the Parties on separate counterparts. Each counterpart constitutes an original of this Term Sheet, and all together constitutes one agreement.

Executed by Coventry Resources Inc in ) accordance with (appropriate Canadian legislation) : ) ) ) ............................................................................ ............................................................................ Signature of director Signature of director or company secretary ............................................................................ ............................................................................ Name (please print) Name (please print) Executed by Western Rift Pty Ltd (ACN 1124 875 ) 323) in accordance with section 127(1) of the ) Corporations Act 2001 (Cth): ) ) ............................................................................ ............................................................................ Signature of director Signature of director or company secretary ............................................................................ ............................................................................ Name (please print) Name (please print) Executed by Chalice Gold Mines Limited (ACN 116 ) 648 956) in accordance with section 127(1) of the ) Corporations Act 2001 (Cth): ) ) ............................................................................ ............................................................................ Signature of director Signature of director or company secretary ............................................................................ ............................................................................ Name (please print) Name (please print)

INDICATIVE TRANSACTION TIMETABLE

Activity	Date
Execute Amended Term Sheet	1 November 2013
Announce binding Term Sheet to ASX, TSX, TSXV and public	Immediately after execution of this Term Sheet
Execute AA and Voting Agreements;	Week ending 15 November 2013
Set record date (at least 30 days before meeting) and initiate meeting process
Prepare meeting materials	Week commencing 4 November 2013
File court materials and obtain interim order	16 December 2013
Record Date	17 December 2013
Deliver circular to depositary/intermediaries	20 December 2013
Meeting	17 January 2014
File court materials and obtain final order	18 January 2014
Completion	TBD

Schedule A

Definitions

“ Acquisition Proposal ” means, other than the transactions contemplated by this Term Sheet, any offer, proposal, expression of interest, or inquiry from any Person (other than Chalice or any of its affiliates) relating to: (i) any acquisition or sale, direct or indirect, of: (a) the assets of Coventry or any of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of Coventry and its subsidiaries taken as a whole; or (b) 20% or more of any voting or equity securities of Coventry or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of Coventry and its subsidiaries taken as a whole; (ii) any take-over bid, tender offer or exchange offer for any class of voting or equity securities of Coventry; or (iii) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Coventry or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of Coventry and its subsidiaries taken as a whole;

“ Superior Proposal ” means any bona fide , unsolicited, written Acquisition Proposal made after the date of this Term Sheet and not obtained in violation of this Term Sheet by a Person who is an arm’s length third party that relates to the acquisition of 50% of the outstanding Coventry Shares (other than Coventry Shares owned by the Person making the Superior Proposal) or all, or substantially all, of the consolidated assets of Coventry and its subsidiaries and (i) that the Coventry Board has determined in good faith is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such proposal and the Person making such proposal; (ii) that is made available to all Coventry Shareholders on the same terms and conditions; (iii) that is not subject to a due diligence or access condition; (iv) which is fully financed; and (v) in respect of which the Coventry Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors, that (a) failure to recommend such Acquisition Proposal to the Coventry Shareholders would be inconsistent with its fiduciary duties under applicable law; and (b) having regard for all of its terms and conditions and the Person making such Acquisition Proposal, such Acquisition Proposal would, if consummated in accordance with its terms (but not assuming away any risk of noncompletion), result in a transaction more favourable to the Coventry Shareholders from a financial point of view than the Transaction, after taking into account any change to the Transaction proposed by Chalice in accordance with its right to match any such Acquisition Proposal.

ANNEXURE A COVENTRY RESOURCES ONTARIO, INC.

Project	Tenement Type	**Claim Number **	Percentage Ownership
Rainy River	Claim	4254475	100%
Rainy River	Claim	4254476	100%
Rainy River	Claim	4254477	100%
Rainy River	Claim	4254478	100%
Rainy River	Claim	4254479	100%
Rainy River	Claim	4254472	100%
Rainy River	Claim	4254480	100%
Rainy River	Claim	4254481	100%
Rainy River	Claim	4254482	100%
Rainy River	Claim	4254483	100%
Rainy River	Claim	4254484	100%

