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<SEC-DOCUMENT>0001165527-10-000333.txt : 20100427
<SEC-HEADER>0001165527-10-000333.hdr.sgml : 20100427
<ACCEPTANCE-DATETIME>20100427163543
ACCESSION NUMBER:		0001165527-10-000333
CONFORMED SUBMISSION TYPE:	20-F
PUBLIC DOCUMENT COUNT:		11
CONFORMED PERIOD OF REPORT:	20091231
FILED AS OF DATE:		20100427
DATE AS OF CHANGE:		20100427

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			North American Nickel Inc.
		CENTRAL INDEX KEY:			0000795800
		STANDARD INDUSTRIAL CLASSIFICATION:	METAL MINING [1000]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		20-F
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-14740
		FILM NUMBER:		10773830

	BUSINESS ADDRESS:	
		STREET 1:		#208 - 828 HARBOURSIDE DRIVE
		CITY:			N. VANCOUVER
		STATE:			A1
		ZIP:			V7P 3R9
		BUSINESS PHONE:		604-904-8481

	MAIL ADDRESS:	
		STREET 1:		#208 - 828 HARBOURSIDE DRIVE
		CITY:			N. VANCOUVER
		STATE:			A1
		ZIP:			V7P 3R9

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Widescope Resources Inc.
		DATE OF NAME CHANGE:	20060714

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERNATIONAL GEMINI TECHNOLOGY INC
		DATE OF NAME CHANGE:	19940706
</SEC-HEADER>
<DOCUMENT>
<TYPE>20-F
<SEQUENCE>1
<FILENAME>g4058.txt
<DESCRIPTION>FORM 20-F FOR THE YEAR ENDED 12-31-09
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 20-F

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
    EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the fiscal year ended December 31, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
OR
[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                       Commission file number: 000-14740

         North American Nickel Inc. (formerly Widescope Resources Inc.)
             (Exact name of Registrant as specified in its charter)

                      Province of British Columbia, Canada
                 (Jurisdiction of incorporation or organization)

 #208 - 828 Harbourside Drive, North Vancouver, British Columbia, Canada V7P 3R9
                    (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

   Title of each class              Name of each exchange on which registered
   -------------------              -----------------------------------------
           None                                       None

Securities  registered or to be registered pursuant to Section 12(g) of the Act.
Common Shares, no par value

Securities for which there is a reporting  obligation  pursuant to Section 15(d)
of the Act. None

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital  or common  shares as of the close of the  period  covered by the annual
report:

     6,113,642 inclusive of the conversion of the outstanding Series 1
     Convertible Preferred Shares

Indicate by check mark if the registrant is a well-known  seasoned  issuer.
[ ] Yes [X] No

If this report is an annual or transition report,  indicate by check mark if the
registrant  is not required to file  reports  pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934. [ ] Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, or a non-accelerated filer.

[ ] Large accelerated filer   [ ] Accelerated filer    [X] Non-accelerated filer

Indicate by check mark which financial statement item the registrant has elected
to follow. [X] Item 17 [ ] Item 18

If this is an annual report,  indicate by check mark whether the registrant is a
shell company as defined in Rule 12b-2 of the Exchange Act. [ ] Yes [X] No

Unless  otherwise  indicated,  all  references  herein are expressed in Canadian
dollars and United States currency is stated as "U.S.$__________."

THIS SUBMISSION  SHOULD BE CONSIDERED IN CONJUNCTION WITH PREVIOUSLY FILED FORMS
20-F AND 6-K. THE AUDITED FINANCIAL STATEMENTS AND NOTES THERETO ATTACHED ARE AN
INTEGRAL PART OF THIS SUBMISSION.
<PAGE>
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not required

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not required

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA.

The following  selected  financial data has been extracted from the consolidated
financial  statements  for the last five years  prepared  pursuant  to  Canadian
generally accepted accounting  principles  ("GAAP").  Where material differences
exist  between  Canadian  and US GAAP,  corresponding  comparison  data has been
provided in US GAAP for clarity.

North American Nickel Inc. (formerly  Widescope  Resources Inc.) (the "Company")
was  incorporated  on  September  23,  1983.  The Company  changed its name from
Widescope Resources Inc. to North American Nickel Inc. effective April 19, 2010.
The Company's principal business activity is the exploration of natural resource
properties.

Effective  April  19,  2010  the  Company's   shareholders  approved  a  special
resolution to reorganize the Company's  capital  structure by consolidating in a
reverse stock split the existing  common shares on the basis of each two (2) old
shares  being  equal  to one (1)  new  share  and  concurrently  increasing  the
authorized  capital of the Company from  100,000,000  common shares  without par
value to an unlimited  number of common shares without par value. All references
to common shares, stock options,  warrants and weighted average number of shares
outstanding in this Form 20-F reflect the share  consolidation  unless otherwise
noted. The net effect of the above was to reduce the existing outstanding common
shares from 10,883,452 to 5,441,726.

The Company has arranged two  non-brokered  private  placements.  The first will
consist  of  10,000,000  post-consolidation  shares at $0.05.  The  second  will
consist of 10,000,000  post-consolidation  units at $0.06. Each unit consists of
one post consolidation  share and one  non-transferrable  warrant to purchase an
additional post-consolidation common share at $0.10 for 30 months after closing.
The  warrants may be subject to earlier  expiry.  Both  private  placements  are
expected to close prior to May 15, 2010.

                                       2
<PAGE>
North American Nickel Inc. (formerly Widescope Resources Inc.)
Selected Financial Data in accordance with United States GAAP
(Expressed in Canadian Dollars)

<TABLE>
<CAPTION>
                                                                    Years Ended December 31,
                                               2009            2008            2007             2006             2005
                                            ----------      ----------      ----------       ----------       ----------
<S>                                    <C>                <C>             <C>          <C>                  <C>
Net operating revenues                 $             0               0               0            9,689                0

Loss from continued operations         $       (35,773)        (59,776)        (56,820)        (370,305)         (54,804)
Income from discontinued operations    $           N/a             N/a             N/a              N/a              N/a
Net loss                               $       (35,773)        (59,776)        (56,820)        (370,350)         (54,804)
Comprehensive loss                     $       (11,248)        (59,776)        (56,820)        (370,350)         (54,804)

Loss per share from continued
 operations                            $         (0.02)          (0.02)          (0.01)           (0.03)           (0.01)
Income per share from
 discontinued operations               $           N/a             N/a             N/a              N/a              N/a
Income per share after
 discontinued operations               $           N/a             N/a             N/a              N/a              N/a

Share capital                          $    13,649,333      13,649,333      13,649,333       13,649,333       13,499,333

Common shares issued                         5,441,726       5,441,726       5,441,726        5,441,726        4,941,726
Weighted average shares outstanding          5,441,726       5,441,726       5,441,726        5,191,726        4,542,045
                                       $
Total assets                                    83,212          46,312          74,339          110,607          218,438
                                       $
Net assets (liabilities)                      (102,535)       (106,684)       (104,642)         (44,086)         176,219

Convertible debentures(current         $
 and long term portions)                           N/a             N/a             N/a              N/a              N/a

Cash dividends declared per            $
 common share                                        0               0               0                0                0
Exchange rates (Cdn$ to U.S.$)         $
 period average                                 0.8757          0.9371          0.9304           0.8818           0.8253

Exchange rates (CDN$ to U.S.$)
 for most recent six months
                                             Period High     Period Low
                                             -----------     ----------
October 2009                           $        0.9716          0.9221
November 2009                          $        0.9560          0.9282
December 2009                          $        0.9611          0.9334
January 2010                           $        0.9755          0.9384
February 2010                          $        0.9597          0.9316
March 2010                             $        0.9888          0.9596
Exchange rate (CDN$ to U.S.$)
 April 23, 2010                        $        1.0009
</TABLE>


                                       3
<PAGE>
B. Not required

C. Not required

D. RISK FACTORS.

The business of the Company entails  significant risks, and an investment in the
securities of the Company should be considered highly speculative. An investment
in the  securities of the Company  should only be undertaken by persons who have
sufficient  financial  resources  to  enable  them to  assume  such  risks.  The
following is a general  description of all material  risks,  which can adversely
affect the business and in turn the financial results,  ultimately affecting the
value of an investment the Company.

     THE COMPANY HAS NO VIABLE COMMERCIAL BUSINESS.
     Having no viable  business  it is  difficult  to  determine a price for the
     common  shares.  That price must  therefore  be dependent on the value that
     each  individual  buyer and  seller  place on the future  prospects  of the
     company,  rather  than  any  objective  measurement.  This  is a very  risk
     position for shareholders, as the majority perception may turn negative and
     price decline severely.

     THE COMPANY HAS LIMITED FUNDS.
     Funds are the fuel needed to drive the  company.  Should  current  funds be
     consumed,  and the company not be able to attract more  capital,  prospects
     for shareholders  would become extremely  negative,  and shareholder losses
     will inevitably occur.

     THERE IS NO ASSURANCE THAT THE COMPANY CAN ACCESS ADDITIONAL CAPITAL.
     The  company  will  need to  demonstrate  performance  in order to  attract
     additional capital. As the mineral exploration  business has a high element
     of chance  associated  with it,  it is  possible  that none of the  current
     properties will have any value.  The capital markets could perceive this to
     be a  demonstration  of  poor  performance,  and be  unwilling  to  provide
     additional funds.  Should this happen,  shareholders will incur significant
     losses.

     THERE  IS NO  ASSURANCE  THAT THE  TRANSACTIONS  DISCLOSED  HEREIN  WILL BE
     SUCCESSFUL IN ITS QUEST TO FIND A COMMERCIALLY  VIABLE  QUANTITY OF MINERAL
     RESOURCES.
     Unless the company is able to secure other more viable projects,  providing
     better  future  prospects,  buyer  interest for common  shares will decline
     severely, resulting in lower prices and significant shareholder losses.

     THERE IS NO ASSURANCE THAT OTHER  PROSPECTIVE  MINERAL  PROPERTIES OR OTHER
     ASSETS CAN BE  ACQUIRED,  AND IF  ACQUIRED  THAT THE  NECESSARY  ADDITIONAL
     CAPITAL CAN BE ATTRACTED.
     Either of these is possible. Either occurring will have the same inevitable
     outcome. Demand for the common shares will decline severely, resulting in a
     drop in trading price, and significant shareholder losses.

     THE COMPANY HAS A HISTORY OF OPERATING LOSSES AND MAY HAVE OPERATING LOSSES
     AND A NEGATIVE CASH FLOW IN THE FUTURE.
     This  will  mean  that  additional  shares  will  need  to be  sold to fund
     operations. Without a concurrent improvement in future prospects, this will
     result in supply of stock  exceeding  demand,  and much lower prices.  This
     will cause shareholders to lose money.

     THE COMPANY'S AUDITORS HAVE INDICATED THAT U.S.  REPORTING  STANDARDS WOULD
     REQUIRE THEM TO RAISE A CONCERN ABOUT THE COMPANY'S  ABILITY TO CONTINUE AS
     A GOING CONCERN.
     Additional  capital  will  need to be  raised.  This  could  result  in the

                                       4
<PAGE>
     perception  of lowered  future  prospects,  lower demand for the  company's
     common share, lower stock prices, and shareholder losses.

     THERE  CAN BE NO  ASSURANCE  THAT A  LIQUID  MARKET  WILL  DEVELOP  FOR THE
     COMPANY'S SHARES AND THEREFORE NO ASSURANCE THAT  SHAREHOLDERS WILL BE ABLE
     TO SELL THEIR SHARES.
     Lack of liquidity that prevents  shareholders from selling, or limits their
     abilities  to sell,  will all too  likely  lead to  significant  losses for
     shareholders.

     MANAGEMENT  HAS LITTLE  EXPERTISE  IN MINING,  WHICH MAY  ULTIMATELY  CAUSE
     SHAREHOLDERS TO LOSE MONEY.
     Management may waste the company's limited capital on worthless properties,
     or it may do the wrong things with properties that could have value. Either
     way, the outcome will be the same.  Money will have been wasted without any
     corresponding  creation  of value.  This will  cause  shareholders  to lose
     patience  and lose  interest.  This could lead to  significantly  increased
     selling  of  shares,  driving  down the  price,  and  leading to losses for
     investors.

     THE COMPANY'S  COMMON STOCK IS THINLY TRADED SO IT IS MORE  SUSCEPTIBLE  TO
     EXTREME  RISES OR DECLINES  IN PRICE,  AND YOU MAY NOT BE ABLE TO SELL YOUR
     SHARES AT OR ABOVE THE PRICE PAID.
     You may have difficulty  reselling shares of our common stock, either at or
     above the price paid, or even at fair market value.  The stock market often
     experiences  significant  price and volume  changes that are not related to
     the operating performance of individual  companies,  and because our common
     stock is thinly  traded it is  particularly  susceptible  to such  changes.
     These broad market  changes may cause the market price of our common shares
     to  decline,  regardless  of how well  the  company  performs.  This may be
     exaggerated  by the fact  that  the  shares  trade on the  over-the-counter
     bulletin  board  ("OTCBB"),  which is owned and  operated by the  Financial
     Industry  Regulatory  Authority  ("FINRA").  Trading  on the OTCBB is often
     extremely sporadic, and subject to manipulation by market-makers, and short
     sellers.  This may  cause  you to lose  money  as you may  have  difficulty
     selling the shares that you own.

     THE  COMPANY'S  COMMON STOCK IS SUBJECT TO THE "PENNY  STOCK"  REGULATIONS,
     WHICH ARE LIKELY TO MAKE IT MORE DIFFICULT TO SELL.
     A "penny stock" is generally a stock trading under $5.00 per share, and not
     registered  on a  national  securities  exchange  or quoted  on the  NASDAQ
     national  market.  The SEC has adopted  rules that  regulate  broker-dealer
     practices in connection  with  transactions  in penny stocks.  These rules,
     intended  to  protect  investors,  generally  have the  result of  reducing
     trading in such stocks,  restricting the pool of potential  investors,  and
     making it more  difficult for investors to sell their shares once acquired.
     Since our common  shares are subject to the "penny  stock"  rules,  you may
     find it more difficult to sell your shares.

     AS A FOREIGN  ISSUER,  THE  COMPANY IS EXEMPT  FROM  CERTAIN  INFORMATIONAL
     REQUIREMENTS OF THE EXCHANGE ACT TO WHICH DOMESTIC ISSUERS ARE SUBJECT.
     As a  foreign  issuer  we  are  not  required  to  comply  with  all of the
     informational  requirements of the Exchange Act. As a result,  there may be
     less information  concerning our company publicly available than if we were
     a domestic United States issuer. In addition, our officers,  directors, and
     principal  shareholders  are exempt  from the  reporting  and short  profit
     provisions  of Section 16 of the Exchange  Act,  and the rules  promulgated
     thereunder. Therefore, our shareholders may not know on a timely basis when
     our officers, directors, and principal shareholders purchase or sell shares
     of our common stock.

     AS A CANADIAN  COMPANY WITH MOST ASSETS AND KEY PERSONNEL  LOCATED  OUTSIDE
     THE UNITED  STATES,  YOU MAY HAVE  DIFFICULTY  IN ACQUIRING  UNITED  STATES

                                       5
<PAGE>
     JURISDICTION,  OR ENFORCING A UNITED  STATES  JUDGMENT  AGAINST US, OUR KEY
     PERSONNEL, OR ASSETS.
     As a  Canadian  company  many of our assets  and key  personnel,  including
     directors and officers,  reside outside the United States.  As a result, it
     may be difficult or impossible  for you to effect service of process within
     the United States upon us or any of our key personnel or to enforce against
     us or any of our key personnel judgments obtained in United States' courts,
     including  judgments  relating to United States  federal  securities  laws.
     Canadian  courts may not permit you to bring an original  action in Canada,
     or recognize or enforce  judgments of United States courts obtained against
     us predicated  upon the civil  liability  provisions of federal  securities
     laws of the United States,  or of any state thereof.  Furthermore,  because
     many of our assets are located in Canada,  it would be extremely  difficult
     to access these assets to satisfy any award entered  against us in a United
     States court. Accordingly,  you may have more difficulty in protecting your
     interests in the face of actions  taken by our  management,  members of our
     board  of  directors,  or  our  controlling  shareholders  than  you  would
     otherwise as shareholders of a United States public company.

     THE  COMPANY  DOES NOT  INTEND TO PAY ANY  COMMON  STOCK  DIVIDENDS  IN THE
     FORESEEABLE FUTURE.
     We have never declared or paid a dividend on our common stock, and, because
     we have very limited  resources,  we do not anticipate  declaring or paying
     any dividends in the foreseeable future. It is unlikely that the holders of
     our common shares will have an  opportunity  to profit from anything  other
     than  potential  appreciation  in the value of our  common  shares.  If you
     require dividend income, you should not rely in an investment in our common
     shares to provide it.

     FUTURE  ISSUANCES OF COMMON STOCK MAY DEPRESS  STOCK PRICES AND DILUTE YOUR
     INTEREST.
     We may issue additional shares of our common stock in future financings, or
     grant stock options to our employees,  officers, directors, and consultants
     under our stock incentive plan. Any such issuances could have the effect of
     depressing  the market price of our common stock,  and, in any case,  would
     dilute  the   percentage   ownership   interests  in  our  company  of  our
     shareholders.   In  addition  we  could  issue  securities  having  rights,
     preferences and privileges senior to those of our common shares. This could
     depress the value of our common shares.

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY.

The Company was incorporated under the laws of the Province of British Columbia,
Canada,  by filing of Memorandum  and Articles of  Association  on September 20,
1983,  under the name Rainbow  Resources  Ltd. The company's name was changed to
Widescope  Resources  Ltd.  on May 1, 1984,  and to Gemini  Technology  Inc.  on
September 17, 1985. In conjunction  with a reverse split of its common shares on
a five-old for one-new basis, the Company adopted the name International  Gemini
Technology  Inc effective  September 23, 1993. The Company's name was changed to
Widescope Resources Inc.,  effective July 12, 2006. Effective April 19, 2010 the
Company's shareholders approved a special resolution to reorganize the Company's
capital  structure by consolidating in a reverse stock split the existing common
shares on the basis of each two (2) old shares  being equal to one (1) new share
and  concurrently   increasing  the  authorized  capital  of  the  Company  from
100,000,000  common  shares  without par value to an unlimited  number of common
shares  without  par value.  Also  effective  this date the  Company's  name was
changed to North American  Nickel Inc. to reflect its new focus.  All references
to common shares, stock options,  warrants and weighted average number of shares
outstanding in accompanying financial statements reflect the share consolidation
unless otherwise noted. The Company is currently in good standing under the laws
of British  Columbia.  The  registered  and  records  office of the  Company are
located at #1750 - 1185 West Georgia Street,  Vancouver, B.C. Canada V6E 4E6 and

                                       6
<PAGE>
the Company's  principal executive offices are located at #208 - 828 Harbourside
Drive North Vancouver, B. C. V7P 3R9, telephone 604-904-8481.

During 2004  alternatives  in the  resource  sector were  explored.  Oil and gas
projects  were   investigated,   and  one  in  particular  was  the  subject  of
considerable  attention.  Increasing  energy prices brought with them increasing
expectations  on the part of the  owners  of that  project,  ultimately  causing
interest to wane. Precious metals projects continued to be reviewed as the entry
cost was deemed to be lower, and expenditures in minerals  exploration  appeared
to  be  more   controllable.   Toward  the  end  of  2004,  the  Directors  were
contemplating making a proposal on one particular project.

A proposal was made on a precious  metals mining  prospect in 2005. The precious
metals  prospect  wass  comprised of some 2800  hectares in the Rice Lake Mining
area of the Province of Manitoba, Canada. The property is just over 3 miles from
a mine that had  produced  over 1.3 million  ounces of gold before  being closed
because  it became  uneconomic  at $35 per ounce  gold.  (This mine has now been
reopened.)  The  company  carried out early stage  geological  and related  work
during 2005, through an investment in the company owning the mining claims.

In 2006 further work was done on the prospect,  In accordance  with the terms of
the agreement with the owners of the prospect the cost of work done  effectively
resulted in the company acquiring  ownership in the company owning the prospect.
This,  combined with the exercise of an option agreement with one of the owners,
results  in  Widescope  now  owning  just  over 65% of the  company  owning  the
prospect.

In 2007 due to  unavailability  of qualified  personnel no significant  work was
undertaken on the claims in the Rice Lake Mining area.

In 2008, world economic  conditions abruptly curtailed access to new capital. No
significant  work was  undertaken  in order to preserve  the  company's  limited
capital.  In April 2010 the Company initiated a series of actions to realign its
focus into the field of nickel  exploration in the prolific  nickel belts around
Sudbury,  Ontario and Thompson  Manitoba.  These actions were reported in a news
release dated April 6, 2010.

B. BUSINESS OVERVIEW

In April  2005 the  Company  entered  into a  subscription  agreement  to invest
$200,000 into Outback  Capital Inc. dba Pinefalls Gold ("PFG") a private Alberta
company with certain directors and a principal shareholder of PFG in common with
the Company.

As of April 23, 2010 the Company's  owns 65.42% of the common shares of PFG. The
Company has entered into an agreement with an independent  third party that will
result in it divesting its interest in Outback  Capital Inc.,  and its remaining
interest in the Rice Lake properties.

Between 2005 and 2008 PFG actively  explored for mineral resources on its mining
claims in the area of  Bissett,  Manitoba.  The claims are  included in the Rice
Lake  greenstone  belt and cover an area of  approximately  2800  hectares.  The
claims are the subject of Qualifying Reports dated May 1, 2006 and June 30, 2004
prepared by Edward Sawitzky,  P. Geo. of Arc Metals Ltd.  ("Arc").  Arc prepared
the report to standards dictated by National Instrument 43-101.

Following the  recommendations  of the May 2006  Qualifying  Report - during the
summer of 2006 an exploration  program was completed under PFG's direction.  The
primary focus of the work plan was to complete more detailed  geological mapping
of the claims,  stripping of  over-burden  and grab sampling.  Approximately  30
man-days  of field  work were  completed  and more  than  seventy  samples  were

                                       7
<PAGE>
collected and delivered to TSL Laboratories in Saskatoon for assay and analysis.
Subsequent  to the year-end  the Company has  received the detailed  geologist's
maps, data and assay results. Review of these materials plus the detailed report
of the activities, findings and recommendations are under review by the Company.
This review,  and a small amount of professional work represent the total of the
progress  made in  2007,  to some  extent  due to the  inability  to  attract  a
geologist to the short work window the Company wanted.

Although the Company  remains  optimistic  about the prospect for discovery of a
definable  mineral  resource  on its  claims in  Manitoba  in 2009 it decided to
option-out its rights to Cougar Further  groundwork  will be required to elevate
the status of the claims to drill-ready.  Cautious  optimism was gained from the
reported success of the local San Gold Corp., in extending existing gold bearing
veins and  discovering  new ones, by deeper  drilling  below their  existing San
Antonio mine site.

In  conducting  its  business  operations,  the Company is not  dependent on any
patented or license processes, technology,  industrial,  commercial or financial
contract or new manufacturing processes.

The  Company  competes  with  other  exploration  companies,  some of which have
greater  financial  resources and technical  facilities,  for the acquisition of
mineral  interests,  as well as for the  recruitment  and retention of qualified
employees.  Exploration in Manitoba has experienced a dramatic revival in recent
years and  increased  activity  is  forecast  for the  future.  We  compete  for
qualified employees with other Canadian companies, including Harvest Gold Corp.,
Grandview Gold Inc., and San Gold Corp. amongst others.

With the dramatic and possibly  unprecedented  contraction  of global  financial
markets  experienced in 2008, a tidal wave of qualified people became available.
Suddenly,  capital became unavailable.  Exploration companies everywhere reduced
overhead. There is little evidence that this situation is improving.

Access to capital  eased  marginally  toward the latter part of 2009 and beyond.
More capital became available,  and enthusiasm for mining projects  increased at
much the same time. The latter because of expectations  of increased  inflation,
bringing increased demand for precious metals. And because of the expectation of
an increasing demand for base metals from Asia.

To focus on the expected  increased demand for base metals, the Company has into
agreements to acquire  rights to four  properties in the Sudbury  Ontario nickel
belt,  and one  agreement to acquire 100%  ownership of another  property in the
area of the Thompson  Manitoba nickel belt. As part of this change in focus, the
Company has entered  into an arms length  agreement to divest of its interest in
Outback  Capital Inc., and through this, its interest in the Pine Falls Manitoba
gold properties.

The Company has arranged two non-brokered  private placements to finance working
capital  and the  first  exploration  work at Post  Creek  and Bell  Lake in the
Sudbury  nickel  belt.  It has also  attracted  four new  directors,  each  with
significant  experience  in  mineral  exploration,  to  replace  three  previous
directors, and add one additional director.

C. ORGANIZATIONAL STRUCTURE.

The  Company is part of no other  group.  During  the year  ended June 30,  2006
Outback  Capital Inc. dba Pinefalls Gold ("PFG") a private  Alberta  corporation
became a majority-owned  subsidiary of the Company.  PFG was incorporated  under
the Alberta  BUSINESS  CORPORATIONS  ACT on  February  6, 2001.  The Company has
entered  into an  agreement  with an arms  length  entity that will result in it
divesting of its interest in Outback Capital Inc.

                                       8
<PAGE>
D. PROPERTY, PLANTS AND EQUIPMENT.

The Company's head office and principal facility, which is leased, is located at
828 Harbourside Drive, North Vancouver.

The Company  through its 65%  ownership  of PFG,  has  interests in the fourteen
mineral claims  referenced  above.  During April 2009 PFG entered into an Option
and Purchase and Sale Agreement with Cougar Minerals Corp.  ("Cougar"),  whereby
Cougar was granted an option to purchase  the  fourteen  remaining  Bissett area
mineral claims for total  consideration  of $180,000.  Cougar's  payments to PFG
will be made as  follows:  $10,000  (paid) and the  issuance  of 500,000  common
shares at an estimated fair value of $25,000 ($0.05 per share)  immediately,  in
consideration of the grant of the option; and upon exercise of the option Cougar
may elect to acquire a  100-per-cent  interest  by  payments  of further  annual
purchase  payments of $25,000,  $50,000 and $70,000 by April 30, 2010, 2011, and
2012, respectively with the subsequent purchase payments secured by a Promissory
Note issued by Cougar to PFG.

The Company has entered into 4 agreements  to acquire  rights to the Post Creek,
Bell Lake,  Woods Creek and Halcyon  properties in the Sudbury,  Ontario  nickel
belt;  and an agreement to acquire 100%  ownership of the  high-grade  Ni-Cu-PGE
South Bay property near  Thompson and the large  grassroots  Thompson  North and
Cedar Lake properties, which are part of the world-class Thompson Nickel Belt.

SUDBURY NICKEL PROPERTIES:

POST CREEK:  The  property is located 35 km east of Sudbury in Norman and Parkin
townships  and  consists  of 35  contiguous  unpatented  mining  claims  and one
isolated claim  covering an area of 688 hectares.  It is  strategically  located
adjacent to the producing Podolsky copper-nickel-platinum group metal deposit of
FNX Mining.  The property  lies along the  extension of the Whistle  Offset Dyke
Structure which is a major geological control for Ni-Cu-PGM mineralization. This
structure  hosted the former INCO  Whistle  Offset  copper-nickel-PGM  Mine (5.7
million tons grading  0.33% Cu, 0.95% Ni and 3.77 g/t total  platinum  metals as
well as the Podolsky North and Podolsky 2000 copper-precious metal deposits. FNX
forecast the production of 372,049 tons of ore at Podolsky  yielding 1.8 million
pounds of payable  nickel,  28.5  million  pounds of  payable  copper and 27,300
ounces of payable  platinum,  palladium  and gold for 2009.  Previous  operators
located the  extension  of the Whistle  Offset Dyke  structure on the Post Creek
property as a direct result of their  geological,  geophysical  and Mobile Metal
Ion geochemical  surveys.  Drilling on this structure  intersected a 0.66 m near
solid to solid  sulphide  zone with 0.48%  copper,  0.08%  nickel,  53 parts per
billion  (ppb)  palladium,  34  ppb  platinum  and 20 ppb  gold.  A rock  sample
collected along the structure  assayed 0.83% Ni, 0.74% Cu, 0.07% Co, 2241 ppb Pt
and 1051 ppb Pd. Significant  potential for nickel-copper-PGM is demonstrated on
the Post Creek property.

A NI 43-101 compliant  Technical Report has been  commissioned,  with Dr. Walter
Peredery, formerly of INCO, as the author.

BELL  LAKE:  The  Bell  Lake  property  is  a  256  acre  property  that  covers
approximately  1 km of the Mystery Offset Dyke or "MOD".  The MOD is interpreted
to be an  extension  of the  Worthington  Offset  Dyke  which is a 10-11 km long
mineralized  structure  that  extends from the  southwest  margin of the Sudbury
Igneous   Complex.   Offset  Dyke   environments   are   significant   hosts  to
nickel-copper-PGM  mineralization  in the Sudbury Basin. The Worthington  Offset
Dyke  hosts  the past  producing  Worthington  Mine and the  Victoria  Mine (1.5
million tons of 2.2% copper,  1.5% nickel and 2.3 g/t total precious metals). It
is also host to Vale Inco's Totten Mine  development  (10.1 million tons at 1.5%
nickel,  2% copper  and 4.8 g/t  platinum  group  metals).  Crowflight  Minerals
AER-Kidd  property  also occurs  within the  Worthington  Offset.  The Bell Lake

                                       9
<PAGE>
property  is  marked  by  surface   exposures  of   disseminated  to  near-solid
nickel-copper  sulphide  mineralization with PGM values. The Mystery Offset Dyke
offers  excellent   exploration   potential  for  the  discovery  of  additional
nickel-copper-PGM  mineralization.  Deep-looking ground geophysical technologies
and diamond  drilling will test the property after detailed  geological  mapping
has been undertaken on the property.

HALCYON: The property is located 35 Km NNE of Sudbury in the SE corner of Parkin
Twp, and consists of 46 unpatented  mining claims.  It is readily  accessible by
paved and  all-weather  gravel  road.  Halcyon  is  adjacent  to the Post  Creek
property  and  contains  the  extension  of the  metallogenetically  significant
Whistle  Offset  Structure.  It is  approximately  2 km north  of the  producing
Podolsky Mine of FNX Mining. Previous operators on the property defined numerous
conductive  zones based on induced  polarization  (I.P.) surveys with coincident
anomalous soil geochemistry.  Base and precious metal  mineralization  have been
found in multiple  locations on the property but follow-up  work was never done.
The former producing Jon Smith Mine  (nickel-copper-cobalt-platinum) is situated
1 Km North of the property.

