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EXCEL - IDEA: XBRL DOCUMENT - Tungsten Corp.Financial_Report.xls
10-Q - Tungsten Corp.g7585.txt
EX-32 - Tungsten Corp.ex32.txt
EX-31 - Tungsten Corp.ex31.txt

                                                                    EXHIBIT 10.3

             OPTION TERMINATION AND MINING CLAIM TRANSFER AGREEMENT

THIS AGREEMENT is made effective as of the ____ day of August, 2014.

BETWEEN:

               VISCOUNT  NEVADA  HOLDINGS LTD., with a resident agent address at
               1000 East William Street, Suite 204, Carson City, Nevada 89701

               (hereinafter referred to as the "COMPANY")

AND:

               NEVADA  TUNGSTEN  HOLDINGS  LTD.,  with an  office at 1671 SW 105
               Lane, Davie FL 3332

               (hereinafter referred to as "TUNGSTEN")

A. The Company and Tungsten  have  previously  entered into an Option  Agreement
dated January 31, 2013, as amended (the "OPTION AGREEMENT");

B.  Tungsten  wishes to transfer to the Company an aggregate of 139 patented and
unpatented mining claims situated in White Pine Country,  Nevada (the "CLAIMS"),
as more  particularly  described  in  Exhibit  A  attached  hereto,  for a total
transfer price of US$5,000 (the "TRANSFER"); and

C. In conjunction with the Transfer,  the Company and Tungsten mutually agree to
terminate  the Option  Agreement and all of the Parties'  respective  rights and
obligations thereunder.

     NOW THEREFORE THIS AGREEMENT  WITNESSES that in consideration of the mutual
covenants  and  promises  set  forth  herein,  and for other  good and  valuable
consideration,  the receipt and  sufficiency of which is hereby  acknowledged by
each, the parties hereto agree as follows:

                                   TERMINATION

1.1  The Company and Tungsten  hereby agree to  terminate  the Option  Agreement
     with the Option Agreement being of no further force and effect.

1.2  Tungsten  is hereby  released  from all of  obligations  under  the  Option
     Agreement.

MINING CLAIM TRANSFER 1.3 Tungsten hereby transfers the Claims to the Company for total consideration of US$5,000 and Tungsten shall take all such actions necessary to duly record the Transfer with the applicable county recorder office(s) and the Bureau of Land Management. RELEASE OF CLAIMS 1.4 Each Party hereby releases and forever discharges (the "RELEASING PARTY") the other Party (the "RELEASED PARTY"), and the Released Party's officers, directors, employees, agents, members, owners, attorneys and assigns, of and from any and all causes of action, harm, grievances, claims, complaints, demands, damages, costs, obligations, liabilities and any and all other actions related to the Option Agreement, or performance and, as applicable, non-performance and non-payments, thereunder by the Released Party and/or its employees or contractors, whether such action or remedy sought be legal, equitable, contractual, statutory (federal, state or local) or otherwise. GENERAL 1.5 The parties agree to execute such further documents and assurances as may be required to give effect to the intent of this Agreement. 1.6 This Agreement is personal in nature and shall enure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, successors and permitted assigns. 1.7 Whenever the singular or masculine are used throughout this Agreement, the same shall be construed as being the plural or feminine or neuter where the context so requires, and vice versa. 1.8 This Agreement shall be governed, construed and enforced according to the laws of the Province of British Columbia and is subject to the exclusive jurisdiction of the courts of the Province of British Columbia. 1.9 The Company and Tungsten may execute this Agreement in counterparts and deliver same by facsimile or other electronic communication, and any such counterparts shall be deemed to constitute one and the same instrument, to be an originally executed document, and to bear the date and be effective as of the date first above written. 2
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written. VISCOUNT NEVADA HOLDINGS LTD. Per: ---------------------------------------- Authorized Signatory NEVADA TUNGSTEN HOLDINGS LTD. Per: ---------------------------------------- Authorized Signatory