Project	Tenement Type	**Claim Number **	**Registered Holder **	Percentage Ownership
Ardeen	Claim	1022635	Pele Gold Corporation	51%
Ardeen	Claim	1022636	Pele Gold Corporation	51%
Ardeen	Claim	1022637	Pele Gold Corporation	51%
Ardeen	Claim	1135465	Pele Gold Corporation	51%
Ardeen	Claim	1135466	Pele Gold Corporation	51%
Ardeen	Claim	1157496	Pele Gold Corporation	51%
Ardeen	Claim	1157497	Pele Gold Corporation	51%
Ardeen	Claim	1157666	Pele Gold Corporation	51%
Ardeen	Claim	1157667	Pele Gold Corporation	51%
Ardeen	Claim	1157668	Pele Gold Corporation	51%
Ardeen	Claim	1157670	Pele Gold Corporation	51%
Ardeen	Claim	1157671	Pele Gold Corporation	51%
Ardeen	Claim	1164874	Pele Gold Corporation	51%
Ardeen	Claim	1164875	Pele Gold Corporation	51%
Ardeen	Claim	1164876	Pele Gold Corporation	51%
Ardeen	Claim	1164877	Pele Gold Corporation	51%

ANNEXURE A COVENTRY RESOURCES ONTARIO, INC.

Project	Tenement Type	**Claim Number **	**Registered Holder **	Percentage Ownership
Ardeen	Claim	1172315	Pele Gold Corporation	51%
Ardeen	Claim	1172316	Pele Gold Corporation	51%
Ardeen	Claim	1172317	Pele Gold Corporation	51%
Ardeen	Claim	1172340	Pele Gold Corporation	51%
Ardeen	Claim	1172345	Pele Gold Corporation	51%
Ardeen	Claim	1172346	Pele Gold Corporation	51%
Ardeen	Claim	1172347	Pele Gold Corporation	51%
Ardeen	Claim	1172348	Pele Gold Corporation	51%
Ardeen	Claim	1172349	Pele Gold Corporation	51%
Ardeen	Claim	1172350	Pele Gold Corporation	51%
Ardeen	Claim	1172355	Pele Gold Corporation	51%
Ardeen	Claim	1172356	Pele Gold Corporation	51%
Ardeen	Claim	1172365	Pele Gold Corporation	51%
Ardeen	Claim	1172366	Pele Gold Corporation	51%
Ardeen	Claim	1172367	Pele Gold Corporation	51%
Ardeen	Claim	1172368	Pele Gold Corporation	51%
Ardeen	Claim	1172369	Pele Gold Corporation	51%
Ardeen	Claim	1172375	Pele Gold Corporation	51%
Ardeen	Claim	1172385	Pele Gold Corporation	51%
Ardeen	Claim	1172386	Pele Gold Corporation	51%
Ardeen	Claim	1172387	Pele Gold Corporation	51%
Ardeen	Claim	1172388	Pele Gold Corporation	51%
Ardeen	Claim	1172395	Pele Gold Corporation	51%
Ardeen	Claim	1172396	Pele Gold Corporation	51%
Ardeen	Claim	1195937	Pele Gold Corporation	51%
Ardeen	Claim	1195940	Pele Gold Corporation	51%
Ardeen	Claim	1196147	Pele Gold Corporation	51%
Ardeen	Claim	1196239	Pele Gold Corporation	51%
Ardeen	Claim	1196240	Pele Gold Corporation	51%

ANNEXURE A COVENTRY RESOURCES ONTARIO, INC.

Project	Tenement Type	**Claim Number **	**Registered Holder **	Percentage Ownership
Ardeen	Claim	1196870	Pele Gold Corporation	51%
Ardeen	Claim	1196921	Pele Gold Corporation	51%
Ardeen	Claim	1196923	Pele Gold Corporation	51%
Ardeen	Claim	1196924	Pele Gold Corporation	51%
Ardeen	Claim	1202036	Pele Gold Corporation	51%
Ardeen	Claim	1202264	Pele Gold Corporation	51%
Ardeen	Claim	1202265	Pele Gold Corporation	51%
Ardeen	Claim	1202302	Pele Gold Corporation	51%
Ardeen	Claim	1205201	Pele Gold Corporation	51%
Ardeen	Claim	1205202	Pele Gold Corporation	51%
Ardeen	Claim	1205203	Pele Gold Corporation	51%
Ardeen	Claim	1205204	Pele Gold Corporation	51%
Ardeen	Claim	1205287	Pele Gold Corporation	51%
Ardeen	Claim	1209440	Pele Gold Corporation	51%
Ardeen	Claim	1209441	Pele Gold Corporation	51%
Ardeen	Claim	1209470	Pele Gold Corporation	51%
Ardeen	Claim	1209697	Pele Gold Corporation	51%
Ardeen	Claim	1209698	Pele Gold Corporation	51%
Ardeen	Claim	1209770	Pele Gold Corporation	51%
Ardeen	Claim	1210243	Pele Gold Corporation	51%
Ardeen	Claim	1210245	Pele Gold Corporation	51%
Ardeen	Claim	1210776	Pele Gold Corporation	51%
Ardeen	Claim	1210792	Pele Gold Corporation	51%
Ardeen	Claim	1215147	Pele Gold Corporation	51%
Ardeen	Claim	1215148	Pele Gold Corporation	51%
Ardeen	Claim	1215149	Pele Gold Corporation	51%
Ardeen	Claim	1215450	Pele Gold Corporation	51%
Ardeen	Claim	1215451	Pele Gold Corporation	51%
Ardeen	Claim	1215452	Pele Gold Corporation	51%