WOODS CREEK:  The Woods Creek claim block is located in Hyman  Township about 50
km west of Sudbury and  comprises  eight  contiguous  unpatented  mining  claims
covering  1,264  hectares.  The  target  on  the  property  is  disseminated  to
near-solid  nickel-copper-cobalt-PGM   mineralization  hosted  within  Nipissing
Diabase dykes which cover 50% of the property.  This style of  mineralization is
currently being mined by Ursa Major Minerals at their Shakespeare  deposit 15 km
southwest of the Woods Creek property.  It contains 7,301,000 tons grading 0.37%
Ni, 0.39% Cu, 0.024% Co, 0.37 g/t Pt, 0.40 g/t Pd and 0.20 g/t Au.

Previous  operators  defined a number of  mineralized  zones on the Woods  Creek
property,  but  little  follow-up  exploration  was  undertaken.  The Main  Zone
prospect is a zone of 10-40% pyrrhotite-chalcopyrite mineralization that assayed
1.22% Cu, 0.95% Ni, 354 ppb combined Pt and Pd and 136 ppb Au. Diamond  drilling
on  this  zone  intersected  a 6.5 m  section  of  gabbro  with  pyrrhotite  and
chalcopyrite  that  assayed up to 1.09% Ni, 0.37% Cu, 301 ppb combined Pt and Pd
and 1110 ppm Co (0.11%).  The  Ravenshill  prospect was  discovered in 2005 as a
result of geological mapping and prospecting. It comprises near solid pyrrhotite
and  chalcopyrite in brecciated  gabbro with assays of 0.66% Ni, 0.90% Cu, 0.09%
Co, 68 ppb Pt, 227 ppb Pd and 46 ppb Au.

MANITOBA NICKEL PROPERTIES:

SOUTH BAY:  Exploration  was spurred at the South Bay property by the September,
2003   discovery   of  a  zone  of   high-grade   nickel   mineralization.   The
nickel-copper-cobalt  platinum group element  ("PGE") zone was found in one wall
of a new road cut 60 km east of the town of Leaf Rapids,  Manitoba.  The average
grade of eleven  samples of near-solid  sulphide  collected  from  boulder-sized
blast  rubble in the road cut  exposure  is 2.42 % Ni, 0.78 % Cu, 697 ppm Co and
1.32 g/t PGE. The mineralization is sedimentary-rock-hosted and exhibits similar
metal characteristics to ores associated with magma-derived nickel deposits that
are mined at Thompson and worldwide.  Airborne  geophysical  surveys (VTEM) have
been flown over the property and preliminary soil geochemical  surveys have been
undertaken.

THOMPSON  NORTH:  The  property  overlies the world class  Thompson  Nickel Belt
("TNB")  where Vale Inco  continues  to mine  nickel-copper-cobalt  and platinum
group element  mineralization  hosted  within  sedimentary  and mafic  intrusive
rocks.  Based on research by the  Manitoba  Geological  Survey the  northeastern
extension of the TNB has been traced through the Thompson North property  making
the area highly  attractive  for  repetitions  of TNB  mineralization.  Airborne
geophysics  (VTEM) has been  flown  over the  property  and  numerous  anomalous
magnetic and electromagnetic features identified.  Follow-up exploration will be
based upon ranking and modeling of geophysics and soil geochemical surveys.

                                       10
<PAGE>
CEDAR LAKE: The property  occupies the southern  portion of the Thompson  Nickel
Belt  where  previous  exploration  based on the  drill-testing  of  geophysical
anomalies  has  identified  key  stratigraphic  components  that host  producing
nickel-copper-cobalt  and platinum group elements at the Thompson and Pipe Mines
of Vale Inco. Nickel mineralization has been intersected in drilling on adjacent
Mineral Exploration Licenses. The prospective rock units are overlain by younger
carbonate  rocks and  conceal the TNB in this area.  The Company has  undertaken
airborne  geophysical  surveys  (VTEM) and  delineated  numerous  conductive and
magnetic  anomalies.  These  anomalies  will be  prioritized  and  drill  tested
subsequent to soil geochemical surveys.

All  technical  information  in this Form  20-F has been  reviewed  by Dr.  Mark
Fedikow,  PGeo, the qualified  person for Widescope  under  National  Instrument
43-101.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

THE FOLLOWING  DISCUSSION AND ANALYSIS  SHOULD BE READ IN  CONJUNCTION  WITH THE
CONSOLIDATED  FINANCIAL  STATEMENTS AND NOTES THERETO  INCLUDED HEREIN (SEE ALSO
"SELECTED  FINANCIAL  DATA").  THE CONSOLIDATED  FINANCIAL  STATEMENTS HAVE BEEN
PREPARED IN ACCORDANCE WITH CANADIAN GAAP.  REFER TO NOTE 11 TO THE CONSOLIDATED
FINANCIAL  STATEMENTS  FOR A DESCRIPTION  OF  TRANSACTIONS  THAT WERE SUBJECT TO
MATERIAL MEASUREMENT  DIFFERENCES BETWEEN CANADIAN GAAP AND U.S. GAAP UNDER ITEM
17.

OVERVIEW

With the acquisition of PFG effective June 30, 2006, the Company's primary focus
shifted to mineral resource exploration operations rather than acquisitions. The
Company charged PFG a modest management fee to offset its reciprocal  efforts to
coordinate  PFG's affairs  until  control of PFG was  acquired.  In 2006 PFG was
charged $9,000 in management  fees.  This  management  function has been largely
carried out by the directors and large shareholders,  at their own expense.  The
Company's  management team,  affiliates and directors have special  expertise in
the areas of operations, due diligence, financial analysis and corporate finance
strategy with respect to emerging growth enterprises.  Additionally, the Company
retains Dockside Capital Group to provide certain management functions and in so
doing can also access its similar expertise.

From time-to-time the Company is approached,  through referral, to provide these
services on a consulting  basis.  Thus the Company has generated some revenue by
providing  these  services.  As these  sources  of  revenue  are not core to the
Company's focus, the services are not actively  marketed.  No consulting revenue
was earned in 2006, 2007, 2008, or 2009; although $20,000 was earned in 2004.

A. OPERATING RESULTS

Historically,  the Company has shown modest  losses for the past several  years.
These  losses  result  largely  from  having  little or no revenue  and  minimal
operating  expenses,  rather  than having  significant  operating  and  overhead
expenses.  In 2004 the Company elected to sell its passive investment,  and this
resulted in a loss that was somewhat greater than usual. Prior to the completion
of the PFG  acquisition,  the  expenses  of the Company  were almost  completely
related to satisfying  regulatory  requirements,  including the annual  meeting,
financial   reporting,   communications  with  shareholders;   and  seeking  and
evaluating   acquisition  prospects  for  suitability  and  ability  to  attract
financing.

With the June 30, 2006 completion of the PFG acquisition the Company's  expenses
became more heavily weighted in favor of the exploration work and analysis being
carried out on those  properties.  The Company will continue in the  exploration
business via the April 2010 agreements to acquire rights to the Post Creek, Bell

                                       11
<PAGE>
Lake,  Woods Creek and Halcyon  properties in the Sudbury,  Ontario nickel belt;
and the agreement to acquire 100%  ownership of the high-grade  Ni-Cu-PGE  South
Bay property near  Thompson and the large  grassroots  Thompson  North and Cedar
Lake properties, which are part of the Thompson Nickel Belt.

As a result of initiatives that were announced on April 6, 2010, activities will
shift from the Bissett  area and precious  metals,  to base metals in and around
Sudbury Ontario, and Thompson Manitoba.

BUSINESS OVERVIEW

With the April 2010 entry into base metal  exploration  North American Nickel is
effectively  a new  company  with  its  first  focus  on  its  two  key  Sudbury
properties.  The Post Creek property is  strategically  located  adjacent to the
producing Podolsky copper-nickel-platinum group metal deposit of FNX Mining. The
property lies along the extension of the Whistle Offset dike structure, which is
a major geological control for Ni-Cu-PGM mineralization.  The Bell Lake property
is a 256-acre  property that covers  approximately  one kilometre of the Mystery
Offset dike or MOD. The MOD is interpreted to be an extension of the Worthington
Offset  dike  which is a 10- to  11-kilometre-long  mineralized  structure  that
extends from the southwest  margin of the Sudbury igneous  complex.  The Company
also has rights to explore the Woods Creek and Halcyon properties in the Sudbury
area; and has an agreement to acquire 100% ownership to the high-grade Ni-Cu-PGE
South Bay property near  Thompson and the large  grassroots  Thompson  North and
Cedar Lake properties, which are part of the world-class Thompson Nickel Belt in
Manitoba.

The Company has entered into an  agreement  with an  independent  entity to sell
Outback Capital Inc., and its remaining interest in this property. This was done
in order to prepare for the shift in focus from precious metals to base metals.

FLUCTUATIONS IN RESULTS

The Company's annual operating results fluctuate,  but very little.  Revenues at
this point are solely derived from consulting  activities  which are not core to
the Company's focus and will fluctuate  greatly based upon the Company's receipt
of infrequent,  third-party  referrals for these  services.  There is no revenue
from  operations.  Expenses  fluctuate on the basis of costs for exploration and
related  activities,  and the ever increasing  administrative and other costs of
complying  with the various  regulatory  requirements  of a public  company.  We
expect that these  regulatory  related expenses will continue to increase due to
the  upward  pressure  on  professional  fees  charged to  reporting  companies,
resulting from changes to securities legislation throughout North America.

With the April 2010 entry into the arena of base metal  exploration  the Company
expects to report significant  additional  expenses in the future related to the
exploration  activities  undertaken  in the  Sudbury  area  of  Ontario  and the
Thompson Nickel Belt in Manitoba. Following the expected sale of Outback Capital
Inc.,  the Company will have no further  expenses  related to exploration in the
Bissett area.

B. LIQUIDITY AND CAPITAL RESOURCES

Since the  Company is  organized  in Canada,  the  Company's  December  31, 2009
consolidated financial statements have been prepared in accordance with Canadian
generally accepted accounting principles.

As at December 31, 2009, the Company had accumulated losses totaling $13,781,986
and a working  capital deficit of $102,535.  The  continuation of the Company is

                                       12
<PAGE>
dependent  upon the  continued  financial  support  of  shareholders  as well as
obtaining additional financing for the current and subsequent resource projects.

As noted,  these conditions raise  substantial doubt about the Company's ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustment that might arise from  uncertainty.  The auditors' report includes an
explanatory  paragraph  disclosing the Company's  ability to continue as a going
concern.

As at December  31,  2009 the Company had cash of $16,515 and a working  capital
deficit of $102,535.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

Not applicable

D. TREND INFORMATION

The major  trends  impacting  the company and its industry are lack of access to
capital,   caused  by  the  severe  global   financial   contraction,   and  the
corresponding  contraction of demand for most commodities.  Only precious metals
seem to have continuing and possibly increasing demand.

IMPACT OF INFLATION

The Company  believes that  inflation had minimal effect on costs related to its
exploration activities in the 12 months ending December 31, 2009.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to the Company.

E. OFF-BALANCE SHEET ARRANGEMENTS

Not applicable

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Not applicable

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

It should be noted that the  management  discussed  below is primarily  involved
with the Company's current  activities.  As the Company concludes an acquisition
or merger,  or embarks on any other type of project,  additional  personnel with
differing areas of expertise will be utilized. Directors are elected annually by
a majority  vote of the  shareholders  and hold  office  until the next  general
meeting  of the  shareholders.  Officers  are  appointed  by,  and  serve at the
discretion of, the board of directors. The names, place of residence,  positions
within the Company and the  principal  occupations  of the  directors and senior
officers of the Company are set out below.

                                       13
<PAGE>
A. DIRECTORS AND SENIOR MANAGEMENT.

 Name, Municipality of                        Principal Occupation and
Residence and Position                          Position During the
 with the Corporation             Age              Past Five Years
 --------------------             ---              ---------------

Douglas E. Ford (1)               46    Director   since   September  10,  1992;
West Vancouver, B.C.                    General Manager of Dockside  Capital,  a
Director                                private  merchant  banking  and  venture
                                        capital firm, from 1986 to present.

Richard J. Mark                  60     CEO & Chairman of VMS Ventures Inc. from
North Vancouver, BC                     2002  -  present,   CEO  &  Chairman  of
Chairman & Chief Executive              Harvest  Gold  Corporation  from  2005 -
Officer                                 present     President     &    CEO    of
                                        Pancontinental   Uranium  Corp.(formerly
                                        Centram  Exploration  Ltd.)  from 2007 -
                                        present.

John Roozendaal                  42     President of VMS Ventures Inc. from 1996
Brandon, MB                             -  present  President  of  Harvest  Gold
Director                                Corporation from 2005 - present

Mark Fedikow                     57     President of Mount Morgan Resources Inc.
Winnipeg,  MB                           year  -  present   Director  and  VP  of
President & Director                    Exploration  and Technical  Services for
                                        VMS Ventures Inc. 2008 - present



                                 65     President of Search  Minerals  Inc. from
James Clucas                            June  2009  -   present;   Chairman   of
North Vancouver, BC                     International Nickel Ventures Corp. from
Director                                August 2009 until March 2009;  President
                                        & CEO of  International  Nickel Ventures
                                        Corp.  from  February  2007  until  July
                                        2007;  President of International Nickel
                                        Ventures  Corp.   from  September  2003,
                                        until November 2005.

Edward D. Ford (1)               74     Director since March 20, 1990;  also has
Whistler,  B.C.                         devoted  a   portion   of  his  time  to
Chief Financial  Officer                investment  activities  and as President
& Director                              of Dockside Capital,  a private merchant
                                        banking and venture  capital  firm,  for
                                        more than the last five years; chartered
                                        accountant for more than 40 years.

- ----------
(1) Edward Ford is the father of Douglas Ford.

B. COMPENSATION.

Management  compensation  is  determined  by the  board  of  directors  based on
competitive  prices for services  provided.  During the year ended  December 31,
2009,  directors  and  officers,   including  private  companies  controlled  by
directors and officers,  as a group,  were paid a total of $24,000 in management
fees and rent. See "Item 7. Major  Shareholders and Related Party  Transactions"
for more detail on fees paid to members of  management  or to entities  owned by
them.

For the year ended  December  31,  2009,  the Company  paid no  compensation  to
Directors  for acting as  Directors.  The  Company  does not have any pension or
retirement plans, nor does the Company  compensate its directors and officers by
way  of any  material  bonus  or  profit  sharing  plans.  Directors,  officers,
employees  and other key personnel of the Company may be  compensated  by way of
stock options.

                                       14
<PAGE>
C. BOARD PRACTICES.

Pursuant to the provisions of the COMPANY ACT (BC), the Company's  directors are
elected   annually  at  the  regularly   schedules  annual  general  meeting  of
shareholders.  Each  elected  director is elected for a one-year  term unless he
resigns prior to the expiry of his term.

The  Company  has no  arrangements  in place for  provision  of  benefits to its
directors or upon their termination.

The Board has one  committee,  the Audit  Committee,  made-up of Messrs.  Edward
Ford, James Clucas and Douglas Ford. The Audit Committee meets with the auditors
annually prior to completion of the audited  financial  statements and regularly
with  management  during the fiscal year. On May 2, 2006, the Company's board of
directors adopted a new charter for the Audit Committee.

D. EMPLOYEES.

Effective at December 31, 2009 the Company had no salaried employees.

E. SHARE OWNERSHIP.

A total of ten percent  (10%) of the common  shares of the Company,  outstanding
from time to time,  are reserved for the issuance of stock  options  pursuant to
the Company's  Incentive  Stock Option Plan. None were allocated at December 31,
2009. Other information on ownership is contained in the table below.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.

A. MAJOR SHAREHOLDERS.

The  following  table  sets  forth  certain  information   regarding  beneficial
ownership of the Company's shares at December 31, 2009 by (i) each person who is
known to own  beneficially  more  than 5% of the  Company's  outstanding  Common
Stock, (ii) each of the Company's directors and executive officers and (iii) all
current directors and executive  officers as a group. The table does not reflect
common  shares  held of  record  by  depositories,  but does  include  currently
exercisable  options  and  warrants  which are  included in the  calculation  of
percentage of class  ownership for each  individual  holder.  As of December 31,
2009 there were  5,441,726  common  shares issued and  outstanding.  Each of the
listed persons may be reached at the Company's head offices.

                                       15
<PAGE>
 Name and Address                  Amount and Nature of           Percent of
of Beneficial Owner                Beneficial Ownership              Class
- -------------------                --------------------              -----

Principal Holders
Not applicable

Officers and Directors
Edward Ford                             2,246,500  (1)               41.3%
Douglas Ford                              457,000  (2)                8.4%
Richard J. Mark                                 0
John Roozendaal                                 0
Mark Fedikow                                    0
James Clucas                                    0

All Officers and Directors
 as a Group (6 persons)                 2,703,500                    49.7%

- ----------
(1)  Includes  741,500  shares held  directly;  and 215,000  shares held through
     Singer  Associates  Holdings Ltd.; and 215,000 shares held through  Arizona
     Outdoor   Specialists  Inc.;  and  215,000  shares  held  through  BWN  Oil
     Technologies  Inc.; and 215,000 shares held through  Dockside Capital Group
     Inc.;  and 215,000  shares held through Good Times  Enterprises  Inc.;  and
     215,000  shares held through  Specialty  Holdings  Inc.; and 215,000 shares
     held through Wheels `n Gear Inc.
(2)  Includes 242,000 shares held directly; and 215,000 shares held through Wink
     Holdings Ltd.

The Company has arranged two non-brokered  private  placements of common shares.
The first will consist of  10,000,000  post-consolidation  shares at $0.05.  The
second will consist of 10,000,000  post-consolidation  units at $0.06. Each unit
consists of one post consolidation  share and one  non-transferrable  warrant to
purchase an  additional  post-consolidation  common share at $0.10 for 30 months
after  closing.  The  warrants  may be subject to earlier  expiry.  Both private
placements  are  expected to close prior to May 15,  2010.  The  closings of the
private  placements when combined with the share issuances  required to complete
the acquisition of the Ontario and Manitoba nickel properties will result in new
share  positions  being created that could have an influence on the direction of
the  Company.  The  Company  knows  of no  other  arrangements  which  may  at a
subsequent date result in a change in control of the Company.

B. RELATED PARTY TRANSACTIONS.

During  the  fiscal  year ended  December  31,  2009,  directors,  officers  and
companies  controlled  by them have been engaged in the  following  transactions
with the Company:

During the year ended  December  31,  2009, a company in which a director has an
interest charged the Company $24,000 (2008: $24,000, 2007: $24,000) for rent and
management fees. The unpaid portion of these amounts,  plus additional  advances
and other amounts due to directors, aggregating (2009: $143,723, 2008: $118,657)
is included in accounts payable and accrued liabilities at December 31, 2009.

The above  transactions  were made on terms as favorable as or more favorable to
the Company than those that could be obtained from unaffiliated third parties.

                                       16
<PAGE>
C. INTERESTS OF EXPERTS AND COUNSEL

Not required

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See Item 17 and our consolidated  financial  statements and  accompanying  notes
beginning on page F-1

B. SIGNIFICANT CHANGES

The Company is not aware of any significant  change since December 31, 2009 that
is not otherwise reported in this filing.

ITEM 9. THE OFFER AND LISTING

Effective December 21, 2006 our common shares became quoted on the United States
OTC Bulletin Board, under the symbol "WSCRF". The table below sets forth certain
information  regarding the price history of our common shares. Note this trading
data does not take into  effect the 2-old for 1-new  reverse  split  effected on
April 20, 2010.

            Period                              High (USD)            Low (USD)
            ------                              ----------            ---------

Fiscal year ended December 31, 2007               $0.30                 $0.05
Fiscal year ended December 31, 2008               $0.16                 $0.06
Fiscal year ended December 31, 2009               $0.25                 $0.02

Quarter ended December 31, 2008                   $0.06                 $0.06
Quarter ended March 31, 2009                      $0.06                 $0.01
Quarter ended June 30, 2009                       $0.02                 $0.02
Quarter ended September 30, 2009                  $0.02                 $0.02
Quarter ended December 31, 2009                   $0.25                 $0.02
Quarter ended March 31, 2010                      $0.05                 $0.03

Month ended October 31, 2009                      $0.02                 $0.02
Month ended November 30, 2009 (1)                 $0.02                 $0.02
Month ended December 31, 2009                     $0.25                 $0.02
Month ended January 31, 2010                      $0.05                 $0.05
Month ended February 28, 2010 (1)                 $0.05                 $0.05
Month ended March 31, 2010                        $0.03                 $0.03
Month ended April 30, 2010 (2)                    $0.24                 $0.03

- ----------
(1) No recorded trades
(2) Through April 23, 2010

                                       17
<PAGE>
ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not required

C. MEMORANDUM AND ARTICLES OF ASSOCIATION

     1.   The Company was  incorporated as Rainbow  Resources Ltd.  September 20
          1983 under  certificate of incorporation no. 268952 in the Province of
          British Columbia Canada.  The name was changed to Widescope  Resources
          Ltd. May 1 1984,  to Gemini  Technology  Inc.  September  13 1985,  to
          International  Gemini  Technology  Inc.  September  23  1993,  and  to
          Widescope  Recources  Inc.,  effective  July  12,  2006.  The name was
          subsequemtly  changed to North American  Nickel Inc.,  effective April
          19, 2010. No objects and purposes are described.
     2.   If a director has a material  interest in a matter  subject to a vote,
          he must  declare  it and  abstain  from  voting,  or have his vote not
          counted,  except for certain specific exclusions which include setting
          director compensation.  There are no restrictions on directors issuing
          debt however  shareholder  approval may be required in connection with
          convertible  debt or other debt driven  requirements  to issue shares.
          There  is  no  retirement  age  or  share  ownership  requirement  for
          directors.
     3.   Dividends are declared by directors and subject to any special rights,
          paid to all  holders of shares in a class  according  to the number of
          shares held. Voting rights are one vote per share. Directors stand for
          election every year at the annual meeting. Shareholders have no rights
          to share directly in the company's profits. Subject to prior claims of
          creditors and preferred shareholders,  common shareholders participate
          in any surplus in the event of liquidation  according to the number of
          shares held. The company may redeem shares by directors' resolution in
          compliance  with applicable law unless the company is insolvent or may
          become insolvent by doing so. It must make its offer pro rata to every
          member who holds a class,  subject to applicable  stock exchange rules
          or  company  act  provisions.  The  directors  have  wide  discretion.
          Shareholders   have  no  liability  for  further   capital  calls.  No
          discriminatory   provisions,   against  an  existing  or   prospective
          shareholder  of a  substantial  number of shares,  are  imposed by the
          articles.
     4.   Rights of  holders  of any class of shares  can only be  changed  with
          their consent, and in accordance with the company act. Consent must be
          in writing by the holders or by a three fourths  majority of a vote of
          the  holders,  and by the consent of the British  Columbia  Securities
          Commission.
     5.   A notice  convening an annual general or special  meeting must specify
          the  place,  date,  hour,  and in the case of a special  meeting,  the
          general  nature  of  the  special  business,  and  must  be  given  in
          accordance  with the  company  act.  There are no  special  conditions
          outlining rights of admission.
     6.   There are no limitations on rights to own securities.
     7.   There  are no  provisions  to  delay,  defer,  or  prevent a change in
          control.
     8.   Nothing in the articles requires ownership disclosure.
     9.   Not applicable.
     10.  Not applicable.

D. MATERIAL CONTRACTS

The Company  entered  into a  subscription  agreement  to invest  $200,000  into
Outback  Capital Inc. dba Pinefalls  Gold (PFG) a private  Alberta  Company with
certain directors and principal  shareholders in common with the Company. PFG is
an  exploration  company  with  mining  claims  located in the area of  Bissett,
Manitoba.  The Company will invest  $200,000 in exchange for 4 million  units at
$0.05 per unit,  each unit  comprised  of one  common  share and one  warrant to
purchase an additional  common share at $0.075 for a period of two years.  Prior
to exercising the warrants,  after making the investment of $200,000 the Company

                                       18
<PAGE>
will own approximately 37% of the common shares of PFG. As at December 31, 2005,
the Company had invested $90,000 for 1.8 million units, approximately 17% of the
outstanding common shares of PFG.

In  addition  the  Company  entered  into an  option  agreement  with one of the
principal  shareholders  of PFG, a director of the Company,  which  entitles the
company to acquire a further 3 million  common shares of PFG in exchange for one
million common shares of the Company.  The option,  exercisable at the Company's
discretion until March 31, 2007, was exercised.

Pursuant to the terms of the  subscription  agreement and the option  agreement,
the latter having been  exercised,  the company owns 65.42% of the common shares
of PFG.

On April 6, 2009 the company  entered into an option  agreement  with respect to
its 14 remaining  claims in the Rice Lake area of Manitoba.  The option provides
Cougar Minerals Corporation, a corporation traded on the Canadian National Stock
Exchange (CNSX) to acquire 100% of the company's  interest in these claims,  and
is open for exercise  until April 6, 2009.  The purchase  price is $180,000 with
$35,000 paid as a non-  refundable  deposit.  The deposit was paid as to $10,000
cash and 500,000 of Cougar's common shares at a deemed price of $0.05 per share.

The Company has entered into an agreement with an  independent  entity that will
result in it divesting of Outback Capital Inc.

On April 6, 2010 the Company  announced that it had entered into 4 agreements to
acquire rights to the Post Creek, Bell Lake, Woods Creek and Halcyon  properties
in the Sudbury, Ontario nickel belt; and one agreement to acquire 100% ownership
of the  high-grade  Ni-Cu-PGE  South Bay  property  near  Thompson and the large
grassroots  Thompson  North and  Cedar  Lake  properties,  which are part of the
world-class Thompson Nickel Belt.

E. EXCHANGE CONTROLS

THIS  SUMMARY IS OF A GENERAL  NATURE ONLY AND IS NOT INTENDED TO BE, AND SHOULD
NOT BE INTERPRETED AS, LEGAL ADVICE TO ANY PROSPECTIVE  PURCHASER.  ACCORDINGLY,
PROSPECTIVE  PURCHASERS  OF THE COMPANY'S  SHARES SHOULD  CONSULT WITH THEIR OWN
ADVISORS WITH RESPECT TO THEIR INDIVIDUAL CIRCUMSTANCES.

There are no laws or governmental decrees or regulations in Canada that restrict
the export or import of capital,  or which affect the  remittance  of dividends,
interest or other  payments to holders of the Company's  securities  who are not
residents of Canada, other than withholding tax requirements.  Reference is made
to "Item 7. Taxation".

There are no limitations  imposed by the laws of Canada,  the laws of Alberta or
by the  charter or other  governing  documents  of the Company on the right of a
non-resident  to  hold or vote  common  shares  of the  Company,  other  than as
provided in the Investment  Canada Act (the "Investment  Act") and the potential
requirement for a Competition Act Review.

The following  summarizes  the principal  features of the Investment Act and the
Competition Act Review for a non-resident who proposes to acquire common shares.
This summary is of a general nature only and is not intended to be, nor is it, a
substitute for independent  advice from an investor's own advisor.  This summary
does not anticipate statutory or regulatory amendments.

                                       19
<PAGE>
THE CANADIAN INVESTMENT ACT

The Canadian Investment Act generally  prohibits  implementation of a reviewable
investment  by  an  individual,   government  or  agency  thereof,  corporation,
partnership,  trust or joint  venture that is not a "Canadian" as defined in the
Investment  Act  (a   "non-Canadian"),   unless,   after  review,  the  minister
responsible  for the  Investment  Act (the  "Minister")  is  satisfied  that the
investment is likely to be of a net benefit to Canada. Under the Investment Act,
a United  States  citizen  qualifies as a "World Trade  Organization  Investor."
Subject to the restrictions noted below, an investment in a Canadian business by
a World Trade Organization Investor would be reviewable under the Investment Act
only if it is an investment to acquire control of such Canadian business and the
value  of  the  assets  of the  Canadian  business  as  shown  on its  financial
statements is not less than a specified amount, which for 1999 was $184 million.
An investment in the shares of a Canadian business by a non-Canadian  other than
a "World Trade  Organization  Investor"  when the Company is not controlled by a
World Trade Organization Investor,  would be reviewable under the Investment Act
if it is an investment to acquire control of the Canadian business and the value
of the assets of the Canadian  business as shown on its financial  statements is
$5 million or more, or if an order for review is made by the federal  cabinet on
the  grounds  that the  investment  relates to  Canada's  cultural  heritage  or
national identity.

The acquisition by a World Trade Organization  Investor of control of a Canadian
business in any of the following  sectors is also subject to review if the value
of the assets of the  Canadian  business  exceeds  $5  million  (as shown on its
financial   statements):   uranium,   financial  services  (except   insurance),
transportation  services and cultural businesses,  which include broadcast media
(publication, distribution or sale of books, magazines, periodicals, newspapers,
music,  film and video products and the exhibition of film and video  products),
television and radio services. As the Company's business does not fall under any
of the aforementioned  categories, the acquisition of control of the Company, in
excess of the $5 million threshold, by a World Trade Organization Investor would
not be subject to such review.

A  non-Canadian  would  acquire  control  of the  Company  for  purposes  of the
Investment Act if the non-Canadian acquired a majority of the common shares.

The  acquisition  of less than a majority  but  one-third  or more of the common
shares would be presumed to be an  acquisition  of control of the Company unless
it could be established that, on acquisition,  the Company was not controlled in
fact by the acquirer through the ownership of common shares. Notwithstanding the
review  provisions,  any  transaction  involving the acquisition of control of a
Canadian  business  or  the  establishment  of a new  business  in  Canada  by a
non-Canadian is a notifiable transaction and must be reported to Industry Canada
by the  non-Canadian  making the investment  either before or within thirty days
after the investment.

Certain  transactions  relating to common shares are exempt from the  Investment
Act, including:

     *    an acquisition of common shares by a person in the ordinary  course of
          that person's business as a trader or dealer in securities;
     *    an  acquisition  of control  of the  Company  in  connection  with the
          realization  of  security  granted  for  a  loan  or  other  financial
          assistance  and not for a purpose  related  to the  provisions  of the
          Investment Act; and
     *    an acquisition of control of the Company by reason of an amalgamation,
          merger, consolidation or corporate reorganization, following which the
          ultimate  direct or indirect  control in fact of the Company,  through
          the ownership of common shares, remained unchanged.

                                       20
<PAGE>
CANADIAN COMPETITION ACT REVIEW

Investments  giving  rise  to the  acquisition  or  establishment,  directly  or
indirectly, by one or more persons of control over, or a significant interest in
the whole or part of a business  of a  competitor,  supplier,  customer or other
person are subject to substantive review by Canada's  Competition Law Authority,
the Director of  Investigation  and Research  (the  "Director").  If or when the
Director  concludes  that a merger,  whether by  purchase  or lease of shares or
assets, by amalgamation or by combination, or otherwise, prevents or lessens, or
is likely to prevent or lessen competition substantially, he may apply as may be
necessary to eliminate the  substantial  lessening or prevention of competition.
Such substantive merger review power applies to all mergers, whether or not they
meet limits for pre-notification under the Competition Act.

In addition to substantive  merger review,  the  Competition  Act provides for a
pre-notification regime respecting mergers of a certain size. The regime applies
in  respect  of  share  acquisitions,  asset  acquisitions,   amalgamations  and
combinations.  For ease of reference,  this filing refers  specifically to share
acquisition,  although the pre-notification regime applies, with the appropriate
modification, to other types of acquisition of control as well.

In order for a share acquisition  transaction to be pre-notifiable,  the parties
to the transaction  (being the person or persons who proposed to acquire shares,
and the corporation the shares of which are to be acquired), together with their
affiliates (being all firms with a 50% or more voting shares linkage up and down
the chain) must have:

     (i)  aggregate gross assets in Canada that exceed $400,000,000 in value, as
          shown on their  audited  financial  statements  for the most  recently
          completed  fiscal  year (which  must be within the last  fifteen  (15)
          months); or
     (ii) aggregate gross revenue from sales in, from or into Canada that exceed
          $400,000,000 for the most recently  completed fiscal year shown on the
          said financial statements; and
     (iii)the party being  acquired  or  corporations  controlled  by that party
          must have gross assets in Canada,  or gross  revenues from sales in or
          from  Canada,  exceeding  $35,000,000  as shown on the said  financial
          statements. Acquisition of shares carrying up to 20% of the votes of a
          publicly-traded  corporation,  or  35%  of  the  votes  in  a  private
          corporation,  will not be subject to  pre-notification,  regardless of
          the above thresholds. However, exceeding the 20% or the 35% threshold,
          and again exceeding the 50% threshold,  gives rise to an obligation of
          notification if the size threshold is met.

If a  transaction  is  pre-notifiable,  a filing must be made with the  Director
containing the prescribed information with respect to the parties, and a waiting
period  (either seven or twenty-one  days,  depending on whether a long or short
form filing is chosen) must expire prior to closing.

As an alternative to pre-notification,  the Director may grant an Advance Ruling
Certificate, which exempts the transaction from pre-notification. Advance Ruling
Certificates are granted where the Director concludes,  based on the information
provided to him, that he would not have sufficient  grounds on which to apply to
the Competition Tribunal to challenge the Merger.

F. TAXATION

THIS  SUMMARY IS OF A GENERAL  NATURE ONLY AND IS NOT INTENDED TO BE, AND SHOULD
NOT BE  INTERPRETED  AS,  LEGAL OR TAX ADVICE TO ANY  PROSPECTIVE  PURCHASER  OR
HOLDER  OF THE  COMPANY'S  SHARES  AND NO  REPRESENTATION  WITH  RESPECT  TO THE

                                       21
<PAGE>
CANADIAN FEDERAL INCOME TAX  CONSEQUENCES TO ANY SUCH  PROSPECTIVE  PURCHASER IS
MADE. ACCORDINGLY, PROSPECTIVE PURCHASERS OF THE COMPANY'S SHARES SHOULD CONSULT
WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THEIR INDIVIDUAL CIRCUMSTANCES.

The  following  summary  describes  the principal  Canadian  federal  income tax
considerations generally applicable to a holder of the Company's shares who, for
purposes  of the  Income  Tax Act  (Canada)  (the  "Canadian  Tax  Act") and the
Canada-United  States Income Tax Convention,  1980 (the "Convention") and at all
relevant  times is  resident  in the United  States and not  resident in Canada,
deals at arm's length with the Company,  holds the  Company's  shares as capital
property,  and  does  not  use or hold  and is not  deemed  to use or  hold  the
Company's  shares  in or in the  course of  carrying  on  business  in Canada (a
"United States Holder").

This  following  summary is based upon the current  provisions  of the  Canadian
Income Tax Act, the regulations thereunder,  all specific proposals to amend the
Canadian  Tax Act and the  regulations  announced  by the  Minister  of  Finance
(Canada)  prior  to the  date  hereof  and the  Company's  understanding  of the
published  administrative  practices  of the Canada  Customs and Revenue  Agency
(formerly Revenue Canada, Customs,  Excise and Taxation).  This summary does not
take into account or anticipate any other changes in the governing law,  whether
by judicial,  governmental or legislative  decision or action,  nor does it take
into account the tax legislation or considerations of any province, territory or
non-Canadian  jurisdiction  (including the United States),  which legislation or
considerations may differ significantly from those described herein.

DISPOSITION OF THE COMPANY'S SHARES

In general,  a United States  shareholder will not be subject to Canadian income
tax on capital gains arising on the disposition of the Company's shares,  unless
such shares are "taxable  Canadian  property" within the meaning of the Canadian
Income Tax Act and no relief is afforded under any  applicable  tax treaty.  The
shares of the Company would be taxable Canadian property of a non-resident if at
any time during the five-year period immediately  preceding a disposition by the
non-resident of such shares, not less than 25% of the issued shares of any class
or series of all classes of shares of the Company belonged to the  non-resident,
to persons with whom the  non-resident  did not deal at arm's length,  or to the
non-resident and persons with whom the non-resident did not deal at arm's length
for purposes of the Canadian  Income Tax Act. For this  purpose,  issued  shares
include  options to acquire such shares  (including  conversion  rights) held by
such persons. Under the Convention, a capital gain realized by a resident of the
United States will not be subject to Canadian tax unless the value of the shares
of the  Company  is derived  principally  from real  estate  (as  defined in the
Convention) situated in Canada.

F. DIVIDENDS AND PAYING AGENTS

Not required

G. STATEMENT BY EXPERTS

Not required

H. DOCUMENTS ON DISPLAY

All  documents  referenced in this Form 20-F may be viewed at the offices of the
Company during business hours #208 - 828 Harbourside  Drive,  North Vancouver BC
V7P 3R9 Canada, Telephone 604-904-8481.

                                       22
<PAGE>
I. SUBSIDIARY INFORMATION

As of June 30, 2006 Outback  Capital Inc. dba  Pinefalls  Gold ("PFG") a private
Alberta corporation become a majority-owned  subsidiary of the Company.  PFG was
incorporated  under the Alberta  BUSINESS  CORPORATIONS ACT on February 6, 2001.
The  Company has  entered  into an  agreement  with an  independent  third party
whereby this party will acquire Outback Capital Inc.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not required

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
         PROCEEDS

Not applicable

ITEM 15. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of management,  including our
chief  executive  officer  and the chief  financial  officer,  we  conducted  an
evaluation of the  effectiveness  of the design and operation of our  disclosure
controls and  procedures,  as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange  Act, as of December  31,  2009.  Based on this  evaluation,  our chief
executive  officer and chief financial officer concluded as of December 31, 2009
that our disclosure controls and procedures were effective.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for  establishing  and maintaining  adequate  internal
control over financial  reporting.  Internal control over financial reporting is
designed to provide reasonable  assurance regarding the reliability of financial
reporting and the preparation of consolidated financial statements in accordance
with generally  accepted  accounting  principles and includes those policies and
procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of a company's assets,

(2) provide reasonable  assurance that transactions are recorded as necessary to
permit  preparation  of  consolidated  financial  statements in accordance  with
generally  accepted  accounting  principles,  and that a company's  receipts and
expenditures  are  being  made  only  in  accordance  with  authorizations  of a
company's management and directors, and

                                       23
<PAGE>
(3) provide  reasonable  assurance  regarding  prevention or timely detection of
unauthorized  acquisition,  use, or disposition of a company's assets that could
have a material effect on the consolidated financial statements.

Internal  control over  financial  reporting is a process  that  involves  human
diligence  and  compliance  and is subject to lapses in judgment and  breakdowns
resulting from human failures.  Internal  control over financial  reporting also
can be circumvented  by collusion or improper  management  override.  Because of
such  limitations,  internal  control over  financial  reporting  cannot provide
absolute  assurance  of  achieving   financial   reporting   objectives.   Also,
projections of any evaluation of  effectiveness to future periods are subject to
the risk that controls may become  inadequate  because of changes in conditions,
or  that  the  degree  of  compliance  with  the  policies  and  procedures  may
deteriorate.

However,  these  inherent  limitations  are  known  features  of  the  financial
reporting  process.  Therefore,  it is  possible  to  design  into  the  process
safeguards to reduce, though not eliminate, this risk. Management is responsible
for  establishing  and  maintaining  adequate  internal  control over  financial
reporting for the company.

Management  has used the  framework  set forth in the report  entitled  Internal
Control--Integrated   Framework   published  by  the   Committee  of  Sponsoring
Organizations  of the  Treadway  Commission,  known as  COSO,  to  evaluate  the
effectiveness of the Company's internal control over financial reporting.  Based
on this  assessment,  management  has concluded  that our internal  control over
financial reporting was effective as of December 31, 2009.

This  annual  report does not include an  attestation  report of our  registered
public accounting firm regarding internal control over financial reporting.

Our management's  report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only our management's report in this annual report on Form 20-F.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal  controls over  financial  reporting  that
occurred  during the period covered by this annual report on Form 20-F that have
materially affected,  or are reasonably likely to materially affect our internal
controls over financial reporting.

ITEM 16.

A. AUDIT COMMITTEE FINANCIAL EXPERT

The company has as its audit committee  financial  expert Mr. Edward D. Ford who
is a Canadian Chartered Accountant. He has held this professional  qualification
since  1961.  During his  career Mr.  Ford has been an  associate,  manager  and
partner of several  Canadian  professional  accounting firms that specialized in
audit/assurance,  taxation,  insolvency  and  independent  business  consulting.
Additionally  he has  served as a Chief  Financial  Officer  of  several  public
companies.

B. CODE OF ETHICS

The Company has adopted a code of ethics applicable to its directors,  principal
executive officer, principal financial officer, principal accounting procedures,
and persons performing similar functions. A copy of the Company's Code of Ethics

                                       24
<PAGE>
will be made  available to anyone who requests it in writing from the  Company's
head office.

D. PRINCIPAL ACCOUNTING FEES AND SERVICES

(A) AUDIT FEES

Dale Matheson  Carr-Hilton  LaBonte,  Chartered  Accountants ("DMCL") billed the
Corporation  $17,000 - $19,000  (estimated)  for  audit  fees in the year  ended
December 31, 2009;  $12,000 in 2008, $14,500 in 2007; $13,000 in 2006; $9,000 in
2005;  and $6,200 in 2004.  The former  auditor,  Charlton & Company,  Chartered
Accountants billed $2,675 in 2004.

(B) AUDIT RELATED FEES

DMCL  billed  the  Company  $nil for audit  related  services  in the year ended
December 31, 2009; $nil in 2008;  $1,000 in 2007; $nil in 2006, $nil in 2005 and
$nil in 2004.  The former  auditor,  Charlton & Company,  Chartered  Accountants
billed $nil in 2004.

(C) TAX FEES

DMCL did not provide the Corporation with any professional services rendered for
tax  compliance,  tax advice and tax  planning in the years ended  December  31,
2009,  2008,  2007,  2006 and 2005.  The  former  auditor,  Charlton  & Company,
Chartered Accountants billed $nil in 2004.

(D) ALL OTHER FEES

DMCL did not bill the  Corporation  for any other  products  and services in the
years ended December 31, 2008,  2007,  2006,  2005 and 2004. The former auditor,
Charlton & Company, Chartered Accountants billed $nil in 2004.

(E) AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

To ensure  continuing  auditor  objectivity and to safeguard the independence of
our auditors,  our audit  committee has  determined a framework for the type and
authorization  of non-audit  services which our auditors may provide.  The audit
committee has adopted  policies for the  pre-approval of specific  services that
may be provided by our auditors.  The dual  objectives of these  policies are to
ensure that we benefit in a cost effective manner from the cumulative  knowledge
and experience of our auditors,  while also ensuring that the auditors  maintain
the necessary degree of independence and objectivity.

Our audit committee approved the engagement of Dale Matheson Carr-Hilton LaBonte
to render audit and non-audit services before they were engaged by us.

D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable

E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not Applicable

                                       25
<PAGE>
ITEM 17. FINANCIAL STATEMENTS

The financial  statements  and notes thereto as required by Item 17 are attached
hereto and found immediately after the text of this Registration Statement.  The
auditors'  report  of  Dale  Matheson   Carr-Hilton  LaBonte  LLP,   independent
registered public accountants,  on the audited consolidated financial statements
and notes thereto is included  immediately  preceding  the audited  consolidated
financial statements.

     Auditors' Report.
     Consolidated balance sheets as at December 31, 2009 and 2008.
     Consolidated  statements  of  operations  and  deficit  for the years ended
     December 31, 2009, 2008 and 2007.
     Consolidated  statements  of cash flows for the years  ended  December  31,
     2009, 2008 and 2007.
     Notes to the consolidated financial statements.

ITEM 18. FINANCIAL STATEMENTS

Not applicable.  See "Item 17. Financial Statements" above.

ITEM 19. EXHIBITS

Attached hereto are the following exhibits:

10.1     Property Option Agreement - Post Creek
10.2     Property Option Agreement - Bell Lake
10.3     Property Option Agreement - Halcyon
10.4     Property Option Agreement - Woods Creek
10.5     Agreement of Purchase and Sale - Manitoba Properties
10.6     Stock Purchase Agreement - Sale of Outback
12.1     Certification  of  Chief  Executive  Officer  pursuant  to s.302 of the
         Sarbanes-Oxley Act of 2002
12.2     Certification  of  Chief  Financial  Officer  pursuant  to s.302 of the
         Sarbanes-Oxley Act of 2002
13.1     Certification  of  Chief  Executive  Officer  pursuant  to s.906 of the
         Sarbanes-Oxley Act of 2002
13.2     Certification  of  Chief  Financial  Officer  pursuant  to s.906 of the
         Sarbanes-Oxley Act of 2002

                                   SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the  undersigned to sign
this annual report on its behalf.

                                      NORTH AMERICAN  NICKEL INC
                                      (formerly Widescope Resources Inc.)
Date: April, 27 2010


                                      By: /s/ Douglas E. Ford
                                         ---------------------------------------
                                      Name:  Douglas E. Ford
                                      Title: Director
                                             as duly authorized signatory

                                       26
<PAGE>
   [LETTERHEAD OF DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED ACCOUNTANTS]


                          INDEPENDENT AUDITORS' REPORT

To the Shareholders of North American Nickel Inc.
(formerly  Widescope Resources Inc.)

We have audited the  consolidated  balance sheets of North American  Nickel Inc.
(formerly  Widescope  Resources  Inc.) as at December  31, 2009 and 2008 and the
consolidated  statements  of  operations  and  comprehensive  loss,  deficit and
accumulated  other  comprehensive  income  and cash  flows for the  years  ended
December  31,  2009,  2008  and  2007.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian  generally accepted auditing
standards  and with the  standards of the Public  Company  Accounting  Oversight
Board (United States). Those standards require that we plan and perform an audit
to obtain  reasonable  assurance  whether the financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2009
and 2008 and the  results  of its  operations  and its cash  flows for the years
ended  December 31, 2009,  2008 and 2007 in accordance  with Canadian  generally
accepted accounting principles.

                                                                        /s/ DMCL

                                           DALE MATHESON CARR-HILTON LABONTE LLP
                                                           Chartered Accountants

Vancouver, Canada
April 23, 2010

                 COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA
                      -UNITED STATES REPORTING DIFFERENCES

In the United States,  reporting  standards for auditors require the addition of
an explanatory  paragraph  (following the opinion  paragraph) when the financial
statements are affected by conditions and events that cast substantial  doubt on
the Company's ability to continue as a going concern, such as those described in
Note 1 to the financial  statements.  Our report to the shareholders dated April
23, 2010 is expressed in accordance with Canadian  reporting  standards which do
not permit a reference to such events and  conditions  in the  auditors'  report
when these are adequately disclosed in the financial statements.

                                                                        /s/ DMCL

                                           DALE MATHESON CARR-HILTON LABONTE LLP
                                                           Chartered Accountants

Vancouver, Canada
April 23, 2010

                                      F-1
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Consolidated Balance Sheets
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                December 31,
                                                                        2009                   2008
                                                                    ------------           ------------
<S>                                                                 <C>                    <C>
ASSETS

Current assets
  Cash                                                              $     16,515           $     40,661
  Receivables                                                              4,197                  4,877
  Marketable securities  (Note 3)                                         62,500                     --
                                                                    ------------           ------------
                                                                          83,212                 45,538

Mineral properties and deferred exploration costs (Note 4)               101,000                205,000
Equipment, net of amortization (Note 5)                                       --                    774
                                                                    ------------           ------------

                                                                    $    184,212           $    251,312
                                                                    ============           ============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities
  Accounts payable and accrued liabilities (Note 6)                 $    185,747           $    152,996
                                                                    ------------           ------------

Non-controlling interest (Note 4)                                         53,249                 59,980
                                                                    ------------           ------------

Shareholders' equity (deficit)
  Share capital - preferred (Note 7)                                     604,724                604,724
  Share capital - common (Note 7)                                     13,044,609             13,044,609
  Contributed surplus                                                     53,344                 53,344
  Accumulated other comprehensive income                                  24,525                     --
  Deficit                                                            (13,781,986)           (13,664,341)
                                                                    ------------           ------------
                                                                         (54,784)                38,336
                                                                    ------------           ------------

                                                                    $    184,212           $    251,312
                                                                    ============           ============
</TABLE>

Nature and Continuance of Operations (Note 1)
Subsequent Events (Note 12)

Approved by the Board:


"Richard J. Mark"
- ----------------------------------
Richard J. Mark


"Edward D. Ford"
- ----------------------------------
Edward D. Ford

                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                      F-2
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Consolidated Statements of Operations and Comprehensive Loss
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       Years Ended December 31,
                                                          2009                  2008                  2007
                                                       -----------           -----------           -----------
<S>                                                    <C>                   <C>                   <C>
Expenses
  General and administrative                           $    57,635           $    64,138           $    58,440
  Mineral property and deferred exploration costs
   - impairment (Note 4)                                    79,000               145,445                    --
                                                       -----------           -----------           -----------

Loss before other item                                     136.635               209,583                58,440
Other item:
  Write-off of equipment (Note 5)                              716                    --                    --
                                                       -----------           -----------           -----------

Loss from operations                                      (137,351)             (209,583)              (58,440)
Non-controlling interest (Note 4)                           19,706                 8,606                 8,681
                                                       -----------           -----------           -----------

Net loss                                               $  (117,645)          $  (200,977)          $   (49,759)
                                                       -----------           -----------           -----------

Basic and diluted loss per common share                $     (0.02)          $     (0.04)          $     (0.01)

Weighted average number of common shares
 outstanding - basic and diluted                         5,441,726             5,441,726             5,441,726
                                                       ===========           ===========           ===========
Comprehensive loss
  Net loss                                             $  (117,645)          $  (200,977)          $   (49,759)
  Unrealized gain on marketable securities                  24,525                    --                    --
                                                       -----------           -----------           -----------

Comprehensive loss                                     $   (93,120)          $  (200,977)          $   (49,759)
                                                       ===========           ===========           ===========
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                      F-3
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Consolidated Statements of Deficit and Accumulated Other Comprehensive Income
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    Years ended December 31,
                                                      2009                   2008                   2007
                                                  ------------           ------------           ------------
<S>                                               <C>                    <C>                    <C>
Deficit

Deficit, beginning of year                        $(13,664,341)          $(13,463,364)          $(13,413,605)
Net loss                                              (117,645)              (200,977)               (49,759)
                                                  ------------           ------------           ------------

Deficit, end of year                              $(13,781,986)          $(13,664,341)          $(13,463,364)
                                                  ============           ============           ============
Accumulated other comprehensive income

Balance, beginning of year                        $         --           $         --           $         --
Unrealized gain on marketable securities                24,525                     --                     --
                                                  ------------           ------------           ------------

Balance, end of year                              $     24,525           $         --           $         --
                                                  ============           ============           ============
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                      F-4
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Consolidated Statements of Cash Flows
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       Years Ended December 31,
                                                             2009                2008                2007
                                                           ---------           ---------           ---------
<S>                                                        <C>                 <C>                 <C>
Operating Activities
  Net loss for the year                                    $(117,645)          $(200,977)          $ (49,759)

Non cash Items:
  Non-controlling interest                                   (19,706)             (8,606)             (8,681)
  Mineral property and deferred exploration impairment        79,000             145,445                  --
  Amortization                                                    58                 331                 474
  Write-off of equipment                                         716                  --                  --
  Net change in working capital items:
    Receivables                                                  680              (1,271)                (82)
    Accounts payable and accrued liabilities                  32,751              42,601              32,969
                                                           ---------           ---------           ---------

Cash used in operations                                      (24,146)            (22,477)            (25,079)
                                                           ---------           ---------           ---------
Investing Activities
  Mineral property exploration costs, net                         --              (6,490)            (10,797)
                                                           ---------           ---------           ---------

Cash used in investing activities                                 --              (6,490)            (10,797)
                                                           ---------           ---------           ---------

Net decrease in cash                                         (24,146)            (28,967)            (35,876)

Cash, beginning of year                                       40,661              69,628             105,504
                                                           ---------           ---------           ---------
                                                                                                   ---------

Cash, end of year                                          $  16,515           $  40,661           $  69,628
                                                           =========           =========           =========

Supplemental Cash Flow Information:
  Cash paid for interest                                   $      --           $      --           $      --
                                                           ---------           ---------           ---------

  Cash paid for income taxes                               $      --           $      --           $      --
                                                           ---------           ---------           ---------
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                      F-5
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

1. Nature and Continuance of Operations

    North  American  Nickel  Inc.  (formerly   Widescope  Resources  Inc.)  (the
    "Company") was  incorporated  on September 23, 1983. The Company changed its
    name from Widescope  Resources Inc. to North American Nickel Inc.  effective
    April 19, 2010 (Note 12). The Company's  principal  business activity is the
    exploration of natural resource  properties.  During the year ended December
    31, 2009, the Company entered into an agreement to option out certain of its
    mineral  claims and allowed  certain other mineral claims to lapse (Note 4).
    The Company is currently  seeking  opportunities  to acquire  other  mineral
    properties or enter into additional mineral property option agreements.

    Effective April 19, 2010, the Company also consolidated its share capital on
    a 2:1  basis,  whereby  each two old  shares  are equal to one new share and
    increased its authorized  capital from 100,000,000 common shares without par
    value to an unlimited  number of common shares  without par value (Note 12).
    All  references  to common  shares,  stock  options,  warrants  and weighted
    average  number  of  shares  outstanding  in  these  consolidated  financial
    statements reflect the share consolidation unless otherwise noted.

    The Company is  ultimately  dependent  upon the  discovery  of  economically
    recoverable reserves and future production. Currently, the Company will need
    additional   financing  to  continue  the   acquisition,   exploration   and
    development of its properties.  The  recoverability of the carrying value of
    mineral property assets will be dependent upon future production or proceeds
    from the disposition.  The financial statements have been prepared under the
    assumption  the  Company is a going  concern.  The ability of the Company to
    continue  operations  as  a  going  concern  is  ultimately  dependent  upon
    achieving  profitable  operations.  To date,  the Company has not  generated
    profitable  operations from its resource  activities and will need to invest
    additional  funds in carrying out its planned  exploration,  development and
    operational activities. As a result, additional losses are anticipated prior
    to  obtaining a level of  profitable  operations.  The Company has a working
    capital  deficit of $102,535 at December 31, 2009 (2008 - $107,458)  and has
    accumulated a deficit of $13,781,986 (2008 - $13,664,341).

    Management  is aware that the Company's  future  capital  requirements  will
    depend on many factors,  including  costs of exploration  and development of
    the properties,  production, if warranted, and competition and global market
    conditions.  The Company's  potential recurring operating losses and growing
    working  capital  needs may  require  that it obtain  additional  capital to
    operate  its  business.  Management's  plan  includes  continuing  to pursue
    additional sources of financing through the sale of additional common shares
    and reducing overhead costs. As a result of the implementation of this plan,
    management  expects  that the Company will have  sufficient  capital to fund
    operations and keep its mineral properties in good standing for the upcoming
    fiscal  year.  However,  there  can be no  assurance  that  capital  will be
    available as necessary to meet these continuing  exploration and development
    costs or, if the capital is available,  that it will be on terms  acceptable
    to the Company. The issuances of additional equity securities by the Company
    may result in a  significant  dilution  in the equity  interests  of current
    shareholders.  Further  discussion of liquidity  risk has been  disclosed in
    Notes 9 and 10.

2. Significant Accounting Policies

    Basis of presentation
    These  financial  statements  have been prepared in accordance with Canadian
    generally  accepted  accounting  principles  ("Canadian  GAAP").  Except  as
    indicated  in Note 11, they also  comply,  in all  material  respects,  with
    United States generally accepted accounting principles ("US GAAP").

    Basis of consolidation
    These financial  statements  have been prepared on a consolidated  basis and
    include the accounts of the Company and its 65.42% owned subsidiary, Outback
    Capital Inc. dba  Pinefalls  Gold  ("PFG").  All  intercompany  balances and
    transactions have been eliminated on consolidation.

                                      F-6
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

2. Significant Accounting Policies cont'd

    Estimates, assumptions and measurement uncertainty
    The  preparation  of financial  statements in conformity  with Canadian GAAP
    requires  management  to make  estimates  and  assumptions  that  affect the
    reported  amounts of assets and  liabilities  and  disclosure  of contingent
    assets  and  liabilities  at the date of the  financial  statements  and the
    reported amounts of revenues and expenses during the period.  Actual results
    could differ from those  estimates.  By their  nature,  these  estimates are
    subject  to  measurement   uncertainty  and  the  effect  on  the  financial
    statements  of  changes  in  such  estimates  in  future  periods  could  be
    significant.  Areas  requiring  significant  use of estimates by  management
    relate to going  concern  assessments,  determining  the  carrying  value of
    mineral  properties,  determining the fair values of marketable  securities,
    asset retirement obligations and financial instruments and tax rates used to
    calculate future income tax balances.

    Equipment
    Equipment  is  recorded  at  cost.  Amortization  is  calculated  using  the
    following  annual rate,  which is estimated to match the useful lives of the
    asset:

             Computer hardware        30% declining balance

    Mineral properties and deferred exploration costs
    The cost of mineral  properties and related  exploration  costs are deferred
    until the properties are placed into  production,  sold,  abandoned or until
    management  has determined  that an impairment has occurred.  Carrying costs
    will be  amortized  over the useful  life of the  properties  following  the
    commencement of commercial production,  or written off if the properties are
    sold abandoned,  allowed to lapse, or if management has otherwise determined
    that the  carrying  value of a  property  is not  recoverable  and should be
    impaired. Properties acquired under option agreements,  whereby payments are
    made at the sole discretion of the Company,  are recorded in the accounts at
    such  time  as  the  payments  are  made.  It is  reasonably  possible  that
    economically  recoverable reserves may not be discovered,  and accordingly a
    material  portion of the carrying  value of mineral  properties  and related
    deferred  exploration  costs could be written off.  Although the Company has
    taken  steps  to  verify  title  to  mineral  properties  in which it has an
    interest,  according  to the  common  industry  standards  for the  stage of
    exploration  of such  properties,  these  procedures  do not  guarantee  the
    Company's  title.  Such  properties  may be subject to prior  agreements  or
    transfers and title may be affected by undetected title defects.

    The amounts  shown for mineral  properties  and deferred  exploration  costs
    represent costs incurred to date, net of impairments, and do not necessarily
    represent  present  or future  values  which  are  entirely  dependent  upon
    economic production or recovery from disposal.

    Asset retirement obligations
    The Company  follows the  provisions of the Canadian  Institute of Chartered
    Accountants ("CICA") Handbook Section 3110, "Asset Retirement  Obligations",
    which requires the estimated fair value of any asset retirement  obligations
    to be  recognized  as a  liability  in  the  period  in  which  the  related
    environmental  or retirement  liability can be  reasonably  established  and
    measured.  The present value of the associated future costs when measureable
    is recorded as a liability and added to the cost of the related property and
    amortized  over the  estimated  remaining  life. As of December 31, 2009 and
    2008 the Company has not incurred and is not aware of any significant  asset
    retirement obligations in respect of its mineral exploration properties.

                                      F-7
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

2. Significant Accounting Policies cont'd

    Impairment of long-lived assets
    The Company follows the  recommendations  of the CICA Handbook Section 3063,
    "Impairment of Long-Lived  Assets".  Section 3063 establishes  standards for
    recognizing,  measuring and disclosing  impairment of long-lived assets held
    for use. The Company conducts its impairment test on long-lived  assets when
    events or changes in circumstances indicate that the carrying amount may not
    be  recoverable.  Impairment  is recognized  when the carrying  amount of an
    asset to be held and used  exceeds  the  undiscounted  future net cash flows
    expected from its use and disposal.  If there is impairment,  the impairment
    amount is measured as the amount by which the  carrying  amount of the asset
    exceeds its fair value, calculated using expected discounted cash flows when
    independent or quoted market prices are not available.