ANNEXURE A COVENTRY RESOURCES ONTARIO, INC.

Project	Tenement Type	**Claim Number **	**Registered Holder **	Percentage Ownership
Ardeen	Claim	1215453	Pele Gold Corporation	51%
Ardeen	Claim	1215454	Pele Gold Corporation	51%
Ardeen	Claim	1215751	Pele Gold Corporation	51%
Ardeen	Claim	1215752	Pele Gold Corporation	51%
Ardeen	Claim	1215758	Pele Gold Corporation	51%
Ardeen	Claim	1215760	Pele Gold Corporation	51%
Ardeen	Claim	1215831	Pele Gold Corporation	51%
Ardeen	Claim	1215859	Pele Gold Corporation	51%
Ardeen	Claim	1217105	Pele Gold Corporation	51%
Ardeen	Claim	1224629	Pele Gold Corporation	51%
Ardeen	Claim	3001505	Pele Gold Corporation	51%
Ardeen	Claim	3001506	Pele Gold Corporation	51%
Ardeen	Claim	3001507	Pele Gold Corporation	51%
Ardeen	Claim	677468	Pele Gold Corporation	51%
Ardeen	Claim	677469	Pele Gold Corporation	51%
Ardeen	Claim	677470	Pele Gold Corporation	51%
Ardeen	Claim	677471	Pele Gold Corporation	51%
Ardeen	Claim	677472	Pele Gold Corporation	51%
Ardeen	Claim	677473	Pele Gold Corporation	51%
Ardeen	Claim	677474	Pele Gold Corporation	51%
Ardeen	Claim	677475	Pele Gold Corporation	51%
Ardeen	Claim	677476	Pele Gold Corporation	51%
Ardeen	Claim	677477	Pele Gold Corporation	51%
Ardeen	Claim	677478	Pele Gold Corporation	51%
Ardeen	Claim	677479	Pele Gold Corporation	51%
Ardeen	Claim	786521	Pele Gold Corporation	51%
Ardeen	Claim	786522	Pele Gold Corporation	51%
Ardeen	Claim	786523	Pele Gold Corporation	51%
Ardeen	Claim	786524	Pele Gold Corporation	51%

ANNEXURE A COVENTRY RESOURCES ONTARIO, INC.

Project	Tenement Type	**Claim Number **	**Registered Holder **	Percentage Ownership
Ardeen	Claim	786525	Pele Gold Corporation	51%
Ardeen	Claim	786526	Pele Gold Corporation	51%
Ardeen	Claim	786527	Pele Gold Corporation	51%
Ardeen	Claim	786528	Pele Gold Corporation	51%
Ardeen	Claim	786529	Pele Gold Corporation	51%
Ardeen	Claim	786541	Pele Gold Corporation	51%
Ardeen	Claim	786542	Pele Gold Corporation	51%
Ardeen	Claim	786543	Pele Gold Corporation	51%
Ardeen	Claim	786544	Pele Gold Corporation	51%
Ardeen	Claim	786545	Pele Gold Corporation	51%
Ardeen	Claim	813157	Pele Gold Corporation	51%
Ardeen	Claim	813158	Pele Gold Corporation	51%
Ardeen	Claim	813159	Pele Gold Corporation	51%
Ardeen	Claim	813160	Pele Gold Corporation	51%
Ardeen	Claim	813161	Pele Gold Corporation	51%
Ardeen	Claim	813162	Pele Gold Corporation	51%
Ardeen	Claim	813163	Pele Gold Corporation	51%
Ardeen	Claim	813164	Pele Gold Corporation	51%
Ardeen	Claim	813165	Pele Gold Corporation	51%
Ardeen	Claim	813166	Pele Gold Corporation	51%
Ardeen	Claim	835178	Pele Gold Corporation	51%
Ardeen	Claim	835179	Pele Gold Corporation	51%
Ardeen	Claim	835184	Pele Gold Corporation	51%
Ardeen	Claim	835185	Pele Gold Corporation	51%
Ardeen	Claim	835186	Pele Gold Corporation	51%
Ardeen	Claim	835187	Pele Gold Corporation	51%
Ardeen	Claim	835188	Pele Gold Corporation	51%
Ardeen	Claim	835189	Pele Gold Corporation	51%
Ardeen	Claim	835190	Pele Gold Corporation	51%