    Financial instruments
    The Company adopted the CICA Handbook Sections 3855, "Financial  Instruments
    -  Recognition  and  Measurement";  Section  3856,  "Hedges";  Section 3862,
    "Financial   Instruments  -   Disclosures"   and  Section  3863   "Financial
    Instruments   Presentation".   Section  3855  prescribes  when  a  financial
    instrument  is to be  recognized  on the balance  sheet and at what  amount.
    Under Section 3855,  financial  instruments  must be classified  into one of
    five categories: held-for-trading,  held-to-maturity, loans and receivables,
    available-for-sale  financial  assets, or other financial  liabilities.  All
    financial instruments,  including  derivatives,  are measured at the balance
    sheet date at fair value except for loans and receivables,  held-to-maturity
    investments, and other financial liabilities which are measured at amortized
    cost.  Section 3862 and Section 3863 replace  Section 3861,  "Disclosure and
    Presentation" and revise and enhance disclosure  requirements while carrying
    forward  presentation  requirements.  The  Company's  financial  instruments
    consist of cash, receivables,  marketable securities,  and accounts payable.
    Cash is measured at face value,  representing  fair value and  classified is
    held for trading.  Receivables are measured at amortized cost and classified
    as  loans  and   receivables.   Marketable   securities  are  classified  as
    available-for-sale  and measured at fair value at each reporting period with
    fair  value  being  determined  by quoted  market  price of the  securities.
    Unrealized  gains  and  losses  from   available-for-sale   instruments  are
    recognized in other comprehensive income (loss) during the period.  Accounts
    payable are measured at amortized  cost and  classified  as other  financial
    liabilities.

    Unless otherwise  noted, it is management's  opinion that the Company is not
    exposed to significant interest, currency or credit risks arising from these
    financial  instruments.  The  fair  value  of  these  financial  instruments
    approximates their carrying values unless otherwise noted.

    The Company has  determined  that it does not have  derivatives  or embedded
    derivatives.

    The Company does not use any hedging instruments.

    Comprehensive income (loss)
    Effective  January 1, 2007,  the Company  adopted the CICA Handbook  Section
    1530, "Comprehensive Income".  Comprehensive income (loss) is defined as the
    change in equity from transactions and other events from non-owner  sources.
    Section 1530  establishes  standards for reporting  and  presenting  certain
    gains and  losses  not  normally  included  in net  income or loss,  such as
    unrealized  gains and losses  related to available for sale  securities  and
    gains and losses resulting from the translation of  self-sustaining  foreign
    operations, in a statement of comprehensive income (loss).

    For all periods  presented  through  December 31,  2008,  the Company has no
    items  required  to be reported in  comprehensive  loss.  During the current
    year, the Company  recognized in  comprehensive  income for the period,  its
    proportionate share of an unrealized gain on marketable securities.

                                      F-8
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

2. Significant Accounting Policies cont'd

    Loss per share
    The loss per share figures are calculated  using the weighted average number
    of  shares   outstanding   during   the   respective   fiscal   years  on  a
    post-consolidation  basis.  The  calculation of loss per share figures using
    the treasury  stock method  considers the potential  exercise of outstanding
    share  purchase  options and warrants or other  contingent  issuances to the
    extent each option,  warrant or contingent  issuance was  dilutive.  For all
    years presented,  diluted loss per share is equal to basic loss per share as
    the   potential   effects  of  options,   warrants   and   conversions   are
    anti-dilutive.

    Income taxes
    The Company accounts for income taxes using the asset and liability  method,
    whereby  future tax assets and  liabilities  are  recognized  for the future
    income tax  consequences  attributable  to differences  between the carrying
    values of the asset and liabilities and their  respective  income tax bases.
    Future income tax assets and  liabilities  are measured using  substantively
    enacted income tax rates expected to apply to taxable income in the years in
    which  temporary  differences  are expected to be recovered or settled.  The
    effect  on  future  income  taxes  and  liabilities  of a change in rates is
    included in operations in the period that includes the substantive enactment
    date. Where the probability of a realization of a future income tax asset is
    more likely than not, a valuation allowance is recorded.

    Stock-based compensation
    The  Company   follows  the  CICA  Handbook   Section   3870,   "Stock-based
    Compensation  and Other  Stock-based  Payments,"  which  recommends the fair
    value  method of valuing all grants of stock  options.  The  estimated  fair
    value of the stock  options is recorded  as  compensation  expense  over the
    vesting period or at the date of grant if the options vest immediately, with
    the  offset  recorded  in  contributed  surplus.  The fair  value of options
    granted is  estimated  at the date of grant using the  Black-Scholes  option
    pricing model incorporating  assumptions regarding risk-free interest rates,
    dividend  yield,  volatility  factor  of the  expected  market  price of the
    Company's stock,  and a weighted  average expected life of the options.  Any
    consideration  paid on the  exercise  of stock  options is credited to share
    capital.

    Accounting changes
    CICA Handbook Section 1506,  "Accounting  Changes," establishes criteria for
    changes  in  accounting   policies,   accounting  treatment  and  disclosure
    regarding  changes in  accounting  policies,  estimates and  corrections  of
    errors.  In  particular,  this  section  allows  for  voluntary  changes  in
    accounting  policies  only when  they  result  in the  financial  statements
    providing  reliable and more  relevant  information.  This section  requires
    changes in accounting policies to be applied retrospectively unless doing so
    is impracticable.

    Capital disclosure
    CICA Handbook Section 1535 "Capital Disclosure", specifies the disclosure of
    (i) an entity's  objectives,  policies and processes  for managing  capital;
    (ii)  quantitative  data about what the entity  regards as a capital;  (iii)
    whether the entity has not complied with any capital requirements;  and (iv)
    if it has not complied, the consequences of such noncompliance.  The Company
    has  included  disclosures  recommended  by this  section in Note 9 to these
    financial statements.

    General standards for financial statement presentation
    In June 2007, the CICA modified section 1400 "General Standards of Financial
    Statement  Presentation"  in  order  to  require  that  management  make  an
    assessment  of the  Company's  ability to continue as going  concern  over a
    period which is at least, but not limited to, twelve months from the balance
    sheet date.  The Company has included this required  disclosure in Note 1 to
    these financial statements.

                                      F-9
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

2. Significant Accounting Policies cont'd

    Credit risk and the fair value of financial assets and financial liabilities
    In January 2009, the CICA approved EIC 173,  "Credit Risk and the Fair Value
    of  Financial  Assets and  Liabilities".  This  guidance  clarified  that an
    entity's own credit risk and the credit risk of the  counterparty  should be
    taken into account in  determining  the fair value of  financial  assets and
    financial liabilities including derivative  instruments.  The implementation
    of the  recommendations of this section has not had a material impact on the
    Company's financial statements.

    Mining exploration costs
    In March 2009 the CICA approved EIC 174,  "Mining  Exploration  Costs".  The
    guidance  clarified  that  an  enterprise  that  has  initially  capitalized
    exploration costs has an obligation in the current and subsequent accounting
    periods to test such costs for recoverability  whenever events or changes in
    circumstances indicate that its carrying amount may not be recoverable.  The
    implementation  of the  recommendations  of this new  section  has not had a
    material impact on the Company's financial statements.

    Recent accounting pronouncements

    International Financial Reporting Standards ("IFRS")
    In 2006, the Canadian  Accounting  Standards Board ("AcSB")  published a new
    strategic  plan  that  will   significantly   affect   financial   reporting
    requirements  for Canadian  companies.  The AcSB strategic plan outlines the
    convergence of Canadian generally accepted  accounting  principles with IFRS
    over an expected five year  transitional  period. In February 2008, the AcSB
    announced that 2011 is the changeover date for publicly-listed  companies to
    use IFRS,  replacing Canada's own generally accepted accounting  principles.
    The date is for interim and annual financial  statements  relating to fiscal
    years  beginning on or after January 1, 2011. The transition date of January
    1, 2011 will require the  restatement  for  comparative  purposes of amounts
    reported by the  Company for the year ended  December  31,  2010.  While the
    Company has begun  assessing  the adoption of IFRS for 2011,  the  financial
    reporting  impact of the  transition to IFRS has not been  estimated at this
    time.

    Consolidated Financial Statements and Non-controlling Interests
    In January  2009,  the CICA issued  Section  1601,  "Consolidated  Financial
    Statements",  and Section 1602, "Noncontrolling  Interests",  which together
    replace the existing Section 1600, "Consolidated Financial Statements",  and
    provide the Canadian  equivalent to  International  Accounting  Standard 27,
    "Consolidated and Separate  Financial  Statements  (January 2008)".  The new
    sections will be applicable to the Company on January 1, 2011.  Section 1601
    establishes   standards  for  the  preparation  of  consolidated   financial
    statements,  and Section 1602  establishes  standards for  accounting  for a
    non-controlling   interest  in  a  subsidiary  in   consolidated   financial
    statements  subsequent to a business  combination.  The Company is assessing
    the  impact,  if  any,  of  the  adoption  of  these  new  sections  on  its
    consolidated financial statements.

    Other  accounting  pronouncements  issued by the CICA with future  effective
    dates are either not applicable or are not expected to be significant to the
    financial statements of the Company.

3. Marketable Securities

    As at December 31, 2009,  PFG held 500,000  shares of Cougar  Minerals Corp.
    ("Cougar"),  a  company  listed  on the TSX  Venture  Exchange  (Note 4). At
    initial recognition, each share was recorded at a fair value of $0.05. As at
    December 31, 2009 the closing price of Cougar's  shares was $0.125 per share
    with a total fair value of $62,500. The Company classifies the investment as
    available-for-sale.  The  Company's  portion of the  unrealized  gain on the
    shares  of  Cougar  was  recorded  in  other  comprehensive  income  and the
    remaining portion is included in the balance of non-controlling  interest as
    at December 31, 2009.

                                      F-10
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

4. Mineral Properties

    (a) Pinefalls Gold Property

    In April 2005, the Company  entered into a subscription  agreement to invest
    into  PFG,  a  private  Alberta   exploration  company  with  mining  claims
    comprising  the  Pinefalls  Gold  Property,  located in the Bissett  area of
    Manitoba.  Pursuant to the  completion of the  subscription  agreement and a
    share  exchange  agreement,  the  Company  acquired  the net  assets  of PFG
    including an interest the Pinefalls  Gold Property  valued at $319,306.  The
    Company holds a 65.42% interest in PFG, effective June 30, 2006.

    During the year ended December 31, 2009,  certain mineral claims  comprising
    the Pinefalls  Gold Property  were allowed to lapse,  and mineral  rights to
    those claims reverted to the Province of Manitoba.

    On April 6, 2009 PFG entered into an Option and Purchase and Sale  Agreement
    (the  "Agreement")  with  Cougar  whereby  Cougar  was  granted an option to
    purchase the remaining claims comprising the Pinefalls Gold Property for the
    following consideration:

     -    $10,000 in cash (received) and 500,000 common shares  (received;  fair
          value of $25,000) upon execution of the Agreement;
     -    an additional $25,000 before April 30, 2010;
     -    an additional $50,000 before April 30, 2011;
     -    an additional $70,000 before April 30, 2012.

    During the year ended December 31, 2009,  the Company  incurred $Nil (2008 -
    $6,490) in deferred exploration costs and recorded $79,000 (2008 - $145,445)
    in impairment  provisions on the Pinefalls Gold  Property.  The basis of the
    impairment  was to  reflect  the  net  estimated  recoverable  value  of the
    Pinefalls Gold Property, based on anticipated future cash flows.

    The  Pinefalls  Gold  Property is subject to a 2% royalty based on the gross
    cash proceeds received from the sale of minerals, less the cost of smelting,
    refining,  freight,  insurance  and  other  related  costs,  and the cost of
    marketing and sale of minerals derived.  The royalty will be calculated on a
    cumulative  basis and will be payable in cash by the Company within 180 days
    of each fiscal year end of the Company.

    (b) Post Creek and Woods Creek Property

    On December  23, 2009 the  Company  executed a letter of intent  whereby the
    Company would have an option to acquire two groups of mineral claims,  known
    as the Post Creek  Property  and Woods Creek  Property,  located  within the
    Sudbury  Mining  District of  Ontario.  The  Company  paid a  non-refundable
    deposit of $7,500 and $2,500,  respectively,  and the terms of an  agreement
    are to be finalized in April 2010.

                                      F-11
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

4. Mineral Properties cont'd

    (c) Mineral properties summary

    Title to  mining  properties  involves  certain  inherent  risks  due to the
    difficulties of determining  the validity of certain claims,  as well as the
    potential  for problems  arising from the  frequently  ambiguous  conveyance
    history   characteristic  of  many  mining   properties.   The  Company  has
    investigated  title to all of its mineral properties and, to the best of its
    knowledge, title to all of its properties are in good standing.

    The  following  expenditures  have been  incurred on the  Company's  mineral
    properties and on deferred exploration:

<TABLE>
<CAPTION>
                                       Pinefalls Gold        Post Creek         Woods Creek
                                          Property            Property           Property             Total
                                          --------            --------           --------             -----
<S>                    <C> <C>           <C>                 <C>                <C>                <C>
Balance as at December 31, 2007          $ 343,955           $      --          $      --          $ 343,955
  Geological consulting fees                 6,490                  --                 --              6,490
                                         ---------           ---------          ---------          ---------
                                           350,445                  --                 --            350,445
  Impairment provision                    (145,445)                 --                 --           (145,445)
                                         ---------           ---------          ---------          ---------
Balance as at December 31, 2008            205,000                  --                 --            205,000
  Option proceeds received                 (35,000)                 --                 --            (35,000)
  Option payment                                --               7,500              2,500             10,000
                                         ---------           ---------          ---------          ---------
                                           170,000               7,500              2,500            180,000
  Impairment provision                     (79,000)                 --                 --            (79,000)
                                         ---------           ---------          ---------          ---------
Balance as at December 31, 2009          $  91,000           $   7,500          $   2,500          $ 101,000
                                         =========           =========          =========          =========
</TABLE>

5. Equipment

<TABLE>
<CAPTION>
                                        December 31, 2009                              December 31, 2008
                             ------------------------------------------        --------------------------------
                                                                   Net                                     Net
                                       Accumulated                Book                    Accumulated     Book
                             Cost     Amortization    Disposal    Value        Cost      Amortization     Value
                             ----     ------------    --------    -----        ----      ------------     -----
<S>                        <C>           <C>            <C>       <C>        <C>             <C>          <C>
Computer hardware          $ 1,579       $ 863          (716)     $  --      $ 1,579         $ 805        $ 774
                           =======       =====          ====      =====      =======         =====        =====
</TABLE>

6. Related Party Transactions

    During the year ended  December  31, 2009, a company in which a director has
    an interest charged the Company $24,000 (2008:  $24,000,  2007: $24,000) for
    rent  and  management  fees.  The  unpaid  portion  of these  amounts,  plus
    additional advances and other amounts due to directors, aggregating $143,723
    (2008:  $118,657) is included in accounts payable and accrued liabilities at
    December 31, 2009.

    Related  party  transactions  were in the normal course of business and have
    been  recorded  at the  exchange  amount  which is the fair value  agreed to
    between  the  parties.   Amounts  due  to  related  parties  are  unsecured,
    non-interest bearing and without specific terms of repayment.

                                      F-12
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

7. Share Capital

    Effective  April 19,  2010 the  Company's  shareholders  approved  a special
    resolution to reorganize the Company's capital structure by consolidating in
    a reverse  stock split the existing  common  shares on the basis of each two
    (2) old shares being equal to one (1) new share and concurrently  increasing
    the authorized capital of the Company from 100,000,000 common shares without
    par value to an unlimited  number of common  shares  without par value.  All
    references to common shares,  stock options,  warrants and weighted  average
    number of shares outstanding in these financial statements reflect the share
    consolidation  unless  otherwise  noted.  The net effect of the above was to
    reduce the existing outstanding common shares from 10,883,452 to 5,441,726.

     a)   The authorized capital of the Company comprises an unlimited number of
          common shares without par value and  100,000,000  Series 1 convertible
          preferred shares without par value. The rights and restrictions of the
          preferred shares are as follows:

          i)   dividends shall be paid at the discretion of the directors;
          ii)  the  holders of the  preferred  shares are not  entitled  to vote
               except at meetings of the holders of the preferred shares,  where
               they are entitled to one vote for each preferred share held;
          iii) the shares are convertible at any time; and
          iv)  the number of the common  shares to be received on  conversion of
               the  preferred  shares  is  to  be  determined  by  dividing  the
               conversion value of the share, $1 per share, by $0.90.

     b)   Common shares issued and outstanding

<TABLE>
<CAPTION>
                                                          2009                           2008
                                                -------------------------      -------------------------
                                                  Shares           $             Shares           $
                                                ---------      ----------      ---------      ----------
<S>                                             <C>            <C>             <C>            <C>
          Balance, beginning and end of year    5,441,726      13,044,609      5,441,726      13,044,609
                                                =========      ==========      =========      ==========

     c)   Preferred shares issued and outstanding

                                                          2009                           2008
                                                -------------------------      -------------------------
                                                  Shares           $             Shares           $
                                                ---------      ----------      ---------      ----------
          Balance, beginning and end of year      604,724         604,724        604,724         604,724

     d)   Warrants

                                                   2009            2008
                                                 --------        --------
          Balance, beginning of year                   --         780,166
          Expired during the year                      --        (780,166)
                                                 --------        --------
          Balance, end of year                         --              --
                                                 ========        ========
</TABLE>

    Each  warrant  gave the holder the right to purchase one common share of the
    Company  at $0.36 per  share on or before  the  expiry  of the  warrants  on
    December 5, 2008.

     e)   Stock Options

    As of December 31, 2009 and 2008, there were no stock options outstanding.

                                      F-13
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

8. Income Taxes

    A reconciliation  of income taxes at statutory rates with the reported taxes
    is as follows:

<TABLE>
<CAPTION>
                                                2009                 2008                 2007
                                              ---------            ---------            ---------
<S>                                           <C>                  <C>                  <C>
    Loss before income taxes:                 $ 117,645            $ 200,977            $  49,759
                                              ---------            ---------            ---------
    Statutory rates                               31.00%               31.00%               34.12%
    Expected income tax recovery                 36,470               62,303               16,978
    Non-controlling interest                      3,389                2,668                2,962
    Effect of reduction in tax rates             (4,227)             (25,427)                  --
    Permanent differences and other              (4,100)              14,307               (2,962)
    Expiring losses                             (10,932)              (7,194)                  --
    Increase in valuation allowance             (20,600)             (46,657)             (16,978)
                                              ---------            ---------            ---------
    Net future income tax recovery            $      --            $      --            $      --
                                              =========            =========            =========

     The significant components of the Company's future income tax assets are as
     follows:

                                                2009                 2008
                                              ---------            ---------
    Future income tax assets:
    Non-capital loss carry forward benefit    $  92,000            $  89,500
    Capital losses carried forward                2,000                2,100
    Mining properties                            56,000               37,800
    Valuation allowance                        (150,000)            (129,400)
                                              ---------            ---------
    Net future income tax asset               $      --            $      --
                                              =========            =========
</TABLE>

    The Company has  approximately  $366,000 in  non-capital  losses that can be
    offset  against  taxable  income in future  years  which  began  expiring at
    various dates commencing in 2009, and approximately $8,000 in capital losses
    which may be available to offset future  taxable  capital gains which can be
    carried  forward  indefinitely.  The  potential  future tax benefit of these
    losses has not been recorded as a full-future tax asset valuation  allowance
    has been provided due to the uncertainty  regarding the realization of these
    losses.

    The related  potential  income tax benefits with respect to these items have
    not been  recorded in the  accounts.  Application  and  expiration  of these
    carryforward  balances are subject to relevant  provisions of the Income Tax
    Act, Canada.

9. Capital Management

    The Company manages its capital structure and makes adjustments to it, based
    on the funds available to the Company,  in order to support the acquisition,
    exploration  and development of mineral  properties.  The Board of Directors
    does not establish  quantitative  return on capital criteria for management,
    but rather relies on the  expertise of the  Company's  management to sustain
    future development of the business.

    The  properties  in which the Company  currently  has an interest are in the
    exploration stage; as such the Company is dependent on external financing to
    fund its activities.  In order to carry out the planned  exploration and pay
    for administrative costs, the Company will spend its existing cash and raise
    additional  amounts as  needed.  The  Company  will  continue  to assess new
    properties  and seek to acquire an interest in  additional  properties if it

                                      F-14
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

9. Capital Management cont'd

    feels  there is  sufficient  geologic or  economic  potential  and if it has
    adequate financial resources to do so.

    Management reviews its capital  management  approach on an ongoing basis and
    believes  that this  approach,  given the relative  size of the Company,  is
    reasonable.

    There were no changes in the Company's approach to capital management during
    the years ended  December  31, 2009 and 2008.  The Company is not exposed to
    externally imposed capital requirements.

10. Risk Factors

    The  Company is  engaged  primarily  in the  mineral  exploration  field and
    manages related industry risk issues directly. The Company is potentially at
    risk for  environmental  reclamation  and  fluctuations  in commodity  based
    market prices associated with resource property interests.  Management is of
    the opinion that the Company addresses  environmental risk and compliance in
    accordance  with  industry  standards  and  specific  project  environmental
    requirements.  There  is no  certainty  that  all  environmental  risks  and
    contingencies have been addressed.

    The  Company's  risk  exposures  and the impact on the  Company's  financial
    instruments are summarized below:

    Credit risk

    The Company's  credit risk is primarily  attributable  to  receivables.  The
    Company  has no  significant  concentration  of  credit  risk  arising  from
    operations.  Receivables  include  primarily goods and services tax due from
    the Federal Government of Canada.  Management  believes that the credit risk
    concentration with respect to its receivables is remote.

    Liquidity risk

    The Company's  approach to managing liquidity risk is to ensure that it will
    have sufficient  liquidity to meet third party  liabilities  when due. As at
    December 31,  2009,  the Company had a working  capital  deficit of $102,535
    (2008:   $107,458).   All  of  the  Company's  financial   liabilities  have
    contractual  maturities of less than 30 days and are subject to normal trade
    terms. The Company is dependent on management's  ability to raise additional
    funds so that it can manage its financial obligations.

    Market risk

    (a) Interest rate risk

    The  Company  has cash  balances  and no  interest-bearing  debt  therefore,
    interest rate risk is minimal.

    (b) Foreign currency risk

    The Company's functional currency is the Canadian dollar and major purchases
    are  transacted in Canadian  dollars:  therefore,  foreign  currency risk is
    minimal.

11. Reconciliation between Canadian and United States Generally Accepted
    Accounting Principles

    These  consolidated  financial  statements  have been prepared in accordance
    with Canadian  GAAP,  which  differs in certain  respects from United States
    generally  accepted  accounting  principles ("US GAAP"). A description of US
    GAAP and practices  prescribed by the US Securities and Exchange  Commission
    ("SEC") that result in material measurement and disclosure  differences from
    Canadian GAAP are summarized as follows:

                                      F-15
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

11. Reconciliation between Canadian and United States Generally Accepted
    Accounting Principles cont'd

    Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                               December 31,        December 31,
                                                                   2009                2008
                                                                ---------           ---------
<S>                                                             <C>                 <C>
    Total assets under Canadian GAAP                            $ 184,212           $ 251,312

      (a) Mineral property exploration and acquisition
          costs expensed under US GAAP                           (101,000)           (205,000)
                                                                ---------           ---------

    Total assets under US GAAP                                  $  83,212           $  46,312
                                                                =========           =========

    Total liabilities under Canadian and US GAAP                $ 185,747           $ 152,996
                                                                =========           =========

    Non-controlling interest under Canadian GAAP                $  53,249           $  59,980

      (a) Non-controlling interest in mineral property
          exploration and acquisition costs expensed
          under US GAAP                                           (31,486)            (53,614)
                                                                ---------           ---------

    Non-controlling interest under US GAAP                      $  21,763           $   6,366
                                                                =========           =========

    Total shareholders' equity (deficit)
      under Canadian GAAP                                       $ (54,784)          $  38,336

      (a) Mineral property exploration and acquisition
          costs expensed under US GAAP                           (101,000)           (205,000)

      (a) Non-controlling interest in mineral property
          exploration and acquisition costs expensed
          under US GAAP                                            31,486              53,614
                                                                ---------           ---------

    Total shareholders' equity (deficit) under US GAAP          $(124,298)          $(113,050)
                                                                =========           =========
</TABLE>

                                      F-16
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

11. Reconciliation between Canadian and United States Generally Accepted
    Accounting Principles cont'd

    Consolidated Statements of Operations and Deficit

<TABLE>
<CAPTION>
                                                                     Year ended          Year ended          Year ended
                                                                     December 31,        December 31,        December 31,
                                                                        2009                2008                2007
                                                                      ---------           ---------           ---------
<S>                                                                   <C>                 <C>                 <C>
    Net loss under Canadian GAAP                                      $(117,645)          $(200,977)          $ (49,759)

      (a) Mineral property exploration and acquisition costs
          expensed under US GAAP                                         69,000             138,955             (10,797)

      (b) Mineral property option proceeds included in income
          under US GAAP                                                  35,000                  --                  --

      (a) Non-controlling interest in mineral property
          exploration and acquisition costs expensed under US GAAP      (22,128)              2,246               3,736
                                                                      ---------           ---------           ---------

    Net loss under US GAAP                                              (35,773)            (59,776)            (56,820)

    Accumulated other comprehensive income                               24,525                  --                  --
                                                                      ---------           ---------           ---------

    Comprehensive loss - US GAAP                                      $ (11,248)          $ (59,776)          $ (56,820)
                                                                      =========           =========           =========

    Basic and diluted loss per share under US GAAP                    $   (0.02)          $   (0.02)          $   (0.01)
                                                                      =========           =========           =========

    Consolidated Statements of Cash Flows

                                                                     Year ended          Year ended          Year ended
                                                                     December 31,        December 31,        December 31,
                                                                        2009                2008                2007
                                                                      ---------           ---------           ---------
    Net cash used in operating activities under
     Canadian GAAP                                                    $ (24,146)          $ (22,477)          $ (25,079)

      (b) Mineral property acquisition and exploration costs
          incurred                                                      (10,000)             (6,490)            (10,797)

      (b) Mineral property option proceeds received in cash              10,000                  --                  --
                                                                      ---------           ---------           ---------
    Net cash used in operating activities under US GAAP               $ (24,146)          $ (28,967)          $ (35,876)
                                                                      =========           =========           =========
    Net cash provided by (used in) investing activities
     under Canadian GAAP                                              $      --           $  (6,490)          $ (10,797)

      (b) Mineral property acquisition and exploration costs
          incurred                                                           --               6,490              10,797
                                                                      ---------           ---------           ---------
    Net cash provided by (used in) investing activities under
     US GAAP                                                          $      --           $      --           $      --
                                                                      =========           =========           =========
    Net cash provided by financing activities under Canadian and
     US GAAP                                                          $      --           $      --           $      --
                                                                      =========           =========           =========
</TABLE>

                                      F-17
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

11. Reconciliation between Canadian and United States Generally Accepted
    Accounting Principles cont'd

    (a) Interest in unproven mineral properties

         In accordance  with Canadian GAAP,  the cost of mineral  properties and
         related  exploration  and  development  costs  are  deferred  until the
         properties are placed into  production,  sold,  abandoned or management
         has determined there to be impairment.

         In accordance  with US GAAP,  mineral  property  acquisition  costs are
         initially   capitalized   when  incurred  and  the  carrying  value  of
         intangible  assets and other long-lived assets is reviewed on a regular
         basis for the  existence  of facts or  circumstances  that may  suggest
         impairment.  The  Company  recognizes  impairment  when  the sum of the
         expected  undiscounted  future  cash  flows is less  than the  carrying
         amount of the asset. Mineral property exploration costs are expensed as
         incurred until  commercially  minable  deposits are determined to exist
         within  a  particular  property  as cash  flows  cannot  be  reasonably
         estimated prior to such determination.

         Accordingly,  for all periods  presented,  the Company has expensed all
         mineral  property  exploration  costs for US GAAP purposes and impaired
         the property acquisition costs incurred during the period (see Note 4).
         During  2009,  the  Company  optioned  some  of  its  mineral  property
         interest.  Under  Canadian  GAAP,  the  Company  will record the option
         proceeds  against the carrying value of the mineral  property while for
         US GAAP,  the Company will record the option  proceeds as a recovery of
         mineral property costs on the statement of operations.

    (b) Mineral property costs incurred

         Under   Canadian  GAAP,   cash  flows  relating  to  mineral   property
         acquisition  and  exploration  costs and option  proceeds  received are
         reported as  investing  activities.  Under US GAAP,  these  amounts are
         classified as operating activities.  The net cash provided by (used in)
         operating and investing  activities has been adjusted  accordingly  for
         all periods presented.

    (c) Income taxes

         Under US GAAP,  the effect on deferred tax assets and  liabilities of a
         change in tax rates is recognized in income in the period that includes
         the enactment date.  Under Canadian GAAP, the effect of a change in tax
         rates  is  recognized  in the  period  of  substantive  enactment.  The
         application  of this  difference  under US GAAP  does not  result  in a
         material  difference  between  future  income  taxes as recorded  under
         Canadian GAAP.

    (d) Stock-based compensation

         The Company has granted stock options to certain  directors,  employees
         and  consultants.  Under Canadian GAAP,  prior to 2003, no compensation
         expense was recorded in connection  with the granting of stock options.
         Under  previous  US  GAAP,  the  Company   accounted  for   stock-based
         compensation  in respect of stock  options  granted  to  directors  and
         employees using the intrinsic value based method. Stock options granted
         to  non-employees  were accounted for by applying the fair value method
         using the  Black-Scholes  option pricing model.  Commencing  January 1,
         2003,  under  Canadian GAAP the Company  expenses the fair value of all
         stock options granted. As a result, effective January 1, 2003, there is
         no material  difference  between  the  Company's  accounting  for stock
         options under US GAAP versus Canadian GAAP.

                                      F-18
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

11. Reconciliation between Canadian and United States Generally Accepted
    Accounting Principles cont'd

    (e) Reporting comprehensive income

         The Company follows the standards for the reporting and presentation of
         comprehensive  income  and  its  components  in a full  set of  general
         purpose financial  statements.  Comprehensive  income equals net income
         for  the  year  as  adjusted  for  all  other   non-owner   changes  in
         shareholders' equity. The Company recognizes all items under accounting
         standards as  components  of  comprehensive  income to be reported in a
         financial statement. Effective January 1, 2007, the Company adopted new
         Canadian  GAAP  accounting  standards  issued by the CICA  relating  to
         comprehensive   income.   The  new  standard  has  been  adopted  on  a
         prospective  basis  with  no  restatement  to  prior  period  financial
         statements.  The new standard  substantially  harmonizes  Canadian GAAP
         with US GAAP with respect to reporting  comprehensive  income and loss.
         During the year, other comprehensive loss recognized is $24,525 (2008 -
         $Nil, 2007 -$Nil).

    (f) Recent accounting pronouncements

         In May 2009, the Financial  Accounting  Standards Board ("FASB") issued
         guidance  that  establishes  general  standards of  accounting  for and
         disclosure  of events that occur  subsequent  to the balance sheet date
         but before financial  statements are issued.  The statement defines two
         types of subsequent  events (1)  recognized  subsequent  events,  which
         provide  additional  evidence  about  conditions  that  existed  at the
         balance sheet date, and (2)  non-recognized  subsequent  events,  which
         provide  evidence  about  conditions  that did not exist at the balance
         sheet date,  but arose  before the  financial  statements  were issued.
         Recognized  subsequent  events are  required  to be  recognized  in the
         financial statements, and non-recognized subsequent events are required
         to be disclosed.  The adoption had no material  impact on the Company's
         financial position, results of operations or cash flows.

         In June 2009,  the FASB issued the  Accounting  Standards  Codification
         (the   "Codification"),   which   establishes   a  sole  source  of  US
         authoritative  GAAP. The  Codification is meant to simplify user access
         to all  authoritative  accounting  guidance  by  reorganizing  US  GAAP
         pronouncements  into  approximately  ninety  accounting topics within a
         consistent  structure;  its purpose is not to create new accounting and
         reporting  guidance.  The  adoption  of this  guidance  did not have an
         effect on the Company's  consolidated results of operations,  financial
         position or cash flows.

         Other  pronouncements   issued  by  the  FASB  or  other  authoritative
         accounting  standards groups with future effective dates are either not
         applicable or are not expected to be  significant  to the  consolidated
         financial statements of the Company.

12. Subsequent Events

    The Company has evaluated  subsequent events through the date of filing, and
    the following events have been identified:

     (a)  Effective April 5, 2010 the Company  entered into 4 option  agreements
          to acquire rights to four groups of mineral claims,  known as the Post
          Creek, Bell Lake, Woods Creek and Halcyon  properties,  located within
          the  Sudbury  Mining  District of  Ontario.  In order to acquire  100%
          working  interests in the  properties,  subject to certain net smelter
          return  royalties  ("NSR") and advance royalty  payments,  the Company
          agreed  to  pay  cash  instalments,  issue  common  shares  and  incur
          exploration expenses as follows:

                                      F-19
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

12. Subsequent Events cont'd

                                             Post-consolidation    Exploration
                Commitment         Cash            shares            expense
 Property          date           payment          issued            incurred
 --------          ----           -------          ------            --------
Post Creek
                April 2010      $  12,500          400,000                N/A
                April 2011      $  30,000          300,000          $  15,000
                April 2012      $  50,000          300,000          $  15,000
                April 2013      $  50,000              N/A          $  15,000
                                ---------        ---------          ---------
Totals                          $ 142,500        1,000,000          $  45,000
                                =========        =========          =========
Bell Lake
                April 2010      $  25,000          300,000                N/A
                April 2011      $  25,000          300,000                N/A
                April 2012      $  40,000          400,000                N/A
                April 2013      $  40,000              N/A                N/A
                April 2014      $  80,000              N/A                N/A
                                ---------        ---------          ---------
Totals                          $ 210,000        1,000,000                N/A
                                =========        =========          =========
Halcyon
                April 2010      $  15,000          300,000                N/A
                April 2011      $  25,000          200,000          $  22,000
                April 2012      $  35,000          200,000          $  22,000
                April 2013      $  35,000              N/A          $  22,000
                                ---------        ---------          ---------
Totals                          $ 110,000          700,000          $  66,000
                                =========        =========          =========

Woods Creek
                April 2010      $   7,500          150,000                N/A
                April 2011      $  15,000          150,000          $  24,000
                April 2012      $  20,000              N/A          $  24,000
                April 2013      $  45,000              N/A          $  24,000
                                ---------        ---------          ---------
Totals                          $  87,500          300,000          $  72,000
                                =========        =========          =========

     (b)  Effective  April 5, 2010 the Company  entered into a Purchase and Sale
          Agreement to acquire  ownership of the South Bay,  Thompson  North and
          Cedar Lake properties in Manitoba, subject to a 2% NSR reserved by the
          vendor,   in  exchange  for  a  $1,000  cash  payment  and   6,000,000
          post-consolidation  common  shares  valued  at $0.06  per  share.  The
          agreement is subject to certain conditions  precedent and is scheduled
          to close on or before August 3, 2010.

     (c)  Effective  April 19, 2010 the name of the  Company  was  changed  from
          Widescope  Resources  Inc.  to  North  American  Nickel  Inc.  and the
          Company's shareholders approved a special resolution to reorganize the
          Company's  capital  structure by way of a consolidation,  in a reverse
          stock split,  of the existing common shares on the basis of each 2 old
          shares  being  equal to 1 new share and  concurrently  increasing  the
          authorized  capital of the  Company  from  100,000,000  common  shares
          without par value to an unlimited  number of common shares without par
          value.

                                      F-20
<PAGE>
NORTH AMERICAN NICKEL INC.
(formerly Widescope Resources Inc.)
Notes to the Consolidated Financial Statements
December 31, 2009
- --------------------------------------------------------------------------------

12. Subsequent Events cont'd

     (d)  The Company's shareholders ratified the adoption of a new stock option
          plan (the "2010 Stock Option Plan") for insiders,  employees and other
          service providers to the Company. Under the 2010 Stock Option Plan the
          Company will reserve up to 10% of the issued  common  shares from time
          to time on a  rolling  basis.  Under  the new  plan  the  Company  has
          reserved up to 3,000,000 post-consolidation common shares for issuance
          at $0.10 per share for option grants to officers, directors, employees
          and consultants of the Company.

     (e)  The Company has  arranged two  non-brokered  private  placements.  The
          first will consist of 10,000,000  post-consolidation  shares at $0.05.
          The second  will  consist of  10,000,000  post-consolidation  units at
          $0.06.  Each unit  consists  of one post  consolidation  share and one
          non-transferrable warrant to purchase an additional post-consolidation
          common share at $0.10 for 30 months after closing. The warrants may be
          subject to earlier  expiry.  Both private  placements  are expected to
          close prior to May 15, 2010.

     (f)  Effective  April 7, 2010 the Company has entered into a Stock Purchase
          Agreement whereby it has agreed to sell its entire interest in Outback
          to an arms  length  party  for cash  consideration  equivalent  to the
          calculated book value of the Company's holding at the date of closing,
          which is expected to be on or before May 10, 2010.


                                      F-21
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>PROPERTY OPTION AGREEMENT
<TEXT>
                                                                    Exhibit 10.1

                            PROPERTY OPTION AGREEMENT

THIS  made and entered into as of the ___ day of __________, 2010.

BETWEEN:

          JOHN AND MARIE BRADY, 1227 Holland Road, Sudbury, Ontario, P3A 3R1;

          (herein "Optionors")

                                                               OF THE FIRST PART

AND:

          WIDESCOPE  RESOURCES INC., a company having an office at Suite 208-828
          Harbourside Drive, North Vancouver, British Columbia, V7P 3R9

          (herein "Optionee")

                                                              OF THE SECOND PART

WHEREAS the Optionors have represented that they are the sole beneficial  owners
in and to those mineral  claims in Ontario (the  "Claims") as more  particularly
described in Schedule "A" attached  hereto and  collectively  referred to as the
Post Creek and Post Creek East Properties;

AND WHEREAS the Optionors,  subject to the Net Smelter  Royalty  reserved to the
Optionors and the obligations under section 10(g) hereof, now wishes to grant to
the Optionee the exclusive  right and option to acquire an undivided 100% right,
title and interest in and to the Claims on the terms and conditions  hereinafter
set forth;

NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in  consideration of the premises,
the  mutual  covenants  herein  set forth and the sum of One  Dollar  ($1.00) of
lawful  money of Canada now paid by the Optionee to the  Optionors  (the receipt
whereof is hereby acknowledged),  the Parties hereto do hereby mutually covenant
and agree as follows:

1. Definitions

The following words, phrases and expressions shall have the following meanings:

     (a)  "After  Acquired  Properties"  means  any  and all  mineral  interests
          staked, located,  granted or acquired by or on behalf of either of the
          parties  hereto  during  the  currency  of this  Agreement  which  are
          located,  in whole or in part, within five kilometres of the perimeter
          of the Claims;
<PAGE>
                                      -2-


     (b)  "Expenditures"  includes  all  direct  or  indirect  expenses  [net of
          government incentives and net of payments to the Optionors pursuant to
          Section 4 hereof] of or incidental to Mining Operations  provided that
          such  expenses  must relate to work on the Claims as is  acceptable to
          the MNDM for the purposes of keeping the Claims in good standing.  The
          certificate  of the  Controller  or  other  financial  officer  of the
          Optionee,  together  with a statement of  Expenditures  in  reasonable
          detail shall be prima facie evidence of such Expenditures;

     (c)  "Facilities" means all mines and plants, including without limitation,
          all pits,  shafts,  adits,  haulageways,  raises and other underground
          workings, and all buildings, plants, facilities, and other structures,
          fixtures, and improvements,  and all other property,  whether fixed or
          moveable,  as the same may exist at any time in, or on the  Claims and
          relating to the operator of the Claims as a mine or outside the Claims
          if for the exclusive benefit of the Claims only;

     (d)  "Force  Majeure" means an event beyond the  reasonable  control of the
          Optionee that  prevents or delays it from  conducting  the  activities
          contemplated  by this  Agreement  other  than the  making of  payments
          referred to in Section 0 herein.  Such events shall include but not be
          limited  to acts of God,  war,  insurrection,  action or  inaction  of
          governmental   agencies,   inability  to  obtain  any   environmental,
          operating or other  permits or approvals,  authorizations  or consents
          and inclement weather conditions;

     (e)  "Mineral  Products"  means the  commercial  end products  derived from
          operating the Claims as a mine;

     (f)  "Mineral  Rights"  means the right to all minerals on, in or under the
          Claims;

     (g)  "Mining Operations" includes:

          (i)  every  kind of work done on or with  respect to the Claims or the
               mineral products  derived  therefrom by or under the direction of
               the Optionee; and

          (ii) without  limiting the generality of the  foregoing,  includes the
               work  of  assessment,  geophysical,  geochemical  and  geological
               surveys, studies and mapping, investigating, drilling, designing,
               examining  equipping,   improving,   surveying,   shaft  sinking,
               raising,  cross-cutting  and drifting,  searching  for,  digging,
               trucking,  sampling,  working and  procuring  minerals,  ores and
               metals,  in surveying and bringing any mineral claims to lease or
               patent,  in  doing  all  other  work  usually  considered  to  be
               prospecting,   exploration,  development,  a  feasibility  study,
               mining work,  milling,  concentration,  bonification  or ores and
               concentrates, as well as the separation and extraction of Mineral
               Products;

     (h)  "MNDM" means the Ontario Ministry of Northern Development and Mines;

     (i)  "Net  Smelter  Royalty"  means that net smelter  royalty as defined in
          Section 0 hereof;
<PAGE>
                                      -3-


     (j)  "Option"  means the option granted by the Optionors to the Optionee to
          acquire,  subject to the Net Smelter Royalty reserved to the Optionors
          and the  obligations  under section 10(g)  hereof,  an undivided  100%
          right, title and interest in and to the Claims;

     (k)  "Option  Period"  means the period from the date hereof to the date at
          which the Optionee has performed its  obligations  to acquire its 100%
          interest  in the Claims as set out in Section 0 hereof  subject to the
          Net Smelter  Royalty  reserved to the  Optionors  and the  obligations
          under section 10(g) hereof; and

     (l)  "Claims" means the mineral  claims  described in Schedule "A" together
          with  such  further  claims  contiguous  to the  claims  described  in
          Schedule "A" as the parties  hereto have mutually  agreed to be staked
          so as to become subject to the Option.

2. Headings

Any heading,  caption or index hereto shall not be used in any way in construing
or interpreting any provision hereof.

3. Singular, Plural

Whenever the singular or masculine or neuter is used in this Agreement, the same
shall be construed as meaning plural or feminine or body politic or corporate or
vice versa, as the context so requires.

4. Option

The  Optionors  hereby grant to the Optionee  the sole and  exclusive  right and
option (the "Option") to earn a 100% interest in the Claims,  subject to the Net
Smelter  Royalty  reserved to the  Optionors and the  obligations  under section
10(g) hereof, exercisable as follows:

     (a)  the Optionee paying the sum of $12,500 to the Optionors by way of cash
          and issuing  400,000  common  shares of the Optionee to the  Optionors
          forthwith upon execution of this Agreement (the "Execution Date");

     (b)  on or before that date which is 12 months following the Execution Date
          the  Optionee  incurring  $15,000  of  Expenditures,  paying a further
          $30,000  to the  Optionors  and  issuing  to the  Optionors  a further
          300,000 common shares of the Optionee;

     (c)  on or before that date which is 24 months following the Execution Date
          the Optionee,  incurring a further $15,000 of  Expenditures,  paying a
          further  $50,000  to the  Optionors  and  issuing to the  Optionors  a
          further 300,000 common shares of the Optionee;

     (d)  on or before that date which is 36 months following the Execution Date
          the Optionee  incurring a further $15,000 of Expenditures and paying a
          further $50,000 to the Optionors; and
<PAGE>
                                      -4-


upon the Optionee having satisfied the obligations set forth above, the Optionee
shall be deemed to have exercised the Option (the "Exercise  Date") and shall be
entitled to an  undivided  100% right,  title and  interest in and to the Claims
with the full right and authority to equip the Claims for production and operate
the Claims as a mine  subject to the rights of the  Optionors to the Net Smelter
Royalty  and subject to the  obligations  under  section  10(g)  hereof.  Always
provided that if any of the  obligations set forth above are not satisfied on or
before the date  stipulated,  the Optionee shall without losing any rights under
this Agreement have a further thirty (30) days to satisfy any such obligation.

In connection with the incurring of the Expenditures and as a condition thereof,
the  Optionee  agrees to file with the MNDM all eligible  work  performed on the
Claims within 90 days of the completion of each phase of work.

5. Net Smelter Royalty

The transfer of the Mineral  Rights by the Optionors is subject to the Optionors
retaining a 2.5% Net Smelter  Royalty  with respect to the  production  from the
Claims having the following attributes:

     (a)  the terms and  conditions  of the Net Smelter  Royalty shall be as set
          forth in schedule B hereto;

     (b)  the Optionee  shall have the right to repurchase  sixty percent of the
          Net Smelter  Royalty  (1.5%) for  $1,500,000  at any time prior to the
          first anniversary date of the commencement of commercial production on
          the Claims; and

     (c)  the  Optionee  shall be  obligated  to pay advances on the Net Smelter
          Royalty  of $10,000  per  annum,  payable as to $5,000 on August 1 and
          February 1 of each year commencing  August 1, 2013 which amounts,  for
          greater  certainty shall serve to reduce any amounts otherwise payable
          on account of the Net Smelter Royalty.

6. Transfer of Title

Upon  execution of this  Agreement,  the  Optionors  will deliver or cause to be
delivered to the Optionee,  a duly executed  transfer of the Claims in favour of
the Optionee (the  "Optionee  Transfer") to be held in trust by said  solicitors
subject to the terms and  conditions of this  Agreement.  The Optionee  shall be
entitled to record the Optionee Transfer with the appropriate government offices
to effect  transfer  of legal  title of the Claims into its own name at any time
following the Exercise Date provided that in the event the Optionee  Transfer is
recorded the Optionors  shall be entitled to record notice of their  interest in
the Net Smelter Royalty.

7. Assignment

During the Option Term, no party shall sell, transfer,  assign, mortgage, pledge
or otherwise encumber its interest in this Agreement or its right or interest in
the Claims  without the  consent of the other  parties,  such  consent to be not
unreasonably withheld, provided that any party shall be permitted to assign this
Agreement to an  "affiliate"  or  "associate"  as those terms are defined in THE
<PAGE>
                                      -5-


BUSINESS  CORPORATIONS  ACT  (British  Columbia).  It will be a condition of any
assignment  under this Agreement that such assignee shall agree in writing to be
bound by the terms of this Agreement applicable to the assignor.

The Optionee  shall have the right at any time during the term of this Agreement
to relinquish  its rights to earn an interest in one or more of the Claims or to
reduce the size of one or more of the  Claims,  in  accordance  with the laws of
Ontario,  by providing  written  notice to the  Optionors.  Pursuant to any such
relinquishment  the Claims  relinquished  shall be returned to the Optionor with
sufficient work applied to them such that they are in good standing for a period
of  twelve  (12)  months  from the date of  relinquishment.  Following  any such
relinquishment  or reduction in size,  the Optionee  will have no  obligation to
incur any further exploration and development expenditures on the portion of the
Property relinquished or, in the case of a claims that has been reduced in size,
on the portion of such claim that has been dropped.

8. Termination

This Agreement shall forthwith terminate in circumstances where:

     (a)  the  Optionee  fails  to  make  the  payments  for or  carry  out  the
          Expenditures required in Sections 0 of this Agreement on or before the
          dates  set out  herein  provided  that,  in  circumstances  where  the
          Optionee  is  prevented  from  carrying  out  any of the  Expenditures
          contemplated  in  Sections 0 prior to the dates set out therein due to
          Force Majeure,  then the Optionee  shall  forthwith give the Optionors
          written notice of the  commencement  and termination of the said Force
          Majeure  and  thereafter  such  dates  shall be  deemed  to have  been
          extended by the period of time during which the Force Majeure  remains
          in effect;

     (b)  the Optionee  gives 3 months  notice of  termination  to the Optionors
          which it shall be at liberty to do at any time after the  execution of
          this  Agreement  and the  payment  of the amount set forth in clause 0
          hereof;

     (c)  this  Agreement is  terminated in  accordance  with the  provisions of
          section 0 herein; or

     (d)  the parties mutually agree in writing; and

in circumstances where this Agreement  terminates prior to the Exercise Date the
Optionee shall execute all such documents and do all such things as necessary to
transfer legal title to the Claims back to the Optionors.

9. Representations, Warranties and Covenants of the Optionors

The Optionors jointly  represent,  warrant and covenant to and with the Optionee
as follows:

     (a)  neither the execution and delivery of this  Agreement,  nor any of the
          agreements  referred  to  herein  or  contemplated   hereby,  nor  the
          consummation of the transactions  hereby  contemplated  conflict with,
<PAGE>
                                      -6-


          result in the breach of or accelerate the performance required by, any
          agreement to which they are a party;

     (b)  the Claims are  accurately  described  in  Schedule  "A",  are in good
          standing under the laws of the jurisdiction in which it is located and
          are free and clear of all liens,  charges and encumbrances  other than
          those of which the Optionee has been advised in writing;

     (c)  the Claims have been operated  substantially  in  accordance  with all
          applicable  and  environmental  laws  and,  to  the  knowledge  of the
          Optionors there are no environmental conditions existing on the Claims
          to which any  material  remedial  action is required  or any  material
          liability has or may be imposed under applicable environmental law;

     (d)  the  Optionors are the sole  beneficial  owners of the Claims and have
          the  exclusive  right to enter into this  Agreement  and all necessary
          authority to transfer their interest in the Claims in accordance  with
          the terms of this Agreement;

     (e)  no person,  firm or  corporation  has any  proprietary  or  possessory
          interest in the Claims other than the Optionors,  and no person,  firm
          or  corporation  is entitled  to any  royalty or other  payment in the
          nature  of  rent  or  royalty  on  any  minerals,   ores,   metals  or
          concentrates or any other such products removed from the Claims;

     (f)  upon request by the  Optionee,  and at the sole cost of the  Optionee,
          the  Optionors  shall deliver or cause to be delivered to the Optionee
          copies of all  available  maps and other  documents  and data in their
          possession respecting the Claims; and

     (g)  during the currency of this Agreement, the Optionors will:

          (i)  not do any act or thing which would or might in any way adversely
               affect the rights of the Optionee hereunder;

          (ii) not  relinquish  or abandon all or any part of their  interest in
               the Claims;

          (iii)not  mortgage,  pledge or encumber the Claims after the Effective
               Date without the Optionee's prior written consent; and

          (iv) give the Optionee  such access to the  Property,  at all times at
               its own risk and expense, as the Optionee shall determine, acting
               reasonably,  is  necessary to enable it to carry out the terms of
               this Agreement.

10. Representations, Warranties and Covenants of the Optionee

The Optionee represents, warrants and covenants to and with the Optionors that:

     (a)  the Optionee is a company duly organized  validly existing and in good
          standing under the laws of the Province of British Columbia;
<PAGE>
                                      -7-


     (b)  the Optionee has full power and authority to carry on its business and
          to enter into this Agreement and any agreement or instrument  referred
          to or contemplated by this Agreement;

     (c)  neither the execution and delivery of this  Agreement,  nor any of the
          agreements  referred  to  herein  or  contemplated   hereby,  nor  the
          consummation of the transactions  hereby  contemplated  conflict with,
          result in the breach of or accelerate the performance required by, any
          agreement to which it is a party;

     (d)  the  execution  and  delivery  of this  Agreement  and the  agreements
          contemplated  hereby  will not  violate or result in the breach of the
          laws of any  jurisdiction  applicable or pertaining  thereto or of its
          constating documents;

     (e)  this Agreement  constitutes a legal,  valid and binding  obligation of
          the Optionee;

     (f)  the Optionee shall use its reasonable best efforts to limit the resale
          restrictions  to which the common  shares of the Optionee  issuable to
          the  Optionors  pursuant  to Section 0 hereof  would be subject to the
          minimum restrictions provided for under applicable securities laws;

     (g)  both during and after the Option  Period,  the Optionee  will keep the
          Claims in good  standing,  free and clear of all  liens,  charges  and
          encumbrances and in connection therewith shall make all such payments,
          including,  but not  limited  to  taxes  and  filing  fees as shall be
          necessary  and  including  meeting  all of  the  MNDM  minimum  yearly
          assessment work  requirements  and qualified  expenditures  thereof in
          order to keep the Claims in good standing,  failing which the Optionee
          shall take all such steps as shall be necessary to reconvey the Claims
          to the Optionors; and

     (h)  the Optionee  will carry out all Mining  Operations on the Claims in a
          miner-like  fashion and will obtain all  licenses and permits as shall
          be necessary to enable it to carry out the terms of this Agreement.

11. Indemnity and Survival of Representations

The representations and warranties  hereinbefore set out are conditions on which
the parties have relied in entering  into this  Agreement  and shall survive the
acquisition  of any  interest  in the  Claims  by the  Optionee  and each of the
parties will indemnify and save the other harmless from all loss, damage, costs,
actions  and  suits  arising  out of or in  connection  with any  breach  of any
representation,  warranty,  covenant,  agreement or  condition  made by them and
contained in this Agreement.

The  Optionee  agrees to indemnify  and save  harmless  the  Optionors  from any
liability to which it may be subject arising from any Mining Operations  carried
out by the Optionee or at is direction on the Claims.
<PAGE>
                                      -8-

12. Confidentiality

The parties  hereto  agree to hold in  confidence  all  information  obtained in
confidence  in  respect  of the  Claims or  otherwise  in  connection  with this
Agreement  other  than  in  circumstances  where a party  has an  obligation  to
disclose such information in accordance with applicable securities  legislation,
in which case such  disclosure  shall only be made after  consultation  with the
other party.

13. Notice

All  notices,  consents,  demands  and  requests  (in this  Section 0 called the
"Communication") required or permitted to be given under this Agreement shall be
in  writing  and may be  delivered  personally  sent by  telegram,  by  telex or
telecopier or other  electronic means or may be forwarded by first class prepaid
registered  mail to the  parties at their  addresses  first above  written.  Any
Communication  delivered personally or sent by telegram,  telex or telecopier or
other  electronic  means shall be deemed to have been given and  received on the
second business day next following the date of sending. Any Communication mailed
as  aforesaid  shall be  deemed to have been  given  and  received  on the fifth
business day following the date it is posted,  addressed to the parties at their
addresses  first above  written or to such other  address or addresses as either
party may from time to time specify by notice to the other;  provided,  however,
that if there shall be a mail  strike,  slowdown or other labour  dispute  which
might affect delivery of the Communication by mail, then the Communication shall
be effective only if actually delivered.

14. Further Assurances

Each of the parties to this  Agreement  shall from time to time and at all times
do all such further acts and execute and deliver all further deeds and documents
as shall be  reasonably  required  in order  fully to perform  and carry out the
terms of this Agreement.

15. Entire Agreement

The  parties  hereto  acknowledge  that they have  expressed  herein  the entire
understanding  and obligation of this  Agreement and it is expressly  understood
and agreed that no implied covenant,  condition,  term or reservation,  shall be
read into this  Agreement  relating  to or  concerning  any matter or  operation
provided for herein.

16. Proper Law and Arbitration

This Agreement will be governed by and construed in accordance  with the laws of
the Province of British Columbia and the laws of Canada applicable therein.  The
parties hereto hereby  irrevocably  attorn to the  jurisdiction of the Courts of
British  Columbia.  All  disputes  arising  out of or in  connection  with  this
Agreement,  or in respect of any defined legal relationship associated therewith
or derived  therefrom,  shall be  referred  to and  finally  resolved  by a sole
arbitrator  by  arbitration  under the rules of THE  ARBITRATION  ACT of British
Columbia.
<PAGE>
                                      -9-

17. Enurement

This  Agreement  will enure to the  benefit of and be binding  upon the  parties
hereto and their respective successors and permitted assigns.

18. After Acquired Properties

The  parties  covenant  and agree,  each with the other,  that any and all After
Acquired  Properties  shall be  subject  to the  terms  and  conditions  of this
Agreement and shall,  subject to the provisions  hereof, be added to and deemed,
for the purposes hereof,  to be included in the Claims. In this regard any costs
incurred by the Optionee in staking, locating,  recording or otherwise acquiring
any "After Acquired Properties" will be borne by the Optionee.  In circumstances
where the  Optionors  stake,  locate,  record or  otherwise  acquire  any "After
Acquired  Properties"  they shall so notify the Optionee and,  provided that the
Optionee  reimburses the Optionors for all actual costs related thereto,  as set
forth by the Optionors in writing, such After Acquired Properties shall be added
to and deemed, for the purposes hereof, to be included in the Claims.

19. Excess Work Credits

It is acknowledged  that there may be excess work credits (the "Excess Credits")
on file with MNDM in  relation  to the Claims as at the date  hereof and in such
case it is  acknowledged  and agreed  that the  Optionors  retain  title to such
Excess  Credits and may remove or use them as they in their sole  discretion may
decide;  provided  that in removing or using such Excess  Credits the  Optionors
shall always ensure that  sufficient  Excess  Credits  remain in place to ensure
that the Claims  remain in good standing for a period of 12 months from the date
of such removal or use.

20. Default

Notwithstanding  anything  in this  Agreement  to the  contrary  if any party (a
"Defaulting  Party") is in default of any requirement herein set forth the party
affected by such  default  shall give  written  notice to the  Defaulting  Party
specifying the default and the Defaulting  Party shall not lose any rights under
this Agreement, unless thirty (30) days after the giving of notice of default by
the affected party the Defaulting  Party has failed to take reasonable  steps to
cure the default by the  appropriate  performance  and if the  Defaulting  Party
fails within such period to take reasonable steps to cure any such default,  the
affected  party  shall be  entitled to seek any remedy it may have on account of
such default including, without limiting, termination of this Agreement.

21. Technical Data

In circumstances  where this Agreement is terminated prior to the Exercise Date,
the Optionee  shall deliver over to the  Optionors all technical  data and other
documents and information  then in its possession  respecting the Claims and the
Mineral Rights.
<PAGE>
                                      -10-

22. Payment

All references to monies hereunder shall be in Canadian funds.

23. Option Only

This is an option  only and except as herein  specifically  provided  otherwise,
nothing herein contained shall be construed as obligating the Optionee to do any
acts or make any payments hereunder,  and any act or acts or payment or payments
as shall be made hereunder  shall not be construed as obligating the Optionee to
do any further act or make any further payment or payments.

24. Supersedes Previous Agreements

This Agreement  supersedes and replaces all previous oral or written agreements,
memoranda,  correspondence  or other  communications  between the parties hereto
relating to the subject matter hereof.
<PAGE>
                                      -11-



IN  WITNESS  WHEREOF  the  Parties  hereto  have duly  executed  this  Agreement
effective as of the ____ day of _______________, 2010.

WIDESCOPE RESOURCES INC.