ANNEXURE A COVENTRY RESOURCES ONTARIO, INC.

Project	Tenement Type	**Claim Number **	**Registered Holder **	Percentage Ownership
Ardeen	Claim	835195	Pele Gold Corporation	51%
Ardeen	Claim	835196	Pele Gold Corporation	51%
Ardeen	Claim	835197	Pele Gold Corporation	51%
Ardeen	Claim	835304	Pele Gold Corporation	51%
Ardeen	Claim	835305	Pele Gold Corporation	51%
Ardeen	Claim	835306	Pele Gold Corporation	51%
Ardeen	Claim	835307	Pele Gold Corporation	51%
Ardeen	Claim	835308	Pele Gold Corporation	51%
Ardeen	Claim	835309	Pele Gold Corporation	51%
Ardeen	Claim	835310	Pele Gold Corporation	51%
Ardeen	Claim	835311	Pele Gold Corporation	51%
Ardeen	Claim	835312	Pele Gold Corporation	51%
Ardeen	Claim	835313	Pele Gold Corporation	51%
Ardeen	Claim	863760	Pele Gold Corporation	51%
Ardeen	Claim	873515	Pele Gold Corporation	51%
Ardeen	Claim	873516	Pele Gold Corporation	51%
Ardeen	Claim	873517	Pele Gold Corporation	51%
Ardeen	Claim	873518	Pele Gold Corporation	51%
Ardeen	Claim	873519	Pele Gold Corporation	51%
Ardeen	Claim	873520	Pele Gold Corporation	51%
Ardeen	Claim	873522	Pele Gold Corporation	51%
Ardeen	Patent	A6	Pele Gold Corporation	51%
Ardeen	Patent	A7	Pele Gold Corporation	51%
Ardeen	Patent	33B	Pele Gold Corporation	51%
Ardeen	Patent	1H	Pele Gold Corporation	51%
Rainy River	Patent	56046-0033	Thomas Jasinski	Option agreement
Rainy River	Patent	56041-0112	Thomas Jasinski	Option agreement

ANNEXURE B COVENTRY RAINY RIVER, INC.

Project	Tenement Type	**Claim Number **	Percentage Ownership
Rainy River	Claim	4250316	100%
Rainy River	Claim	4250319	100%
Rainy River	Claim	4264664	100%
Rainy River	Claim	4264665	100%
Rainy River	Claim	4265461	100%
Rainy River	Claim	4265465	100%
Rainy River	Claim	4265462	100%
Rainy River	Claim	4265463	100%
Rainy River	Claim	4268070	100%
Rainy River	Claim	4268071	100%
Rainy River	Claim	4274467	100%
Rainy River	Claim	4274468	100%
Rainy River	Claim	4274469	100%
Rainy River	Claim	4274460	100%

Project	Tenement Type	**Claim Number **	**Registered Holder **	Percentage Ownership
Rainy River	Claim	4260559	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4260560	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4260561	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4260562	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4260563	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4260564	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4260565	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4205809	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4205814	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4205815	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4205816	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4205817	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4205818	English, Perry Vern	Earning in , option agreement

ANNEXURE B COVENTRY RAINY RIVER, INC.