Per:
    ---------------------------------------
    Authorized Signatory


- -------------------------------------------
JOHN BRADY


- -------------------------------------------
MARIE BRADY
<PAGE>
                                  SCHEDULE "A"

                 CLAIMS LIST FOR POST CREEK AND POST CREEK EAST

<TABLE>
<CAPTION>
Township/      Claim            Recording             Claim Due              Work            Total
Area           Number              Date                 Date               Required         Reserve
- ----           ------              ----                 ----               --------         -------
<S>            <C>            <C>                  <C>                     <C>             <C>
SCHEDULE A FOR POST CREEK: Held by BRADY, JOHN GREGORY (100.00%)

NORMAN         854182          Aug 19, 1985          Aug 19, 2015           400.00          9,788.00
NORMAN         854183          Aug 19, 1985          Aug 19, 2015           400.00                --
NORMAN         854184          Aug 19, 1985          Aug 19, 2015           400.00            470.00
NORMAN         854185          Aug 19, 1985          Aug 19, 2015           400.00                --
NORMAN         854186          Aug 19, 1985          Aug 19, 2015           400.00                --
PARKIN         854571          Nov 25, 1985          Nov 25, 2015           400.00                --
PARKIN         854572          Nov 25, 1985          Nov 25, 2015           400.00          2,594.00
NORMAN         854573          Nov 25, 1985          Nov 25, 2014           282.00         10,964.00
PARKIN         854574          Nov 25, 1985          Nov 25, 2015           400.00                --
NORMAN         864654          Nov 25, 1985          Nov 25, 2015           400.00                --
NORMAN         864655          Nov 25, 1985          Nov 25, 2015           400.00                --
NORMAN         864656          Nov 25, 1985          Nov 25, 2015           400.00                --
NORMAN         894711          May 08, 1986          May 08, 2015           400.00                --
NORMAN         894712          May 08, 1986          May 08, 2015           400.00                --
NORMAN         894713          May 08, 1986          May 08, 2015           400.00                --
NORMAN         894746          May 08, 1986          May 08, 2015           400.00                --
NORMAN         894747          May 08, 1986          May 08, 2015           400.00                --
NORMAN         894748          May 08, 1986          May 08, 2015           400.00         23,470.00
NORMAN        1094824          Apr 24, 1990          Apr 24, 2015           400.00                --
NORMAN        1094825          Apr 24, 1990          Apr 24, 2015           400.00                --
NORMAN        1094826          Apr 24, 1990          Apr 24, 2015           400.00        111,140.00
NORMAN        1094834          Apr 24, 1990          Apr 24, 2015           400.00                --
NORMAN        1094835          Apr 24, 1990          Apr 24, 2015           400.00                --
NORMAN        1198500          Jun 27, 1995          Jun 27, 2015           400.00                --

Total Post Creek: 24                                                     $9,482.00       $158,426.00


Township/      Claim            Recording             Claim Due              Work            Total
Area           Number              Date                 Date               Required         Reserve
- ----           ------              ----                 ----               --------         -------

SCHEDULE A FOR POST CREEK EAST: Held by BRADY, JOHN GREGORY (100.00%)

NORMAN        1117878          Jan 25, 1991          Jan 25, 2015           400.00                --
NORMAN        1117879          Jan 25, 1991          Jan 25, 2015           400.00                --
NORMAN        1117880          Jan 25, 1991          Jan 25, 2015           400.00                --
NORMAN        1117881          Jan 25, 1991          Jan 25, 2015           400.00                --
NORMAN        1117882          Jan 25, 1991          Jan 25, 2015           400.00                --
NORMAN        1222817          Mar 13, 1997          Mar 13, 2015         1,600.00                --
NORMAN        1222896          Mar 13, 1997          Mar 13, 2015           400.00                --
NORMAN        1222897          Mar 13, 1997          Mar 13, 2015           400.00                --

Total Post Creek East: 8                                                 $4,400.00       $        --
</TABLE>

<PAGE>
                                  SCHEDULE "B"

            TO THAT OPTION AGREEMENT BETWEEN JOHN AND MARIE BRADY AND
             WIDESCOPE RESOURCES INC. DATED ____________ ____, 2010
                            (THE "OPTION AGREEMENT")


                               NET SMELTER ROYALTY
                              TERMS AND CONDITIONS

1. The Net  Smelter  Royalty  shall be equal  to 2.5% Net  Smelter  Returns  (as
hereinafter  defined) (subject to adjustment in accordance with section 5 of the
Option Agreement) from any mine in production or put into production as a result
of commencing commercial production on The Claims.

2. "Net Smelter Returns" means:

     (a)  the actual proceeds  received by the Optionee from any mint,  smelter,
          refinery or other purchaser from the sale of ores,  minerals,  mineral
          substances,  metals (including bullion) or concentrates  (collectively
          "Product") produced from the Claims and sold or proceeds received from
          an insurer in respect of Product,  after  deducting from such proceeds
          the following charges to the extent that they were not deducted by the
          purchaser in computing payments:

          (i)  smelting and refining charges;

          (ii) penalties, smelter assay costs and umpire assay costs;

          (iii)cost of freight  and  handling  of ores,  metals or  concentrates
               from  the  Claims  to  any  mint,  smelter,  refinery,  or  other
               purchaser;

          (iv) marketing costs;

          (v)  costs of insurance in respect of Product;

          (vi) customs duties,  severance tax, royalties,  ad valorem or mineral
               taxes or the like and export and import taxes or tariffs  payable
               in respect of the Product; and

     (b)  if the  Optionee is not the  operator  but holds a net smelter  return
          royalty,  the  same  as the net  smelter  return  royalty  held by the
          Optionee.

3. The Net Smelter Royalty will be:

     (a)  calculated and paid on a quarterly  basis within 45 days after the end
          of each quarter of the fiscal year for the mine (an "Operating Year"),
          based on the Net Smelter Returns for such quarter;
<PAGE>
                                      -2-


     (b)  each  payment  of  Net  Smelter  Royalty  will  be  accompanied  by an
          unaudited   statement   indicating  the  calculation  of  the  Royalty
          hereunder in  reasonable  detail and the Holder will  receive,  within
          three  months of the end of each  Operating  Year,  an annual  summary
          unaudited  statement  (an "Annual  Statement")  showing in  reasonable
          detail the calculation of the Royalty for the last completed Operating
          Year and showing all credits and deductions  added to or deducted from
          the amount due to the Holder;

     (c)  the holder (the "Holder") of the Net Smelter Royalty will have 45 days
          from the time of receipt  of the  Annual  Statement  to  question  the
          accuracy  thereof in writing and,  failing such objection,  the Annual
          Statement will be deemed to be correct and unimpeachable thereafter;

     (d)  if the Annual  Statement  is  questioned  by the  Holder,  and if such
          questions cannot be resolved between the Optionee and the Holder,  the
          Holder  will have 12 months  from the time of  receipt  of the  Annual
          Statement to have such audited, which will initially be at the expense
          of the Holder;

     (e)  the audited Annual  Statement will be final and  determinative  of the
          calculation  of the Royalty for the audited period and will be binding
          on the parties and any  overpayment of Royalty will be deducted by the
          Optionee  from the next  payment of Royalty  and any  underpayment  of
          Royalty will be paid forthwith by the Optionee;

     (f)  the  costs of the  audit  will be borne by the  Holder  if the  Annual
          Statement was accurate  within 1% or overstated the Royalty payable by
          greater  than 1% and will be borne by the  Optionee if such  statement
          understated the Royalty payable by greater than 1%. If the Optionee is
          obligated to pay for the audit it will forthwith  reimburse the Holder
          for any of the audit costs which it had paid;

     (g)  the Holder  will be  entitled to  examine,  on  reasonable  notice and
          during normal business hours, such books and records as are reasonably
          necessary  to verify  the  payment  of the  Royalty to it from time to
          time,  provided however that such  examination  shall not unreasonably
          interfere with or hinder the Optionee's operations or procedures; and

     (h)  if the  Optionee's  interest  in the  Claims is a Net  Smelter  Return
          royalty,  the Optionee's  accounting and reporting  obligations to the
          Holder under this  paragraph 3 will be limited to the delivery of such
          documentation as the Optionee receives from the operator of the Claims
          in respect of the payment by such  operator of Net Smelter  Returns to
          the Optionee.

4.  Notwithstanding  the provisions of section 3 hereof,  the Optionee shall pay
advances  on  account  of the Net  Smelter  Royalty  in the amount of $5,000 per
annum, payable semi-annually on August 1 and February 1 of each year, commencing
as of August 1, 2013,  which amounts when paid shall serve to reduce any amounts
otherwise payable under section 3 hereof.

5. The  determination  of the Royalty  hereunder  is based on the  premise  that
production  will be developed  solely from the Claims.  If the Claims and one or
more other  properties are  incorporated  in a single mining project and metals,
ores  or  concentrates  pertaining  to  each  are not  readily  segregated  on a
practical or equitable  basis,  the allocation of actual  proceeds  received and
<PAGE>
                                      -3-


deductions  therefrom will be negotiated between the parties and, if the parties
fail to agree on such allocation,  such will be referred to arbitration pursuant
to paragraph 5 of this Agreement.  In such  arbitration the arbitrator will make
reference to this Agreement and to practices used in mining  operations that are
of a similar nature.  The arbitrator will be entitled to retain such independent
mining  consultants  as he considers  necessary.  The decision of the arbitrator
will be final and binding on the parties.

6. Any matters in this Agreement which are to be settled by arbitration  will be
subject to the following:

     (a)  any  matter  required  or  permitted  to be  referred  to  arbitration
          pursuant to this Agreement  will be determined by a single  arbitrator
          to be appointed by the parties hereto;

     (b)  any party may refer any such matter to  arbitration  by written notice
          to the other and,  within 10 days after  receipt of such  notice,  the
          parties will agree on the appointment of an arbitrator. No person will
          be appointed as an arbitrator  hereunder  unless such person agrees in
          writing to act;

     (c)  if the  parties  cannot  agree on a single  arbitrator  as provided in
          subparagraph  (b),  either party may submit the matter to  arbitration
          (before a single arbitrator) in accordance with the ARBITRATION ACT of
          the Province of British Columbia (the "Act"); and

     (d)  except as  specifically  provided in this  paragraph,  an  arbitration
          hereunder will be conducted in accordance with the Act. The arbitrator
          will  fix a time and  place in  Vancouver,  British  Columbia  for the
          purpose of hearing the evidence and representations of the parties and
          he will preside over the  arbitration  and  determine all questions of
          procedure  not  provided for under such Act or this  paragraph.  After
          hearing any evidence and representations  that the parties may submit,
          the  arbitrator  will make an award and reduce the same to writing and
          deliver one copy thereof to each of the  parties.  The decision of the
          arbitrator will be made within 45 days after his appointment,  subject
          to any reasonable delay due to unforeseen  circumstances.  The expense
          of the arbitration will be paid as specified in the award. The parties
          agree  that  the  award of the  single  arbitrator  will be final  and
          binding upon each of them and will not be subject to appeal.

7. The holding of the Royalty will not confer upon the holder  thereof any legal
or beneficial  interest in the Claims.  The right to receive a percentage of Net
Smelter Returns as and when due is and will be deemed to be a contractual  right
only.  The right to receive a percentage of Net Smelter  Returns as and when due
will  not be  deemed  to  constitute  the  Holder  the  partner,  agent or legal
representative of the Optionee.

8. The Optionee may, if it is the operator of the Claims,  but will not be under
any duty to, engage in price  protection  (hedging) or speculative  transactions
such as futures contracts and commodity options in its sole discretion  covering
all or part of production from the Claims and, except in the case where Products
are  actually  delivered  and a sale  is  actually  consumed  under  such  price
protection or speculative transactions,  none of the revenues, costs, profits or
losses  from such  transaction  will be taken into  account in  calculating  Net
Smelter Returns or any interest therein;  provided however, that if the Optionee
delivers  Product  under a price  protection  or  speculative  program where the
<PAGE>
                                      -4-


proceeds derived therefrom are less than those that would have been received had
the  Product  been sold at the spot  price in  effect  at the time of sale,  the
Royalty payable to the Holder will be based on such spot price.

9. The Optionee  shall have a Right of First Refusal on the proposed sale by the
Holder of all or part of the Royalty as follows:

     (a)  if the Holder (in this paragraph called the "Offeror") intends to sell
          all or part of the Royalty (in this paragraph the  "Interest") it will
          first give notice in writing to the Optionee (in this paragraph called
          the  "Offeree")  of  such  intention   together  with  the  terms  and
          conditions on which the Offeror intends to sell the Interest;

     (b)  any  communication  of an intention to sell pursuant to this paragraph
          will be in writing  delivered in accordance  with  paragraph 13 hereof
          and will set out fully and clearly all of the terms and  conditions of
          any intended sale and such  communication will be deemed to constitute
          an offer  (the  "Offer")  by the  Offeror  to the  Offeree to sell the
          Interest  to the Offeree on the terms and  conditions  set out in such
          Offer;

     (c)  any Offer  made as  contemplated  in this  paragraph  will be open for
          acceptance  by the  Offeree  for a period  of 60 days from the date of
          receipt of the Offer by the Offeree;

     (d)  if  the  Offeree  accepts  the  Offer  within  the  time  provided  in
          subparagraph  (c), such acceptance will constitute a binding agreement
          of  purchase  and sale  between  the  Offeror  and the Offeree for the
          Interest on the terms and conditions set out in the Offer; and

     (e)  if the Offeree does not accept the Offer  within the time  prescribed,
          the Offeror  may  complete  the sale of the  Interest on the terms and
          conditions   set  out  in  the  Offer  or  on  terms  and   conditions
          substantially  similar to, but no more favourable  than, the terms and
          conditions set out in the Offer, within 90 days from the expiration of
          the right of the  Offeree  to accept  such Offer or the  Offeror  must
          again comply with the provisions of this paragraph.

10. The  operator  of the  Claims,  whether or not it is the  Optionee,  will be
entitled to:

     (a)  make all operational  decisions with respect to the methods and extent
          of mining and processing of ore, concentrate, dore, metal and products
          produced from the Claims;

     (b)  make all decisions relating to sales of such concentrate,  dore, metal
          and products produced; and

     (c)  make all  decisions  concerning  temporary or  long-term  cessation of
          operations.

11. All  capitalized  terms not otherwise  defined herein shall have the meaning
given to them in the Option  Agreement to which these Terms and Conditions  form
Schedule "B".
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex10-2.txt
<DESCRIPTION>PROPERTY OPTION AGREEMENT
<TEXT>
                                                                    Exhibit 10.2

                            PROPERTY OPTION AGREEMENT

THIS  made and entered into as of the ___ day of __________, 2010.

BETWEEN:

          DAVID  BEILHARTZ,  49  Airport  Road,  Whitefish,   Ontario,  P0M  3E0
          ("Beilhartz");

          (Beilhartz herein "Optionor")

                                                               OF THE FIRST PART

AND:

          WIDESCOPE  RESOURCES INC., a company having an office at Suite 208-828
          Harbourside Drive, North Vancouver, British Columbia, V7P 3R9

          (herein "Optionee")

                                                              OF THE SECOND PART

WHEREAS  the  Optionor  have  represented  that  collectively  they are the sole
beneficial  owners in and to those mineral  claims in Ontario (the  "Claims") as
more  particularly  described in Schedule "A" attached  hereto and  collectively
referred to as the Bell Lake Property;

AND WHEREAS the  Optionor,  subject to the Net Smelter  Royalty  reserved to the
Optionor and the obligations under section 10(g) hereof,  now wishes to grant to
the Optionee the exclusive  right and option to acquire an undivided 100% right,
title and interest in and to the Claims on the terms and conditions  hereinafter
set forth;

NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in  consideration of the premises,
the  mutual  covenants  herein  set forth and the sum of One  Dollar  ($1.00) of
lawful  money of Canada now paid by the  Optionee to the  Optionor  (the receipt
whereof is hereby acknowledged),  the Parties hereto do hereby mutually covenant
and agree as follows:

1. Definitions

The following words, phrases and expressions shall have the following meanings:

     (a)  "After  Acquired  Properties"  means  any  and all  mineral  interests
          staked,  located,  granted or  acquired  by or on behalf of  Widescope
          hereto  during the currency of this  Agreement  which are located,  in
          whole or in part,  within  five  kilometres  of the  perimeter  of the
          Claims.  Both parties  acknowledge  that the optionor has entered into
<PAGE>
                                      -2-


          discussions  to purchase the  northwest 1/4 of the north 1/2 of lot 12
          conc. 4 lorne twp, to which the optionor herby grants a one year right
          of first refusal to the optionee,  under  previously  agreed terms, if
          the optionor finalized the purchase of this parcel.

     (b)  "Expenditures"  includes  all  direct  or  indirect  expenses  [net of
          government  incentives and net of payments to the Optionor pursuant to
          Section 4 hereof] of or incidental to Mining Operations  provided that
          such  expenses  must relate to work on the Claims as is  acceptable to
          the MNDM for the purposes of keeping the Claims in good standing.  The
          certificate  of the  Controller  or  other  financial  officer  of the
          Optionee,  together  with a statement of  Expenditures  in  reasonable
          detail shall be prima facie evidence of such Expenditures;

     (c)  "Facilities" means all mines and plants, including without limitation,
          all pits,  shafts,  adits,  haulageways,  raises and other underground
          workings, and all buildings, plants, facilities, and other structures,
          fixtures, and improvements,  and all other property,  whether fixed or
          moveable,  as the same may exist at any time in, or on the  Claims and
          relating to the operator of the Claims as a mine or outside the Claims
          if for the exclusive benefit of the Claims only;

     (d)  "Force  Majeure" means an event beyond the  reasonable  control of the
          Optionee that  prevents or delays it from  conducting  the  activities
          contemplated  by this  Agreement  other  than the  making of  payments
          referred to in Section 0 herein.  Such events shall include but not be
          limited  to acts of God,  war,  insurrection,  action or  inaction  of
          governmental   agencies,   inability  to  obtain  any   environmental,
          operating or other  permits or approvals,  authorizations  or consents
          and inclement weather conditions;

     (e)  "Mineral  Products"  means the  commercial  end products  derived from
          operating the Claims as a mine;

     (f)  "Mineral  Rights"  means the right to all minerals on, in or under the
          Claims, excluding quarry right for aggregates ;

     (g)  "Mining Operations" includes:

          (i)  every  kind of work done on or with  respect to the Claims or the
               mineral products  derived  therefrom by or under the direction of
               the Optionee; and

          (ii) without  limiting the generality of the  foregoing,  includes the
               work  of  assessment,  geophysical,  geochemical  and  geological
               surveys, studies and mapping, investigating, drilling, designing,
               examining  equipping,   improving,   surveying,   shaft  sinking,
               raising,  cross-cutting  and drifting,  searching  for,  digging,
               trucking,  sampling,  working and  procuring  minerals,  ores and
               metals,  in surveying and bringing any mineral claims to lease or
               patent,  in  doing  all  other  work  usually  considered  to  be
               prospecting,   exploration,  development,  a  feasibility  study,
<PAGE>
                                      -3-


               mining work,  milling,  concentration,  bonification  or ores and
               concentrates, as well as the separation and extraction of Mineral
               Products;

     (h)  "MNDM" means the Ontario Ministry of Northern Development and Mines;

     (i)  "Net  Smelter  Royalty"  means that net smelter  royalty as defined in
          Section 0 hereof;

     (j)  "Option"  means the option  granted by the Optionor to the Optionee to
          acquire,  subject to the Net Smelter Royalty  reserved to the Optionor
          and the  obligations  under section 10(g)  hereof,  an undivided  100%
          right, title and interest in and to the Claims;

     (k)  "Option  Period"  means the period from the date hereof to the date at
          which the Optionee has performed its  obligations  to acquire its 100%
          interest  in the Claims as set out in Section 0 hereof  subject to the
          Net Smelter Royalty reserved to the Optionor and the obligations under
          section 10(g) hereof; and

     (l)  "Claims" means the mineral  claims  described in Schedule "A" together
          with  such  further  claims  contiguous  to the  claims  described  in
          Schedule "A" as the parties  hereto have mutually  agreed to be staked
          so as to become subject to the Option.

2. Headings

Any heading,  caption or index hereto shall not be used in any way in construing
or interpreting any provision hereof.

3. Singular, Plural

Whenever the singular or masculine or neuter is used in this Agreement, the same
shall be construed as meaning plural or feminine or body politic or corporate or
vice versa, as the context so requires.

4. Option

The Optionor  hereby  grants to the Optionee  the sole and  exclusive  right and
option (the "Option") to earn a 100% interest in the Claims,  subject to the Net
Smelter Royalty reserved to the Optionor and the obligations under section 10(g)
hereof, exercisable as follows (it being acknowledged that all cash payments and
share issuances provided for herein are to be made to David Beilhartz):

     (a)  the Optionee  paying the sum of $25,000 to the Optionor by way of cash
          and issuing  300,000  common  shares of the  Optionee to the  Optionor
          forthwith upon execution of this Agreement (the "Execution Date");

     (b)  on or before that date which is 12 months following the Execution Date
          the,  paying a further  $25,000  to the  Optionor  and  issuing to the
          Optionor a further 300,000 common shares of the Optionee;
<PAGE>
                                      -4-


     (c)  on or before that date which is 24 months following the Execution Date
          the  paying a further  $40,000  to the  Optionor  and  issuing  to the
          Optionor a further 400,000 common shares of the Optionee;

     (d)  on or before that date which is 36 months following the Execution Date
          the paying a further $40,000 to the Optionor;

     (e)  on or before that date which is 48 months following the Execution Date
          the paying a further $80,000 to the Optionor; and

upon the Optionee having satisfied the obligations set forth above, the Optionee
shall be deemed to have exercised the Option (the "Exercise  Date") and shall be
entitled to an  undivided  100% right,  title and  interest in and to the Claims
with the full right and authority to equip the Claims for production and operate
the Claims as a mine  subject to the rights of the  Optionor  to the Net Smelter
Royalty  and subject to the  obligations  under  section  10(g)  hereof.  Always
provided that if any of the  obligations set forth above are not satisfied on or
before the date  stipulated,  the Optionee shall without losing any rights under
this Agreement have a further thirty (30) days to satisfy any such obligation.

5. Net Smelter Royalty

The  transfer of the Mineral  Rights by the  Optionor is subject to the Optionor
retaining a 2.5% Net Smelter  Royalty  with respect to the  production  from the
Claims having the following attributes:

     (a)  the terms and  conditions  of the Net Smelter  Royalty shall be as set
          forth in schedule B hereto;

     (b)  the Optionee  shall have the right to repurchase  sixty percent of the
          Net Smelter  Royalty  (1.5%) for  $1,500,000  at any time prior to the
          first anniversary date of the commencement of commercial production on
          the Claims; and

     (c)  the  Optionee  shall be  obligated  to pay advances on the Net Smelter
          Royalty  of $5,000  per  annum,  payable  as to $2,500 on August 1 and
          February 1 of each year commencing  August 1, 2013 which amounts,  for
          greater  certainty shall serve to reduce any amounts otherwise payable
          on account of the Net Smelter Royalty.

6. Transfer of Title

Upon exercise of this option, the Optionor will deliver or cause to be delivered
to the  Optionee,  a duly  executed  transfer  of the  Claims  in  favour of the
Optionee . The Optionee  shall be entitled to record the Optionee  Transfer with
the  appropriate  government  offices to effect  transfer  of legal title of the
Claims into its own name at any time  following  the Exercise Date provided that
in the event the Optionee Transfer is recorded the Optionor shall be entitled to
record  notice  of their  interest  in the Net  Smelter  Royalty.  All costs for
associated with the transfer by both parties will be borne by the optionee.
<PAGE>
                                      -5-


7. Assignment

During the Option Term, no party shall sell, transfer,  assign, mortgage, pledge
or otherwise encumber its interest in this Agreement or its right or interest in
the Claims  without the  consent of the other  parties,  such  consent to be not
unreasonably withheld, provided that any party shall be permitted to assign this
Agreement to an  "affiliate"  or  "associate"  as those terms are defined in THE
BUSINESS  CORPORATIONS  ACT  (British  Columbia).  It will be a condition of any
assignment  under this Agreement that such assignee shall agree in writing to be
bound by the terms of this Agreement applicable to the assignor.

The Optionee  shall have the right at any time during the term of this Agreement
to relinquish  its rights to earn an interest in one or more of the Claims or to
reduce the size of one or more of the  Claims,  in  accordance  with the laws of
Ontario,  by  providing  written  notice to the  Optionor.  Pursuant to any such
relinquishment  the Claims  relinquished  shall be returned to the Optionor with
sufficient work applied to them such that they are in good standing for a period
of  twelve  (12)  months  from the date of  relinquishment.  Following  any such
relinquishment  or reduction in size,  the Optionee  will have no  obligation to
incur any further exploration and development expenditures on the portion of the
Property relinquished or, in the case of a claims that has been reduced in size,
on the portion of such claim that has been dropped.

8. Termination

This Agreement shall forthwith terminate in circumstances where:

     (a)  the  Optionee  fails to make the  payments  in  Sections 0  (including
          advanced royality  payment),  of this Agreement on or before the dates
          set out herein .

     (b)  the  Optionee  gives 3 months  notice of  termination  to the Optionor
          which it shall be at liberty to do at any time after the  execution of
          this  Agreement  and the  payment  of the amount set forth in clause 0
          hereof;

     (c)  this  Agreement is  terminated in  accordance  with the  provisions of
          section 19 herein; or

     (d)  the parties mutually agree in writing; and

in circumstances where this Agreement  terminates prior to the Exercise Date the
Optionee shall execute all such documents and do all such things as necessary to
transfer legal title to the Claims back to the Optionor.

9. Representations, Warranties and Covenants of the Optionor

The  Optionor  represent,  warrant  and  covenant  to and with the  Optionee  as
follows:

     (a)  neither the execution and delivery of this  Agreement,  nor any of the
          agreements  referred  to  herein  or  contemplated   hereby,  nor  the
          consummation of the transactions  hereby  contemplated  conflict with,
<PAGE>
                                      -6-


          result in the breach of or accelerate the performance required by, any
          agreement to which they are a party;

     (b)  the Claims are  accurately  described  in  Schedule  "A",  are in good
          standing under the laws of the jurisdiction in which it is located and
          are free and clear of all liens,  charges and encumbrances  other than
          those of which the Optionee has been advised in writing;

     (c)  the Claims have been operated  substantially  in  accordance  with all
          applicable  and  environmental  laws  and,  to  the  knowledge  of the
          Optionor there are no environmental  conditions existing on the Claims
          to which any  material  remedial  action is required  or any  material
          liability has or may be imposed under applicable environmental law;

     (d)  the Optionor is the sole beneficial  owners of the Claims and have the
          exclusive  right  to  enter  into  this  Agreement  and all  necessary
          authority to transfer their interest in the Claims in accordance  with
          the terms of this Agreement;

     (e)  no person,  firm or  corporation  has any  proprietary  or  possessory
          interest in the Claims other than the Optionor, and no person, firm or
          corporation  is entitled to any royalty or other payment in the nature
          of rent or royalty on any minerals,  ores,  metals or  concentrates or
          any other such products removed from the Claims;

     (f)  upon request by the  Optionee,  and at the sole cost of the  Optionee,
          the  Optionor  shall  deliver or cause to be delivered to the Optionee
          copies of all  available  maps and other  documents  and data in their
          possession respecting the Claims; and

     (g)  during the currency of this Agreement, the Optionor will:

          (i)  not do any act or thing which would or might in any way adversely
               affect the rights of the Optionee hereunder;

          (ii) not  relinquish  or abandon all or any part of their  interest in
               the Claims;

          (iii)not  mortgage,  pledge or encumber the Claims after the Effective
               Date without the Optionee's prior written consent; and

          (iv) give the Optionee  such access to the  Property,  at all times at
               its own risk and expense, as the Optionee shall determine, acting
               reasonably,  is  necessary to enable it to carry out the terms of
               this Agreement.

10. Representations, Warranties and Covenants of the Optionee

The Optionee represents, warrants and covenants to and with the Optionor that:

     (a)  the Optionee is a company duly organized  validly existing and in good
          standing under the laws of the Province of British Columbia;
<PAGE>
                                      -7-

     (b)  the Optionee has full power and authority to carry on its business and
          to enter into this Agreement and any agreement or instrument  referred
          to or contemplated by this Agreement;

     (c)  neither the execution and delivery of this  Agreement,  nor any of the
          agreements  referred  to  herein  or  contemplated   hereby,  nor  the
          consummation of the transactions  hereby  contemplated  conflict with,
          result in the breach of or accelerate the performance required by, any
          agreement to which it is a party;

     (d)  the  execution  and  delivery  of this  Agreement  and the  agreements
          contemplated  hereby  will not  violate or result in the breach of the
          laws of any  jurisdiction  applicable or pertaining  thereto or of its
          constating documents;

     (e)  this Agreement  constitutes a legal,  valid and binding  obligation of
          the Optionee;

     (f)  the Optionee shall use its reasonable best efforts to limit the resale
          restrictions  to which the common  shares of the Optionee  issuable to
          the  Optionor  pursuant  to  Section 0 hereof  would be subject to the
          minimum restrictions provided for under applicable securities laws;

     (g)  both during and after the Option  Period,  the Optionee  will keep the
          Claims in good  standing,  free and clear of all  liens,  charges  and
          encumbrances and in connection therewith shall make all such payments,
          including,  but not  limited  to  taxes  and  filing  fees as shall be
          necessary  and  including  meeting  all of  the  MNDM  minimum  yearly
          assessment work  requirements  and qualified  expenditures  thereof in
          order to keep the Claims in good standing,  failing which the Optionee
          shall take all such steps as shall be necessary to reconvey the Claims
          to the Optionor; and

     (h)  the Optionee  will carry out all Mining  Operations on the Claims in a
          miner-like  fashion and will obtain all  licenses and permits as shall
          be necessary to enable it to carry out the terms of this Agreement.

11. Indemnity and Survival of Representations

The representations and warranties  hereinbefore set out are conditions on which
the parties have relied in entering  into this  Agreement  and shall survive the
acquisition  of any  interest  in the  Claims  by the  Optionee  and each of the
parties will indemnify and save the other harmless from all loss, damage, costs,
actions  and  suits  arising  out of or in  connection  with any  breach  of any
representation,  warranty,  covenant,  agreement or  condition  made by them and
contained in this Agreement.

The  Optionee  agrees to  indemnify  and save  harmless  the  Optionor  from any
liability to which it may be subject arising from any Mining Operations  carried
out by the Optionee or at is direction on the Claims.
<PAGE>
                                      -8-


12. Confidentiality

The parties  hereto  agree to hold in  confidence  all  information  obtained in
confidence  in  respect  of the  Claims or  otherwise  in  connection  with this
Agreement  other  than  in  circumstances  where a party  has an  obligation  to
disclose such information in accordance with applicable securities  legislation,
in which case such  disclosure  shall only be made after  consultation  with the
other party.

13. Notice

All  notices,  consents,  demands  and  requests  (in this  Section 0 called the
"Communication") required or permitted to be given under this Agreement shall be
in  writing  and may be  delivered  personally  sent by  telegram,  by  telex or
telecopier or other  electronic means or may be forwarded by first class prepaid
registered  mail to the  parties at their  addresses  first above  written.  Any
Communication  delivered personally or sent by telegram,  telex or telecopier or
other  electronic  means shall be deemed to have been given and  received on the
second business day next following the date of sending. Any Communication mailed
as  aforesaid  shall be  deemed to have been  given  and  received  on the fifth
business day following the date it is posted,  addressed to the parties at their
addresses  first above  written or to such other  address or addresses as either
party may from time to time specify by notice to the other;  provided,  however,
that if there shall be a mail  strike,  slowdown or other labour  dispute  which
might affect delivery of the Communication by mail, then the Communication shall
be effective only if actually delivered.

14. Further Assurances

Each of the parties to this  Agreement  shall from time to time and at all times
do all such further acts and execute and deliver all further deeds and documents
as shall be  reasonably  required  in order  fully to perform  and carry out the
terms of this Agreement.

15. Entire Agreement

The  parties  hereto  acknowledge  that they have  expressed  herein  the entire
understanding  and obligation of this  Agreement and it is expressly  understood
and agreed that no implied covenant,  condition,  term or reservation,  shall be
read into this  Agreement  relating  to or  concerning  any matter or  operation
provided for herein.

16. Proper Law and Arbitration

This Agreement will be governed by and construed in accordance  with the laws of
the Province of British Columbia and the laws of Canada applicable therein.  The
parties hereto hereby  irrevocably  attorn to the  jurisdiction of the Courts of
British  Columbia.  All  disputes  arising  out of or in  connection  with  this
Agreement,  or in respect of any defined legal relationship associated therewith
or derived  therefrom,  shall be  referred  to and  finally  resolved  by a sole
arbitrator  by  arbitration  under the rules of THE  ARBITRATION  ACT of British
Columbia.
<PAGE>
                                      -9-

17. Enurement

This  Agreement  will enure to the  benefit of and be binding  upon the  parties
hereto and their respective successors and permitted assigns.

18. After Acquired Properties

The  parties  covenant  and agree,  each with the other,  that any and all After
Acquired  Properties  shall be  subject  to the  terms  and  conditions  of this
Agreement and shall,  subject to the provisions  hereof, be added to and deemed,
for the purposes hereof,  to be included in the Claims. In this regard any costs
incurred by the Optionee in staking, locating,  recording or otherwise acquiring
any "After Acquired Properties" will be borne by the Optionee.  In circumstances
where the  Optionor  stake,  locate,  record or  otherwise  acquire  any  "After
Acquired  Properties"  they shall so notify the Optionee and,  provided that the
Optionee  reimburses the Optionor for all actual costs related  thereto,  as set
forth by the Optionor in writing,  such After Acquired Properties shall be added
to and deemed, for the purposes hereof, to be included in the Claims.

19. Default

Notwithstanding  anything  in this  Agreement  to the  contrary  if any party (a
"Defaulting  Party") is in default of any requirement herein set forth the party
affected by such  default  shall give  written  notice to the  Defaulting  Party
specifying the default and the Defaulting  Party shall not lose any rights under
this Agreement, unless thirty (30) days after the giving of notice of default by
the affected  party the  Defaulting  Party has failed to cure the default by the
appropriate  performance and if the Defaulting Party fails within such period to
cure any such default,  the affected  party shall be entitled to seek any remedy
it may have on account of such default including, without limiting,  termination
of this Agreement.

20. Technical Data

In circumstances  where this Agreement is terminated prior to the Exercise Date,
the Optionee  shall  deliver over to the Optionor all  technical  data and other
documents and information  then in its possession  respecting the Claims and the
Mineral Rights.

21. Payment

All references to monies hereunder shall be in Canadian funds.

22. Option Only

This is an option  only and except as herein  specifically  provided  otherwise,
nothing herein contained shall be construed as obligating the Optionee to do any
acts or make any payments hereunder,  and any act or acts or payment or payments
as shall be made hereunder  shall not be construed as obligating the Optionee to
do any further act or make any further payment or payments.
<PAGE>
                                      -10-


23. Supersedes Previous Agreements

This Agreement  supersedes and replaces all previous oral or written agreements,
memoranda,  correspondence  or other  communications  between the parties hereto
relating to the subject matter hereof.
<PAGE>
                                      -11-


IN  WITNESS  WHEREOF  the  Parties  hereto  have duly  executed  this  Agreement
effective as of the ____ day of _______________, 2010.

WIDESCOPE RESOURCES INC.


Per:
    ---------------------------------------
    Authorized Signatory


- -------------------------------------------
DAVID BEILHARTZ
<PAGE>
                                  SCHEDULE "A"

                       CLAIMS LIST FOR BELL LAKE PROPERTY

Mining rights only Lot 11 con 5 Lorne Twp.

Pin  73395-0010  PCL 2217 SEC SWS MRO;  LT 11 CON 5 LORNE  EXCEPT THE ROW OF THE
ALGOMA BRANCH OF THE CANADIAN PACIFIC RAILWAY; GREATER SUDBURY

Not including quarry right for aggregate.

Not including surface rights

<PAGE>
                                  SCHEDULE "B"

              TO THAT OPTION AGREEMENT BETWEEN DAVID BEILHARTZ AND
             WIDESCOPE RESOURCES INC. DATED ____________ ____, 2010
                            (THE "OPTION AGREEMENT")


                               NET SMELTER ROYALTY
                              TERMS AND CONDITIONS

1. The Net  Smelter  Royalty  shall be equal  to 2.5% Net  Smelter  Returns  (as
hereinafter  defined) (subject to adjustment in accordance with section 5 of the
Option Agreement) from any mine in production or put into production as a result
of commencing commercial production on The Claims.

2. "Net Smelter Returns" means:

     (a)  the actual proceeds  received by the Optionee from any mint,  smelter,
          refinery or other purchaser from the sale of ores,  minerals,  mineral
          substances,  metals (including bullion) or concentrates  (collectively
          "Product") produced from the Claims and sold or proceeds received from
          an insurer in respect of Product,  after  deducting from such proceeds
          the following charges to the extent that they were not deducted by the
          purchaser in computing payments:

          (i)  smelting and refining charges;

          (ii) penalties, smelter assay costs and umpire assay costs;

          (iii)cost of freight  and  handling  of ores,  metals or  concentrates
               from  the  Claims  to  any  mint,  smelter,  refinery,  or  other
               purchaser;

          (iv) marketing costs;

          (v)  costs of insurance in respect of Product;

          (vi) customs duties,  severance tax, royalties,  ad valorem or mineral
               taxes or the like and export and import taxes or tariffs  payable
               in respect of the Product; and

     (b)  if the  Optionee is not the  operator  but holds a net smelter  return
          royalty,  the  same  as the net  smelter  return  royalty  held by the
          Optionee.

3. The Net Smelter Royalty will be:

     (a)  calculated and paid on a quarterly  basis within 45 days after the end
          of each quarter of the fiscal year for the mine (an "Operating Year"),
          based on the Net Smelter Returns for such quarter;
<PAGE>
                                      -2-


     (b)  each  payment  of  Net  Smelter  Royalty  will  be  accompanied  by an
          unaudited   statement   indicating  the  calculation  of  the  Royalty
          hereunder in  reasonable  detail and the Holder will  receive,  within
          three  months of the end of each  Operating  Year,  an annual  summary
          unaudited  statement  (an "Annual  Statement")  showing in  reasonable
          detail the calculation of the Royalty for the last completed Operating
          Year and showing all credits and deductions  added to or deducted from
          the amount due to the Holder;

     (c)  the holder (the "Holder") of the Net Smelter Royalty will have 45 days
          from the time of receipt  of the  Annual  Statement  to  question  the
          accuracy  thereof in writing and,  failing such objection,  the Annual
          Statement will be deemed to be correct and unimpeachable thereafter;

     (d)  if the Annual  Statement  is  questioned  by the  Holder,  and if such
          questions cannot be resolved between the Optionee and the Holder,  the
          Holder  will have 12 months  from the time of  receipt  of the  Annual
          Statement to have such audited, which will initially be at the expense
          of the Holder;

     (e)  the audited Annual  Statement will be final and  determinative  of the
          calculation  of the Royalty for the audited period and will be binding
          on the parties and any  overpayment of Royalty will be deducted by the
          Optionee  from the next  payment of Royalty  and any  underpayment  of
          Royalty will be paid forthwith by the Optionee;

     (f)  the  costs of the  audit  will be borne by the  Holder  if the  Annual
          Statement was accurate  within 1% or overstated the Royalty payable by
          greater  than 1% and will be borne by the  Optionee if such  statement
          understated the Royalty payable by greater than 1%. If the Optionee is
          obligated to pay for the audit it will forthwith  reimburse the Holder
          for any of the audit costs which it had paid;

     (g)  the Holder  will be  entitled to  examine,  on  reasonable  notice and
          during normal business hours, such books and records as are reasonably
          necessary  to verify  the  payment  of the  Royalty to it from time to
          time,  provided however that such  examination  shall not unreasonably
          interfere with or hinder the Optionee's operations or procedures; and

     (h)  if the  Optionee's  interest  in the  Claims is a Net  Smelter  Return
          royalty,  the Optionee's  accounting and reporting  obligations to the
          Holder under this  paragraph 3 will be limited to the delivery of such
          documentation as the Optionee receives from the operator of the Claims
          in respect of the payment by such  operator of Net Smelter  Returns to
          the Optionee.

4.  Notwithstanding  the provisions of section 3 hereof,  the Optionee shall pay
advances  on  account  of the Net  Smelter  Royalty  in the amount of $5,000 per
annum, payable semi-annually on August 1 and February 1 of each year, commencing
as of August 1, 2013,  which amounts when paid shall serve to reduce any amounts
otherwise payable under section 3 hereof.

5. The  determination  of the Royalty  hereunder  is based on the  premise  that
production  will be developed  solely from the Claims.  If the Claims and one or
more other  properties are  incorporated  in a single mining project and metals,
ores  or  concentrates  pertaining  to  each  are not  readily  segregated  on a
practical or equitable  basis,  the allocation of actual  proceeds  received and
<PAGE>
                                      -3-


deductions  therefrom will be negotiated between the parties and, if the parties
fail to agree on such allocation,  such will be referred to arbitration pursuant
to paragraph 5 of this Agreement.  In such  arbitration the arbitrator will make
reference to this Agreement and to practices used in mining  operations that are
of a similar nature.  The arbitrator will be entitled to retain such independent
mining  consultants  as he considers  necessary.  The decision of the arbitrator
will be final and binding on the parties.

6. Any matters in this Agreement which are to be settled by arbitration  will be
subject to the following:

     (a)  any  matter  required  or  permitted  to be  referred  to  arbitration
          pursuant to this Agreement  will be determined by a single  arbitrator
          to be appointed by the parties hereto;

     (b)  any party may refer any such matter to  arbitration  by written notice
          to the other and,  within 10 days after  receipt of such  notice,  the
          parties will agree on the appointment of an arbitrator. No person will
          be appointed as an arbitrator  hereunder  unless such person agrees in
          writing to act;

     (c)  if the  parties  cannot  agree on a single  arbitrator  as provided in
          subparagraph  (b),  either party may submit the matter to  arbitration
          (before a single arbitrator) in accordance with the ARBITRATION ACT of
          the Province of British Columbia (the "Act"); and

     (d)  except as  specifically  provided in this  paragraph,  an  arbitration
          hereunder will be conducted in accordance with the Act. The arbitrator
          will  fix a time and  place in  Vancouver,  British  Columbia  for the
          purpose of hearing the evidence and representations of the parties and
          he will preside over the  arbitration  and  determine all questions of
          procedure  not  provided for under such Act or this  paragraph.  After
          hearing any evidence and representations  that the parties may submit,
          the  arbitrator  will make an award and reduce the same to writing and
          deliver one copy thereof to each of the  parties.  The decision of the
          arbitrator will be made within 45 days after his appointment,  subject
          to any reasonable delay due to unforeseen  circumstances.  The expense
          of the arbitration will be paid as specified in the award. The parties
          agree  that  the  award of the  single  arbitrator  will be final  and
          binding upon each of them and will not be subject to appeal.

7. The holding of the Royalty will not confer upon the holder  thereof any legal
or beneficial  interest in the Claims.  The right to receive a percentage of Net
Smelter Returns as and when due is and will be deemed to be a contractual  right
only.  The right to receive a percentage of Net Smelter  Returns as and when due
will  not be  deemed  to  constitute  the  Holder  the  partner,  agent or legal
representative of the Optionee.

8. The Optionee may, if it is the operator of the Claims,  but will not be under
any duty to, engage in price  protection  (hedging) or speculative  transactions
such as futures contracts and commodity options in its sole discretion  covering
all or part of production from the Claims and, except in the case where Products
are  actually  delivered  and a sale  is  actually  consumed  under  such  price
protection or speculative transactions,  none of the revenues, costs, profits or
losses  from such  transaction  will be taken into  account in  calculating  Net
Smelter Returns or any interest therein;  provided however, that if the Optionee
delivers  Product  under a price  protection  or  speculative  program where the
<PAGE>
                                      -4-


proceeds derived therefrom are less than those that would have been received had
the  Product  been sold at the spot  price in  effect  at the time of sale,  the
Royalty payable to the Holder will be based on such spot price.

9. The Optionee  shall have a Right of First Refusal on the proposed sale by the
Holder of all or part of the Royalty as follows:

     (a)  if the Holder (in this paragraph called the "Offeror") intends to sell
          all or part of the Royalty (in this paragraph the  "Interest") it will
          first give notice in writing to the Optionee (in this paragraph called
          the  "Offeree")  of  such  intention   together  with  the  terms  and
          conditions on which the Offeror intends to sell the Interest;

     (b)  any  communication  of an intention to sell pursuant to this paragraph
          will be in writing  delivered in accordance  with  paragraph 13 hereof
          and will set out fully and clearly all of the terms and  conditions of
          any intended sale and such  communication will be deemed to constitute
          an offer  (the  "Offer")  by the  Offeror  to the  Offeree to sell the
          Interest  to the Offeree on the terms and  conditions  set out in such
          Offer;

     (c)  any Offer  made as  contemplated  in this  paragraph  will be open for
          acceptance  by the  Offeree  for a period  of 60 days from the date of
          receipt of the Offer by the Offeree;

     (d)  if  the  Offeree  accepts  the  Offer  within  the  time  provided  in
          subparagraph  (c), such acceptance will constitute a binding agreement
          of  purchase  and sale  between  the  Offeror  and the Offeree for the
          Interest on the terms and conditions set out in the Offer; and

     (e)  if the Offeree does not accept the Offer  within the time  prescribed,
          the Offeror  may  complete  the sale of the  Interest on the terms and
          conditions   set  out  in  the  Offer  or  on  terms  and   conditions
          substantially  similar to, but no more favourable  than, the terms and
          conditions set out in the Offer, within 90 days from the expiration of
          the right of the  Offeree  to accept  such Offer or the  Offeror  must
          again comply with the provisions of this paragraph.

10. The  operator  of the  Claims,  whether or not it is the  Optionee,  will be
entitled to:

     (a)  make all operational  decisions with respect to the methods and extent
          of mining and processing of ore, concentrate, dore, metal and products
          produced from the Claims;

     (b)  make all decisions relating to sales of such concentrate,  dore, metal
          and products produced; and

     (c)  make all  decisions  concerning  temporary or  long-term  cessation of
          operations.

11. All  capitalized  terms not otherwise  defined herein shall have the meaning
given to them in the Option  Agreement to which these Terms and Conditions  form
Schedule "B".
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>ex10-3.txt
<DESCRIPTION>PROPERTY OPTION AGREEMENT
<TEXT>
                                                                    Exhibit 10.3

                            PROPERTY OPTION AGREEMENT

THIS  made and entered into as of the ___ day of __________, 2010.

BETWEEN:

          JOHN AND MARIE BRADY, 1227 Holland Road, Sudbury, Ontario, P3A 3R1;

          (herein "Optionors")

                                                               OF THE FIRST PART

AND:

          WIDESCOPE  RESOURCES INC., a company having an office at Suite 208-828
          Harbourside Drive, North Vancouver, British Columbia, V7P 3R9

          (herein "Optionee")

                                                              OF THE SECOND PART

WHEREAS the Optionors have represented that they are the sole beneficial  owners
in and to those mineral  claims in Ontario (the  "Claims") as more  particularly
described in Schedule "A" attached  hereto and  collectively  referred to as the
Halcyon Property;

AND WHEREAS the Optionors,  subject to the Net Smelter  Royalty  reserved to the
Optionors and the obligations under section 10(g) hereof, now wishes to grant to
the Optionee the exclusive  right and option to acquire an undivided 100% right,
title and interest in and to the Claims on the terms and conditions  hereinafter
set forth;

NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in  consideration of the premises,
the  mutual  covenants  herein  set forth and the sum of One  Dollar  ($1.00) of
lawful  money of Canada now paid by the Optionee to the  Optionors  (the receipt
whereof is hereby acknowledged),  the Parties hereto do hereby mutually covenant
and agree as follows:

1. Definitions

The following words, phrases and expressions shall have the following meanings:

     (a)  "After  Acquired  Properties"  means  any  and all  mineral  interests
          staked, located,  granted or acquired by or on behalf of either of the
          parties  hereto  during  the  currency  of this  Agreement  which  are
          located,  in whole or in part, within five kilometres of the perimeter
          of the Claims;
<PAGE>
                                      -2-


     (b)  "Expenditures"  includes  all  direct  or  indirect  expenses  [net of
          government incentives and net of payments to the Optionors pursuant to
          Section 4 hereof] of or incidental to Mining Operations  provided that
          such  expenses  must relate to work on the Claims as is  acceptable to
          the MNDM for the purposes of keeping the Claims in good standing.  The
          certificate  of the  Controller  or  other  financial  officer  of the
          Optionee,  together  with a statement of  Expenditures  in  reasonable
          detail shall be prima facie evidence of such Expenditures;

     (c)  "Facilities" means all mines and plants, including without limitation,
          all pits,  shafts,  adits,  haulageways,  raises and other underground
          workings, and all buildings, plants, facilities, and other structures,
          fixtures, and improvements,  and all other property,  whether fixed or
          moveable,  as the same may exist at any time in, or on the  Claims and
          relating to the operator of the Claims as a mine or outside the Claims
          if for the exclusive benefit of the Claims only;

     (d)  "Force  Majeure" means an event beyond the  reasonable  control of the
          Optionee that  prevents or delays it from  conducting  the  activities
          contemplated  by this  Agreement  other  than the  making of  payments
          referred to in Section 0 herein.  Such events shall include but not be
          limited  to acts of God,  war,  insurrection,  action or  inaction  of
          governmental   agencies,   inability  to  obtain  any   environmental,
          operating or other  permits or approvals,  authorizations  or consents
          and inclement weather conditions;

     (e)  "Mineral  Products"  means the  commercial  end products  derived from
          operating the Claims as a mine;

     (f)  "Mineral  Rights"  means the right to all minerals on, in or under the
          Claims;

     (g)  "Mining Operations" includes:

          (i)  every  kind of work done on or with  respect to the Claims or the
               mineral products  derived  therefrom by or under the direction of
               the Optionee; and

          (ii) without  limiting the generality of the  foregoing,  includes the
               work  of  assessment,  geophysical,  geochemical  and  geological
               surveys, studies and mapping, investigating, drilling, designing,
               examining  equipping,   improving,   surveying,   shaft  sinking,
               raising,  cross-cutting  and drifting,  searching  for,  digging,
               trucking,  sampling,  working and  procuring  minerals,  ores and
               metals,  in surveying and bringing any mineral claims to lease or
               patent,  in  doing  all  other  work  usually  considered  to  be
               prospecting,   exploration,  development,  a  feasibility  study,
               mining work,  milling,  concentration,  bonification  or ores and
               concentrates, as well as the separation and extraction of Mineral
               Products;

     (h)  "MNDM" means the Ontario Ministry of Northern Development and Mines;

     (i)  "Net  Smelter  Royalty"  means that net smelter  royalty as defined in
          Section 0 hereof;
<PAGE>
                                      -3-


     (j)  "Option"  means the option granted by the Optionors to the Optionee to
          acquire,  subject to the Net Smelter Royalty reserved to the Optionors
          and the  obligations  under section 10(g)  hereof,  an undivided  100%
          right, title and interest in and to the Claims;

     (k)  "Option  Period"  means the period from the date hereof to the date at
          which the Optionee has performed its  obligations  to acquire its 100%
          interest  in the Claims as set out in Section 0 hereof  subject to the
          Net Smelter  Royalty  reserved to the  Optionors  and the  obligations
          under section 10(g) hereof; and

     (l)  "Claims" means the mineral  claims  described in Schedule "A" together
          with  such  further  claims  contiguous  to the  claims  described  in
          Schedule "A" as the parties  hereto have mutually  agreed to be staked
          so as to become subject to the Option.

2. Headings

Any heading,  caption or index hereto shall not be used in any way in construing
or interpreting any provision hereof.

3. Singular, Plural

Whenever the singular or masculine or neuter is used in this Agreement, the same
shall be construed as meaning plural or feminine or body politic or corporate or
vice versa, as the context so requires.

4. Option

The  Optionors  hereby grant to the Optionee  the sole and  exclusive  right and
option (the "Option") to earn a 100% interest in the Claims,  subject to the Net
Smelter  Royalty  reserved to the  Optionors and the  obligations  under section
10(g) hereof, exercisable as follows:

     (a)  the Optionee paying the sum of $15,000 to the Optionors by way of cash
          and issuing  300,000  common  shares of the Optionee to the  Optionors
          forthwith upon execution of this Agreement (the "Execution Date");

     (b)  on or before that date which is 12 months following the Execution Date
          the  Optionee  incurring  $22,000  of  Expenditures,  paying a further
          $25,000  to the  Optionors  and  issuing  to the  Optionors  a further
          200,000 common shares of the Optionee;

     (c)  on or before that date which is 24 months following the Execution Date
          the Optionee,  incurring a further $22,000 of  Expenditures,  paying a
          further  $35,000  to the  Optionors  and  issuing to the  Optionors  a
          further 200,000 common shares of the Optionee;

     (d)  on or before that date which is 36 months following the Execution Date
          the Optionee  incurring a further $22,000 of Expenditures and paying a
          further $35,000 to the Optionors; and
<PAGE>
                                      -4-


upon the Optionee having satisfied the obligations set forth above, the Optionee
shall be deemed to have exercised the Option (the "Exercise  Date") and shall be
entitled to an  undivided  100% right,  title and  interest in and to the Claims
with the full right and authority to equip the Claims for production and operate
the Claims as a mine  subject to the rights of the  Optionors to the Net Smelter
Royalty  and subject to the  obligations  under  section  10(g)  hereof.  Always
provided that if any of the  obligations set forth above are not satisfied on or
before the date  stipulated,  the Optionee shall without losing any rights under
this Agreement have a further thirty (30) days to satisfy any such obligation.

In connection with the incurring of the Expenditures and as a condition thereof,
the  Optionee  agrees to file with the MNDM all eligible  work  performed on the
Claims within 90 days of the completion of each phase of work.

5. Net Smelter Royalty

The transfer of the Mineral  Rights by the Optionors is subject to the Optionors
retaining a 2.5% Net Smelter  Royalty  with respect to the  production  from the
Claims having the following attributes:

     (a)  the terms and  conditions  of the Net Smelter  Royalty shall be as set
          forth in schedule B hereto;

     (b)  the Optionee  shall have the right to repurchase  sixty percent of the
          Net Smelter  Royalty  (1.5%) for  $1,500,000  at any time prior to the
          first anniversary date of the commencement of commercial production on
          the Claims; and

     (c)  the  Optionee  shall be  obligated  to pay advances on the Net Smelter
          Royalty  of $8,000  per  annum,  payable  as to $4,000 on August 1 and
          February 1 of each year commencing  August 1, 2013 which amounts,  for
          greater  certainty shall serve to reduce any amounts otherwise payable
          on account of the Net Smelter Royalty.

6. Transfer of Title

Upon  execution of this  Agreement,  the  Optionors  will deliver or cause to be
delivered to the Optionee,  a duly executed  transfer of the Claims in favour of
the Optionee (the  "Optionee  Transfer") to be held in trust by said  solicitors
subject to the terms and  conditions of this  Agreement.  The Optionee  shall be
entitled to record the Optionee Transfer with the appropriate government offices
to effect  transfer  of legal  title of the Claims into its own name at any time
following the Exercise Date provided that in the event the Optionee  Transfer is
recorded the Optionors  shall be entitled to record notice of their  interest in
the Net Smelter Royalty.

7. Assignment

During the Option Term, no party shall sell, transfer,  assign, mortgage, pledge
or otherwise encumber its interest in this Agreement or its right or interest in
the Claims  without the  consent of the other  parties,  such  consent to be not
unreasonably withheld, provided that any party shall be permitted to assign this
Agreement to an  "affiliate"  or  "associate"  as those terms are defined in THE
<PAGE>
                                      -5-


BUSINESS  CORPORATIONS  ACT  (British  Columbia).  It will be a condition of any
assignment  under this Agreement that such assignee shall agree in writing to be
bound by the terms of this Agreement applicable to the assignor.

The Optionee  shall have the right at any time during the term of this Agreement
to relinquish  its rights to earn an interest in one or more of the Claims or to
reduce the size of one or more of the  Claims,  in  accordance  with the laws of
Ontario,  by providing  written  notice to the  Optionors.  Pursuant to any such
relinquishment  the Claims  relinquished  shall be returned to the Optionor with
sufficient work applied to them such that they are in good standing for a period
of  twelve  (12)  months  from the date of  relinquishment.  Following  any such
relinquishment  or reduction in size,  the Optionee  will have no  obligation to
incur any further exploration and development expenditures on the portion of the
Property relinquished or, in the case of a claims that has been reduced in size,
on the portion of such claim that has been dropped.

8. Termination

This Agreement shall forthwith terminate in circumstances where:

     (a)  the  Optionee  fails  to  make  the  payments  for or  carry  out  the
          Expenditures required in Sections 0 of this Agreement on or before the
          dates  set out  herein  provided  that,  in  circumstances  where  the
          Optionee  is  prevented  from  carrying  out  any of the  Expenditures
          contemplated  in  Sections 0 prior to the dates set out therein due to
          Force Majeure,  then the Optionee  shall  forthwith give the Optionors
          written notice of the  commencement  and termination of the said Force
          Majeure  and  thereafter  such  dates  shall be  deemed  to have  been
          extended by the period of time during which the Force Majeure  remains
          in effect;

     (b)  the Optionee  gives 3 months  notice of  termination  to the Optionors
          which it shall be at liberty to do at any time after the  execution of
          this  Agreement  and the  payment  of the amount set forth in clause 0
          hereof;

     (c)  this  Agreement is  terminated in  accordance  with the  provisions of
          section 0 herein; or

     (d)  the parties mutually agree in writing; and

in circumstances where this Agreement  terminates prior to the Exercise Date the
Optionee shall execute all such documents and do all such things as necessary to
transfer legal title to the Claims back to the Optionors.

9. Representations, Warranties and Covenants of the Optionors

The Optionors jointly  represent,  warrant and covenant to and with the Optionee
as follows:

     (a)  neither the execution and delivery of this  Agreement,  nor any of the
          agreements  referred  to  herein  or  contemplated   hereby,  nor  the
          consummation of the transactions  hereby  contemplated  conflict with,
<PAGE>
                                      -6-


          result in the breach of or accelerate the performance required by, any
          agreement to which they are a party;

     (b)  the Claims are  accurately  described  in  Schedule  "A",  are in good
          standing under the laws of the jurisdiction in which it is located and
          are free and clear of all liens,  charges and encumbrances  other than
          those of which the Optionee has been advised in writing;

     (c)  the Claims have been operated  substantially  in  accordance  with all
          applicable  and  environmental  laws  and,  to  the  knowledge  of the
          Optionors there are no environmental conditions existing on the Claims
          to which any  material  remedial  action is required  or any  material
          liability has or may be imposed under applicable environmental law;

     (d)  the  Optionors are the sole  beneficial  owners of the Claims and have
          the  exclusive  right to enter into this  Agreement  and all necessary
          authority to transfer their interest in the Claims in accordance  with
          the terms of this Agreement;

     (e)  no person,  firm or  corporation  has any  proprietary  or  possessory
          interest in the Claims other than the Optionors,  and no person,  firm
          or  corporation  is entitled  to any  royalty or other  payment in the
          nature  of  rent  or  royalty  on  any  minerals,   ores,   metals  or
          concentrates or any other such products removed from the Claims;

     (f)  upon request by the  Optionee,  and at the sole cost of the  Optionee,
          the  Optionors  shall deliver or cause to be delivered to the Optionee
          copies of all  available  maps and other  documents  and data in their
          possession respecting the Claims; and

     (g)  during the currency of this Agreement, the Optionors will:

          (i)  not do any act or thing which would or might in any way adversely
               affect the rights of the Optionee hereunder;

          (ii) not  relinquish  or abandon all or any part of their  interest in
               the Claims;

          (iii)not  mortgage,  pledge or encumber the Claims after the Effective
               Date without the Optionee's prior written consent; and

          (iv) give the Optionee  such access to the  Property,  at all times at
               its own risk and expense, as the Optionee shall determine, acting
               reasonably,  is  necessary to enable it to carry out the terms of
               this Agreement.

10. Representations, Warranties and Covenants of the Optionee

The Optionee represents, warrants and covenants to and with the Optionors that:

     (a)  the Optionee is a company duly organized  validly existing and in good
          standing under the laws of the Province of British Columbia;
<PAGE>
                                      -7-


     (b)  the Optionee has full power and authority to carry on its business and
          to enter into this Agreement and any agreement or instrument  referred
          to or contemplated by this Agreement;

     (c)  neither the execution and delivery of this  Agreement,  nor any of the
          agreements  referred  to  herein  or  contemplated   hereby,  nor  the
          consummation of the transactions  hereby  contemplated  conflict with,
          result in the breach of or accelerate the performance required by, any
          agreement to which it is a party;

     (d)  the  execution  and  delivery  of this  Agreement  and the  agreements
          contemplated  hereby  will not  violate or result in the breach of the
          laws of any  jurisdiction  applicable or pertaining  thereto or of its
          constating documents;

     (e)  this Agreement  constitutes a legal,  valid and binding  obligation of
          the Optionee;

     (f)  the Optionee shall use its reasonable best efforts to limit the resale
          restrictions  to which the common  shares of the Optionee  issuable to
          the  Optionors  pursuant  to Section 0 hereof  would be subject to the
          minimum restrictions provided for under applicable securities laws;

     (g)  both during and after the Option  Period,  the Optionee  will keep the
          Claims in good  standing,  free and clear of all  liens,  charges  and
          encumbrances and in connection therewith shall make all such payments,
          including,  but not  limited  to  taxes  and  filing  fees as shall be
          necessary  and  including  meeting  all of  the  MNDM  minimum  yearly
          assessment work  requirements  and qualified  expenditures  thereof in
          order to keep the Claims in good standing,  failing which the Optionee
          shall take all such steps as shall be necessary to reconvey the Claims
          to the Optionors; and

     (h)  the Optionee  will carry out all Mining  Operations on the Claims in a
          miner-like  fashion and will obtain all  licenses and permits as shall
          be necessary to enable it to carry out the terms of this Agreement.