Project	Tenement Type	**Claim Number **	**Registered Holder **	Percentage Ownership
Rainy River	Claim	4214438	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4214439	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4214440	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4214441	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4214442	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4267980	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4267981	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4267982	English, Perry Vern	Earning in , option agreement
Rainy River	Claim	4267983	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4254638	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4257501	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4257508	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4257510	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4257511	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4257515	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4257516	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4257517	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4260366	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4260515	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4260516	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4263609	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4263700	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4266941	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4266942	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4266943	English, Perry Vern	Earning in , option agreement
South Cedar	Claim	4266944	English, Perry Vern	Earning in , option agreement
West Cedar	Claim	4260514	English, Perry Vern	Earning in , option agreement
Rainy River	Patent	56046-0030	Joan Solomon	Earning in, Option agreement
Rainy River	Patent	56046-0007	Joan Solomon	Earning in, Option agreement

ANNEXURE B COVENTRY RAINY RIVER, INC.

Project	Tenement Type	**Claim Number **	**Registered Holder **	Percentage Ownership
Rainy River	Patent	56046-0077	Shane & Rachel McQuaker	Earning in, Option agreement
Rainy River	Patent	56046-0079	Jan Wullum	Earning in, Option agreement
Rainy River	Patent	56046-0086	Gene Boyce	Earning in, Option agreement
Rainy River	Patent	56046-0076	Stevan Michael	Earning in, Option agreement
Rainy River	Patent	56046-0031	Kip Sharp	Earning in, Option agreement
Rainy River	Patent	56046-0034	Wade Kempka	Earning in, Option agreement
Rainy River	Patent	56046-0038	Wade & Shane Kempka & Madison	Earning in, Option agreement
Rainy River	Patent	56046-0044	Wade & Shane Kempka & Madison	Earning in, Option agreement

ANNEXURE C 2235411 ONTARIO, INC

Dormant Company. The Company does not own any tenements.

Term Sheet Final. 1 November 2013

1

Project	Tenement Type	**Patent, PIN Number **	**Claim Number **	Percentage Ownership
Cameron	Mining Lease	108400	CLM305. Claim K465069-K465075, K465351- K465358, K519950-K519965, K561022- K561025, K666295	100%
Cameron	Mining Lease	108400	CLM306, Claim K386816-K386818, K386888- K386900, K533901-K533908, K666294	100%
West Cedar	Mining Lease	107495	K314926, K351875-K351876, K314928- K314931, K273821	100%
Cameron	Patented mining claim	PA8441, 42185-0720 (LT)	K2766	100%
Cameron	Patented mining claim	PA8442, 42185-0722 (LT)	K2767	100%
Cameron	Patented mining claim	PA8443, 42185-0724 (LT)	K2768	100%
Cameron	Patented mining claim	PA9901, 42185-0726 (LT)	K4712	100%
West Cedar	Patented mining claim	42185-0208 (LT)	K9990	100%
West Cedar	Patented mining claim	42185-0586 (LT)	K9991	100%
West Cedar	Patented mining claim	42185-0585 (LT)	K9992	100%
West Cedar	Patented mining claim	42185-0577 (LT)	K9993	100%
West Cedar	Patented mining claim	42185-0587 (LT)	K9994	100%
West Cedar	Patented mining claim	42185-0578 (LT)	K9995	100%
West Cedar	Patented mining claim	42185-0588 (LT)	K9996	100%
West Cedar	Patented mining claim	42185-0579 (LT)	K9997	100%
West Cedar	Patented mining claim	42185-0581 (LT)	K9999	100%
West Cedar	Patented mining claim	42185-0807 (LT)	K10000	100%
West Cedar	Patented mining claim	42185-0583 (LT)	K10010	100%
West Cedar	Patented mining claim	42185-0584 (LT)	K10011	100%
West Cedar	Patented mining claim	42185-0580 (LT)	K10058	100%
West Cedar	Patented mining claim	42185-0796 (LT)	K10024	100%
West Cedar	Patented mining claim	42185-0799 (LT)	K10025	100%
West Cedar	Patented mining claim	42185-0801 (LT)	K10026	100%

008470000-00126061; 1

Project	Tenement Type	**Patent, PIN Number **	**Claim Number **	Percentage Ownership
West Cedar	Patented mining claim	42185-0803 (LT)	K10027	100%
West Cedar	Patented mining claim	42185-0593 (LT)	K10028	100%
West Cedar	Patented mining claim	42185-0594 (LT)	K10029	100%
West Cedar	Patented mining claim	42185-0595 (LT)	K10030	100%
Cameron	MLO	10384	K4709	100%
Cameron	MLO	10405	K4711	100%
Cameron	MLO	10406	K4710	100%
Cameron	MLO	10407	K4712	100%
Cameron	MLO	3366	K2767	100%
Cameron	MLO	3367	K2768	100%
West Cedar	MLO	11143	K9990, K9992, K9993, K9996, K9999, K10000, K10011, K10058	100%
Cameron	Claim	1105444		100%
Cameron	Claim	1105445		100%
Cameron	Claim	1161574		100%
Cameron	Claim	1161575		100%
Cameron	Claim	1210120		100%
Cameron	Claim	1210121		100%
Cameron	Claim	1210122		100%
Cameron	Claim	1210123		100%
Cameron	Claim	1210124		100%
Cameron	Claim	1210125		100%
Cameron	Claim	1210126		100%
Cameron	Claim	1210128		100%
Cameron	Claim	1210129		100%

008470000-00126061; 1

Project	Tenement Type	**Patent, PIN Number **	**Claim Number **	Percentage Ownership
Cameron	Claim	1210130		100%
Cameron	Claim	1210131		100%
Cameron	Claim	1210132		100%
Cameron	Claim	1210133		100%
Cameron	Claim	1210134		100%
Cameron	Claim	1210135		100%
Cameron	Claim	1210136		100%
Cameron	Claim	4254297		100%
Cameron	Claim	4258281		100%
Cameron	Claim	4258282		100%
Cameron	Claim	4258283		100%
Cameron	Claim	4258284		100%
Cameron	Claim	4258285		100%
Cameron	Claim	4258286		100%
Cameron	Claim	4258287		100%
Cameron	Claim	4258288		100%
Cameron	Claim	4258289		100%
Cameron	Claim	4258290		100%
Cameron	Claim	4258291		100%
Cameron	Claim	4258292		100%
Cameron	Claim	4258421		100%
Cameron	Claim	4258422		100%
Cameron	Claim	4258423		100%
Cameron	Claim	4258424		100%
Cameron	Claim	4258425		100%

008470000-00126061; 1

Project	Tenement Type	**Patent, PIN Number **	**Claim Number **	Percentage Ownership
Cameron	Claim	4258426		100%
Cameron	Claim	4258427		100%
Cameron	Claim	4258428		100%
Cameron	Claim	4258429		100%
Cameron	Claim	4258430		100%
Cameron	Claim	4258431		100%
Cameron	Claim	4258432		100%
Cameron	Claim	4258433		100%
Cameron	Claim	4258434		100%
Cameron	Claim	4258435		100%
Cameron	Claim	4258436		100%
Cameron	Claim	4258437		100%
Cameron	Claim	4258438		100%
Cameron	Claim	4258439		100%
Cameron	Claim	4258440		100%
Cameron	Claim	4258441		100%
Cameron	Claim	4258442		100%
Cameron	Claim	4258443		100%
Cameron	Claim	4258444		100%
Cameron	Claim	4258445		100%
Cameron	Claim	4258446		100%
Cameron	Claim	4258447		100%
Cameron	Claim	4258448		100%
Cameron	Claim	4258449		100%
Cameron	Claim	4258450		100%

008470000-00126061; 1

Project	Tenement Type	**Patent, PIN Number **	**Claim Number **	Percentage Ownership
Cameron	Claim	4257392		100%
Cameron	Claim	4255667		100%
Cameron	Claim	4255668		100%
Cameron	Claim	4255669		100%
West Cedar	Claim	3000802		100%
West Cedar	Claim	3000803		100%
West Cedar	Claim	3000804		100%
West Cedar	Claim	1149862		100%
West Cedar	Claim	1196649		100%
West Cedar	Claim	3001240		100%
West Cedar	Claim	3001298		100%
West Cedar	Claim	3010497		100%
West Cedar	Claim	3012199		100%

Project	Tenement Type	**Lease Number **	**Claim Number **	**Registered Holder **	Percentage Ownership
Cameron	Mining Lease	108466	CLM289. Claims K527548-K527567, Nucanolan Property	Cameron Gold Operations Inc (& White Pine Resources Inc.)	Earning up to 80% interest, option agreement with Kings Bay Gold Corporation & Lasir Gold Inc.
Cameron	Claim	4248906		BARKAUSKAS, EDWARD ANTHONY (40%). BERGEN, CINDRA LEE ( 60%)	Earning in, option agreement
West Cedar	Mining Lease	107494	K314927, K314932, K351873, K351874, K351877, K351878	525400 ONTARIO INC.	Option to purchase between HLM & Dubenski, (MR and SR).

008470000-00126061; 1