11. Indemnity and Survival of Representations

The representations and warranties  hereinbefore set out are conditions on which
the parties have relied in entering  into this  Agreement  and shall survive the
acquisition  of any  interest  in the  Claims  by the  Optionee  and each of the
parties will indemnify and save the other harmless from all loss, damage, costs,
actions  and  suits  arising  out of or in  connection  with any  breach  of any
representation,  warranty,  covenant,  agreement or  condition  made by them and
contained in this Agreement.

The  Optionee  agrees to indemnify  and save  harmless  the  Optionors  from any
liability to which it may be subject arising from any Mining Operations  carried
out by the Optionee or at is direction on the Claims.
<PAGE>
                                      -8-


12. Confidentiality

The parties  hereto  agree to hold in  confidence  all  information  obtained in
confidence  in  respect  of the  Claims or  otherwise  in  connection  with this
Agreement  other  than  in  circumstances  where a party  has an  obligation  to
disclose such information in accordance with applicable securities  legislation,
in which case such  disclosure  shall only be made after  consultation  with the
other party.

13. Notice

All  notices,  consents,  demands  and  requests  (in this  Section 0 called the
"Communication") required or permitted to be given under this Agreement shall be
in  writing  and may be  delivered  personally  sent by  telegram,  by  telex or
telecopier or other  electronic means or may be forwarded by first class prepaid
registered  mail to the  parties at their  addresses  first above  written.  Any
Communication  delivered personally or sent by telegram,  telex or telecopier or
other  electronic  means shall be deemed to have been given and  received on the
second business day next following the date of sending. Any Communication mailed
as  aforesaid  shall be  deemed to have been  given  and  received  on the fifth
business day following the date it is posted,  addressed to the parties at their
addresses  first above  written or to such other  address or addresses as either
party may from time to time specify by notice to the other;  provided,  however,
that if there shall be a mail  strike,  slowdown or other labour  dispute  which
might affect delivery of the Communication by mail, then the Communication shall
be effective only if actually delivered.

14. Further Assurances

Each of the parties to this  Agreement  shall from time to time and at all times
do all such further acts and execute and deliver all further deeds and documents
as shall be  reasonably  required  in order  fully to perform  and carry out the
terms of this Agreement.

15. Entire Agreement

The  parties  hereto  acknowledge  that they have  expressed  herein  the entire
understanding  and obligation of this  Agreement and it is expressly  understood
and agreed that no implied covenant,  condition,  term or reservation,  shall be
read into this  Agreement  relating  to or  concerning  any matter or  operation
provided for herein.

16. Proper Law and Arbitration

This Agreement will be governed by and construed in accordance  with the laws of
the Province of British Columbia and the laws of Canada applicable therein.  The
parties hereto hereby  irrevocably  attorn to the  jurisdiction of the Courts of
British  Columbia.  All  disputes  arising  out of or in  connection  with  this
Agreement,  or in respect of any defined legal relationship associated therewith
or derived  therefrom,  shall be  referred  to and  finally  resolved  by a sole
arbitrator  by  arbitration  under the rules of THE  ARBITRATION  ACT of British
Columbia.
<PAGE>
                                      -9-


17. Enurement

This  Agreement  will enure to the  benefit of and be binding  upon the  parties
hereto and their respective successors and permitted assigns.

18. After Acquired Properties

The  parties  covenant  and agree,  each with the other,  that any and all After
Acquired  Properties  shall be  subject  to the  terms  and  conditions  of this
Agreement and shall,  subject to the provisions  hereof, be added to and deemed,
for the purposes hereof,  to be included in the Claims. In this regard any costs
incurred by the Optionee in staking, locating,  recording or otherwise acquiring
any "After Acquired Properties" will be borne by the Optionee.  In circumstances
where the  Optionors  stake,  locate,  record or  otherwise  acquire  any "After
Acquired  Properties"  they shall so notify the Optionee and,  provided that the
Optionee  reimburses the Optionors for all actual costs related thereto,  as set
forth by the Optionors in writing, such After Acquired Properties shall be added
to and deemed, for the purposes hereof, to be included in the Claims.

19. Excess Work Credits

It is acknowledged  that there may be excess work credits (the "Excess Credits")
on file with MNDM in  relation  to the Claims as at the date  hereof and in such
case it is  acknowledged  and agreed  that the  Optionors  retain  title to such
Excess  Credits and may remove or use them as they in their sole  discretion may
decide;  provided  that in removing or using such Excess  Credits the  Optionors
shall always ensure that  sufficient  Excess  Credits  remain in place to ensure
that the Claims  remain in good standing for a period of 12 months from the date
of such removal or use.

20. Default

Notwithstanding  anything  in this  Agreement  to the  contrary  if any party (a
"Defaulting  Party") is in default of any requirement herein set forth the party
affected by such  default  shall give  written  notice to the  Defaulting  Party
specifying the default and the Defaulting  Party shall not lose any rights under
this Agreement, unless thirty (30) days after the giving of notice of default by
the affected party the Defaulting  Party has failed to take reasonable  steps to
cure the default by the  appropriate  performance  and if the  Defaulting  Party
fails within such period to take reasonable steps to cure any such default,  the
affected  party  shall be  entitled to seek any remedy it may have on account of
such default including, without limiting, termination of this Agreement.

21. Technical Data

In circumstances  where this Agreement is terminated prior to the Exercise Date,
the Optionee  shall deliver over to the  Optionors all technical  data and other
documents and information  then in its possession  respecting the Claims and the
Mineral Rights.
<PAGE>
                                      -10-


22. Payment

All references to monies hereunder shall be in Canadian funds.

23. Option Only

This is an option  only and except as herein  specifically  provided  otherwise,
nothing herein contained shall be construed as obligating the Optionee to do any
acts or make any payments hereunder,  and any act or acts or payment or payments
as shall be made hereunder  shall not be construed as obligating the Optionee to
do any further act or make any further payment or payments.

24. Supersedes Previous Agreements

This Agreement  supersedes and replaces all previous oral or written agreements,
memoranda,  correspondence  or other  communications  between the parties hereto
relating to the subject matter hereof.
<PAGE>
                                      -11-


IN  WITNESS  WHEREOF  the  Parties  hereto  have duly  executed  this  Agreement
effective as of the ____ day of _______________, 2010.

WIDESCOPE RESOURCES INC.

Per:
    ----------------------------------------
    Authorized Signatory


- --------------------------------------------
JOHN BRADY


- --------------------------------------------
MARIE BRADY
<PAGE>
                                  SCHEDULE "A"

                        CLAIMS LIST FOR HALCYON PROPERTY

Location/Township:           The property is located 35 Km NNE of Sudbury in the
                             SE corner of Parkin Twp. at latitude  46o 48' N and
                             Longitude  80o  50'  W.  The  property  is  readily
                             accessible  by driving  30 Km north of Sudbury  VIA
                             highway 69 N and Hwy 545 to the Whistle  Mine road.
                             Then NE for 10 Km, to within  300m of the  property
                             by bushroad.

Commodities:                 Ni, Cu, PGM's,Co; + AU,CU,ZN

Property Description:        46 unpatented mining claim units.

Proposal:                    Terms and work program are open.

Ownership:                   John & Marie  Brady,  1227  Holland  Rd.,  Sudbury,
                             Ontario P3A 3R1. Tel: (705) 525-4129.

Property Geology
and Minerlization:           The property lies +/- 2 KM north and `on strike' of
                             FNX's,   COPPER/PGE  rich  Podolsky  Mine,  and  is
                             adjacent to Brady's Post Creek property.

                             The  property is  underlain  by a suite of Huronian
                             sediments in uncomfortable  contact with an Archean
                             volcanic  assemblage  that includes mafic volcanics
                             with pronounced felsic "lenses", rhyolites and iron
                             formation. A number of quartz diabase dykes intrude
                             along  the  contact   zones.Although  only  minimal
                             exploration has occured, results have been positive
                             in the identification of geophysical targets.  (Em/
                             MAG) and distinct geochemical  anomalies of Au, Cu,
                             Zn, As; as well as Ni, Cu, Co, Au.

Work History:
 and Results                 1930 - C. Mcguire - Stripping, trenching - 0.27 oz.
                             Au in mineralized quartzite. ( ref. F.N.M. )

                             1953 - New  Alger  Mines -  Nickel  exploration,  4
                             diamond  drillholes  from  150-200  ft. on property
                             west boundary.  Intersected phyrotite  chalcopyrite
                             and arsenopyrite. None of the core was assayed.

                             1987/1988   -  Imperial   Metals   Corp.   Airborne
                             Geophysical  -  identified  several  EM  conductors
                             interpreted as possible sulfide bearing:  also mag.
                             anomalies.  -  Geochemical  survey -  identified  a
                             number of multi-element anomalies in Au, Cu, Zn, As
<PAGE>
                                      -2-


                             and Ni, Cu, Co, Au. Further work  recommended  -but
                             no follow up.

Work Hist. Cont....          1992 J.  Brady -  Stripping,  Trenching.  Exposed a
                             sulfide rich felsic-volcanic breccia zone. Minerals
                             identified were chalcopyrite and phyrotite over a 2
                             m exposed  width.  This zone is  adjacent  to a 1 m
                             wide  graphite  zone that carries 0.056 oz./ton Au.
                             No follow up performed.

The  property  is 2 Km North West and on strike with the  Whistle  Mine  Offset.
(Recent  drilling 185 ft. Ni, Cu, Co, Pt., Au, incl.  33 ft. 12.1% Cu, 0.2 % Ni,
0.255  oz./ton  precious  metals)  (1). The former  producing  Jon Smith Mine is
situated 1 Km North of the property  (Ni, Cu, Co, Pt) The  sedimentary  volcanic
contact underlying the property is identical to the geology of the Meridian Res.
Property  which is situated  900m to the North West [0.33 oz. Au x 11 ft.;  0.44
oz. Au x7.5  ft.].  While  recent  work on the  property  has  outlined  several
significant exploration targets, none of the recommended follow up work has been
performed.

References: - personal Files
            - Resident Geologist Files Sudbury
            - (1)  Northern Miner Aug. 15/ 1994 -

NOTE - In late 1996,  an  excavator  was  utlilized to follow-up on the elevated
       gold-arsenic   results   from  the  Imperial  Metals  Corp.   (1987/1988)
       geo-chemical survey.

       Significant  gold results  were  obtained  near the  volcanic-sedimentary
       contact and adjacent to a long,  sinuous and brecciated  iron  formation,
       assays yielded Au +5g/t.  Also,  trenching along a diabase contact on the
       Parkin-Aylmer Twp. line yielded > 16 g/t Au.

       2003/2004 - Champion Bear Res.  Drilled a geophysical  target hosted in a
       Mafic Volcanic  sequence and  encountered  modest values in Nickel [.38%]
       and anomalous Copper/Cobalt.

       GEOCHEMISTRY:
       An MMI Geochem  soil survey by Dr. Mark  Fedikow  identified  a number of
       highly  anomalous areas of Ni/Cu/ PGE's and  Gold/Copper,  which were not
       followed up. In addition a 2004  Lake/Pond  Sediment  Geochemical  Survey
       conducted  by the OGS [File  6126] shows a number of sites on the Halcyon
       Property that yielded  significant  AG; AU; CU; PT; PD values to the 99th
       percentile.  This  highly  anomalous,  Halcyon  area  is  referred  to as
       `ANOMALOUS  AREA  6 in  the  OGS  Survey.  These  2  geochemical  surveys
       demonstrate  a distinct  trend of enriched  CU; PT; PD; AU; AG from FNX's
       Podolsky Mine northward through the Post Creek and Halcyon Properties.

          SUMMARY  THE  PROPERTY  IS ON STRIKE  AND  WITHIN 2 KM OF THE  WHISTLE
          OFFSET DYKE/PODOLSKY MINE
<PAGE>
                                      -3-


          -A NUMBER OF UNTESTED MAG/EM/IP ANOMALIES
          -A  NUMBER  OF  GEOCHEMICAL  MULTI-ELEMENT  ANOMALIES,INCLUDING  THOSE
          GENERALLY ASSOCIATED WITH NI/CU/PGE AND AU/CU/ZN MINERALIZATION.
          - SIGNIFICANT  BEDROCK GOLD ASSAYS  OBTAINED NEAR OLD `B' HORIZON SOIL
          ANOMALIES.

                                                     JOHN BRADY-UPDATED JAN/2010

                        HALCYON CLAIM LIST [JAN.31/2010]

         SUDBURY MINING DIVISION - 116945 - CHAMPION BEAR RESOURCES LTD.

<TABLE>
<CAPTION>
Township/    Claim       Recording       Claim Due                Percent      Work        Total        Total       Claim
Area         Number        Date             Date        Status    Option     Required     Applied      Reserve       Bank
- ----         ------        ----             ----        ------    ------     --------     -------      -------       ----
<S>         <C>         <C>            <C>              <C>       <C>        <C>         <C>          <C>           <C>
AYLMER      1043484     1989-Jan-16     2012-Jan-16       A        100%       $  400      $ 8,800      $      0      $  0
AYLMER      1043485     1989-Jan-16     2012-Jan-16       A        100%       $  400      $ 8,800      $      0      $  0
AYLMER      1043486     1989-Jan-16     2012-Jan-16       A        100%       $  400      $ 8,800      $      0      $  0
AYLMER      1043487     1989-Jan-16     2012-Jan-16       A        100%       $  400      $ 8,800      $      0      $  0
AYLMER      1043488     1989-Jan-16     2012-Jan-16       A        100%       $  400      $ 8,800      $      0      $  0
AYLMER      1043489     1989-Jan-16     2012-Jan-16       A        100%       $  400      $ 8,800      $      0      $  0
AYLMER      1043490     1989-Jan-16     2012-Jan-16       A        100%       $  400      $ 8,800      $      0      $  0
AYLMER      1043491     1989-Jan-16     2012-Jan-16       A        100%       $  400      $ 8,800      $      0      $  0
AYLMER      4212206     2006-Jun-21     2010-Jun-21       A        100%       $6,000      $12,000      $      0      $  0
PARKIN      1211386     1996-May-27     2011-May-27       A        100%       $  800      $10,400      $    506      $  0
PARKIN      1013217     1989-Jan-26     2012-Jan-26       A        100%       $  400      $ 8,800      $      0      $  0
PARKIN      1013393     1989-Jan-26     2012-Jan-26       A        100%       $  400      $ 8,800      $      0      $  0
PARKIN      1013395     1989-Jan-26     2012-Jan-26       A        100%       $  400      $ 8,800      $      0      $  0
PARKIN      1013396     1989-Jan-26     2012-Jan-26       A        100%       $  400      $ 8,800      $      0      $  0
</TABLE>
<PAGE>
                                      -4-


<TABLE>
<CAPTION>
<S>         <C>         <C>            <C>              <C>       <C>        <C>         <C>          <C>           <C>
PARKIN      1042958     1988-Dec-12     2012-Dec-12       A        100%       $  400      $ 9,200      $      0      $  0
PARKIN      1042959     1988-Dec-12     2012-Dec-12       A        100%       $  399      $ 9,201      $      0      $  0
PARKIN      1042960     1988-Dec-12     2012-Dec-12       A        100%       $  400      $ 9,200      $      0      $  0
PARKIN      1043292     1989-Jan-26     2012-Jan-26       A        100%       $  400      $ 8,800      $      0      $  0
PARKIN      1043293     1989-Jan-26     2012-Jan-26       A        100%       $  400      $ 8,800      $      0      $  0
PARKIN      1043294     1989-Jan-26     2012-Jan-26       A        100%       $  400      $ 8,800      $      0      $  0
PARKIN      1043295     1989-Jan-26     2012-Jan-26       A        100%       $  400      $ 8,800      $      0      $  0
PARKIN      1043296     1989-Jan-26     2012-Jan-26       A        100%       $  400      $ 8,800      $      0      $  0
PARKIN      1043297     1989-Jan-26     2012-Jan-26       A        100%       $  400      $ 8,800      $      0      $  0
PARKIN      1043492     1989-Jan-26     2010-Jan-26       A        100%       $  147      $ 8,253      $      0      $  0
PARKIN      1043493     1989-Jan-26     2012-Jan-26       A        100%       $  400      $ 8,800      $      0      $  0
PARKIN      1043497     1989-Jan-30     2012-Jan-30       A        100%       $  400      $ 8,800      $      0      $  0
PARKIN      1043498     1989-Jan-30     2012-Jan-30       A        100%       $  400      $ 8,800      $      0      $  0
PARKIN      1117883     1991-Jan-25     2012-Jan-25       A        100%       $  400      $ 7,600      $      0      $  0
PARKIN      1117884     1991-Jan-25     2012-Jan-25       A        100%       $  400      $ 7,600      $      0      $  0
PARKIN       648539     1983-Mar-04     2012-Mar-04       A        100%       $  400      $11,200      $      0      $  0
PARKIN       648540     1983-Mar-04     2012-Mar-04       A        100%       $  400      $11,200      $    518      $  0
PARKIN       648547     1983-Mar-04     2012-Mar-04       A        100%       $  400      $11,200      $    518      $  0
PARKIN       648548     1983-Mar-04     2012-Mar-04       A        100%       $  400      $11,200      $    518      $  0
PARKIN       648699     1983-Mar-04     2012-Mar-04       A        100%       $  400      $11,200      $    500      $  0
PARKIN       648700     1983-Mar-04     2012-Mar-04       A        100%       $  400      $11,200      $    518      $  0
PARKIN       682108     1983-Mar-14     2012-Mar-14       A        100%       $  400      $11,200      $      0      $  0
</TABLE>
<PAGE>
                                      -5-


<TABLE>
<CAPTION>
<S>         <C>         <C>            <C>              <C>       <C>        <C>         <C>          <C>           <C>
PARKIN       682109     1983-Mar-14     2012-Mar-14       A        100%       $  400      $11,200      $ 42,893      $  0
PARKIN       682110     1983-Mar-14     2012-Mar-14       A        100%       $  400      $11,200      $  7,058      $  0
PARKIN       682111     1983-Mar-14     2012-Mar-14       A        100%       $  400      $11,200      $      0      $  0
PARKIN       682112     1983-Mar-14     2012-Mar-14       A        100%       $  400      $11,200      $ 79,293      $  0
PARKIN       682113     1983-Mar-14     2012-Mar-14       A        100%       $  400      $11,200      $120,479      $  0
PARKIN       682278     1983-Mar-14     2012-Mar-14       A        100%       $  400      $11,200      $      0      $  0
PARKIN       682279     1983-Mar-14     2012-Mar-14       A        100%       $  400      $11,200      $      0      $  0
PARKIN       682280     1983-Mar-14     2012-Mar-14       A        100%       $  400      $11,200      $    500      $  0
PARKIN       682281     1983-Mar-14     2012-Mar-14       A        100%       $  400      $11,200      $      0      $  0
PARKIN       682282     1983-Mar-14     2012-Mar-14       A        100%       $  400      $11,200      $ 48,023      $  0
PARKIN       682283     1983-Mar-14     2012-Mar-14       A        100%       $  400      $11,200      $ 53,293      $  0
PARKIN       682284     1983-Mar-14     2012-Mar-14       A        100%       $  400      $11,200      $  5,722      $  0
PARKIN       894924     1986-Jun-12     2012-Jun-12       A        100%       $  400      $10,000      $      0      $  0
PARKIN       894925     1986-Jun-12     2012-Jun-12       A        100%       $  400      $10,000      $      0      $  0
PARKIN       994723     1987-Dec-23     2012-Dec-23       A        100%       $  400      $ 9,600      $      0      $  0
PARKIN       994724     1987-Dec-23     2012-Dec-23       A        100%       $  400      $ 9,600      $      0      $  0
PARKIN       994725     1987-Dec-23     2012-Dec-23       A        100%       $  400      $ 9,600      $      0      $  0
PARKIN       994726     1987-Dec-23     2012-Dec-23       A        100%       $  400      $ 9,600      $      0      $  0
</TABLE>
<PAGE>
                                  SCHEDULE "B"

            TO THAT OPTION AGREEMENT BETWEEN JOHN AND MARIE BRADY AND
             WIDESCOPE RESOURCES INC. DATED ____________ ____, 2010
                            (THE "OPTION AGREEMENT")


                               NET SMELTER ROYALTY
                              TERMS AND CONDITIONS

1. The Net  Smelter  Royalty  shall be equal  to 2.5% Net  Smelter  Returns  (as
hereinafter  defined) (subject to adjustment in accordance with section 5 of the
Option Agreement) from any mine in production or put into production as a result
of commencing commercial production on The Claims.

2. "Net Smelter Returns" means:

     (a)  the actual proceeds  received by the Optionee from any mint,  smelter,
          refinery or other purchaser from the sale of ores,  minerals,  mineral
          substances,  metals (including bullion) or concentrates  (collectively
          "Product") produced from the Claims and sold or proceeds received from
          an insurer in respect of Product,  after  deducting from such proceeds
          the following charges to the extent that they were not deducted by the
          purchaser in computing payments:

          (i)  smelting and refining charges;

          (ii) penalties, smelter assay costs and umpire assay costs;

          (iii)cost of freight  and  handling  of ores,  metals or  concentrates
               from  the  Claims  to  any  mint,  smelter,  refinery,  or  other
               purchaser;

          (iv) marketing costs;

          (v)  costs of insurance in respect of Product;

          (vi) customs duties,  severance tax, royalties,  ad valorem or mineral
               taxes or the like and export and import taxes or tariffs  payable
               in respect of the Product; and

     (b)  if the  Optionee is not the  operator  but holds a net smelter  return
          royalty,  the  same  as the net  smelter  return  royalty  held by the
          Optionee.

3. The Net Smelter Royalty will be:

     (a)  calculated and paid on a quarterly  basis within 45 days after the end
          of each quarter of the fiscal year for the mine (an "Operating Year"),
          based on the Net Smelter Returns for such quarter;
<PAGE>
                                      -2-


     (b)  each  payment  of  Net  Smelter  Royalty  will  be  accompanied  by an
          unaudited   statement   indicating  the  calculation  of  the  Royalty
          hereunder in  reasonable  detail and the Holder will  receive,  within
          three  months of the end of each  Operating  Year,  an annual  summary
          unaudited  statement  (an "Annual  Statement")  showing in  reasonable
          detail the calculation of the Royalty for the last completed Operating
          Year and showing all credits and deductions  added to or deducted from
          the amount due to the Holder;

     (c)  the holder (the "Holder") of the Net Smelter Royalty will have 45 days
          from the time of receipt  of the  Annual  Statement  to  question  the
          accuracy  thereof in writing and,  failing such objection,  the Annual
          Statement will be deemed to be correct and unimpeachable thereafter;

     (d)  if the Annual  Statement  is  questioned  by the  Holder,  and if such
          questions cannot be resolved between the Optionee and the Holder,  the
          Holder  will have 12 months  from the time of  receipt  of the  Annual
          Statement to have such audited, which will initially be at the expense
          of the Holder;

     (e)  the audited Annual  Statement will be final and  determinative  of the
          calculation  of the Royalty for the audited period and will be binding
          on the parties and any  overpayment of Royalty will be deducted by the
          Optionee  from the next  payment of Royalty  and any  underpayment  of
          Royalty will be paid forthwith by the Optionee;

     (f)  the  costs of the  audit  will be borne by the  Holder  if the  Annual
          Statement was accurate  within 1% or overstated the Royalty payable by
          greater  than 1% and will be borne by the  Optionee if such  statement
          understated the Royalty payable by greater than 1%. If the Optionee is
          obligated to pay for the audit it will forthwith  reimburse the Holder
          for any of the audit costs which it had paid;

     (g)  the Holder  will be  entitled to  examine,  on  reasonable  notice and
          during normal business hours, such books and records as are reasonably
          necessary  to verify  the  payment  of the  Royalty to it from time to
          time,  provided however that such  examination  shall not unreasonably
          interfere with or hinder the Optionee's operations or procedures; and

     (h)  if the  Optionee's  interest  in the  Claims is a Net  Smelter  Return
          royalty,  the Optionee's  accounting and reporting  obligations to the
          Holder under this  paragraph 3 will be limited to the delivery of such
          documentation as the Optionee receives from the operator of the Claims
          in respect of the payment by such  operator of Net Smelter  Returns to
          the Optionee.

4.  Notwithstanding  the provisions of section 3 hereof,  the Optionee shall pay
advances  on  account  of the Net  Smelter  Royalty  in the amount of $5,000 per
annum, payable semi-annually on August 1 and February 1 of each year, commencing
as of August 1, 2013,  which amounts when paid shall serve to reduce any amounts
otherwise payable under section 3 hereof.

5. The  determination  of the Royalty  hereunder  is based on the  premise  that
production  will be developed  solely from the Claims.  If the Claims and one or
more other  properties are  incorporated  in a single mining project and metals,
ores  or  concentrates  pertaining  to  each  are not  readily  segregated  on a
practical or equitable  basis,  the allocation of actual  proceeds  received and
<PAGE>
                                      -3-


deductions  therefrom will be negotiated between the parties and, if the parties
fail to agree on such allocation,  such will be referred to arbitration pursuant
to paragraph 5 of this Agreement.  In such  arbitration the arbitrator will make
reference to this Agreement and to practices used in mining  operations that are
of a similar nature.  The arbitrator will be entitled to retain such independent
mining  consultants  as he considers  necessary.  The decision of the arbitrator
will be final and binding on the parties.

6. Any matters in this Agreement which are to be settled by arbitration  will be
subject to the following:

     (a)  any  matter  required  or  permitted  to be  referred  to  arbitration
          pursuant to this Agreement  will be determined by a single  arbitrator
          to be appointed by the parties hereto;

     (b)  any party may refer any such matter to  arbitration  by written notice
          to the other and,  within 10 days after  receipt of such  notice,  the
          parties will agree on the appointment of an arbitrator. No person will
          be appointed as an arbitrator  hereunder  unless such person agrees in
          writing to act;

     (c)  if the  parties  cannot  agree on a single  arbitrator  as provided in
          subparagraph  (b),  either party may submit the matter to  arbitration
          (before a single arbitrator) in accordance with the ARBITRATION ACT of
          the Province of British Columbia (the "Act"); and

     (d)  except as  specifically  provided in this  paragraph,  an  arbitration
          hereunder will be conducted in accordance with the Act. The arbitrator
          will  fix a time and  place in  Vancouver,  British  Columbia  for the
          purpose of hearing the evidence and representations of the parties and
          he will preside over the  arbitration  and  determine all questions of
          procedure  not  provided for under such Act or this  paragraph.  After
          hearing any evidence and representations  that the parties may submit,
          the  arbitrator  will make an award and reduce the same to writing and
          deliver one copy thereof to each of the  parties.  The decision of the
          arbitrator will be made within 45 days after his appointment,  subject
          to any reasonable delay due to unforeseen  circumstances.  The expense
          of the arbitration will be paid as specified in the award. The parties
          agree  that  the  award of the  single  arbitrator  will be final  and
          binding upon each of them and will not be subject to appeal.

7. The holding of the Royalty will not confer upon the holder  thereof any legal
or beneficial  interest in the Claims.  The right to receive a percentage of Net
Smelter Returns as and when due is and will be deemed to be a contractual  right
only.  The right to receive a percentage of Net Smelter  Returns as and when due
will  not be  deemed  to  constitute  the  Holder  the  partner,  agent or legal
representative of the Optionee.

8. The Optionee may, if it is the operator of the Claims,  but will not be under
any duty to, engage in price  protection  (hedging) or speculative  transactions
such as futures contracts and commodity options in its sole discretion  covering
all or part of production from the Claims and, except in the case where Products
are  actually  delivered  and a sale  is  actually  consumed  under  such  price
protection or speculative transactions,  none of the revenues, costs, profits or
losses  from such  transaction  will be taken into  account in  calculating  Net
Smelter Returns or any interest therein;  provided however, that if the Optionee
delivers  Product  under a price  protection  or  speculative  program where the
<PAGE>
                                      -4-


proceeds derived therefrom are less than those that would have been received had
the  Product  been sold at the spot  price in  effect  at the time of sale,  the
Royalty payable to the Holder will be based on such spot price.

9. The Optionee  shall have a Right of First Refusal on the proposed sale by the
Holder of all or part of the Royalty as follows:

     (a)  if the Holder (in this paragraph called the "Offeror") intends to sell
          all or part of the Royalty (in this paragraph the  "Interest") it will
          first give notice in writing to the Optionee (in this paragraph called
          the  "Offeree")  of  such  intention   together  with  the  terms  and
          conditions on which the Offeror intends to sell the Interest;

     (b)  any  communication  of an intention to sell pursuant to this paragraph
          will be in writing  delivered in accordance  with  paragraph 13 hereof
          and will set out fully and clearly all of the terms and  conditions of
          any intended sale and such  communication will be deemed to constitute
          an offer  (the  "Offer")  by the  Offeror  to the  Offeree to sell the
          Interest  to the Offeree on the terms and  conditions  set out in such
          Offer;

     (c)  any Offer  made as  contemplated  in this  paragraph  will be open for
          acceptance  by the  Offeree  for a period  of 60 days from the date of
          receipt of the Offer by the Offeree;

     (d)  if  the  Offeree  accepts  the  Offer  within  the  time  provided  in
          subparagraph  (c), such acceptance will constitute a binding agreement
          of  purchase  and sale  between  the  Offeror  and the Offeree for the
          Interest on the terms and conditions set out in the Offer; and

     (e)  if the Offeree does not accept the Offer  within the time  prescribed,
          the Offeror  may  complete  the sale of the  Interest on the terms and
          conditions   set  out  in  the  Offer  or  on  terms  and   conditions
          substantially  similar to, but no more favourable  than, the terms and
          conditions set out in the Offer, within 90 days from the expiration of
          the right of the  Offeree  to accept  such Offer or the  Offeror  must
          again comply with the provisions of this paragraph.

10. The  operator  of the  Claims,  whether or not it is the  Optionee,  will be
entitled to:

     (a)  make all operational  decisions with respect to the methods and extent
          of mining and processing of ore, concentrate, dore, metal and products
          produced from the Claims;

     (b)  make all decisions relating to sales of such concentrate,  dore, metal
          and products produced; and

     (c)  make all  decisions  concerning  temporary or  long-term  cessation of
          operations.

11. All  capitalized  terms not otherwise  defined herein shall have the meaning
given to them in the Option  Agreement to which these Terms and Conditions  form
Schedule "B".
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>ex10-4.txt
<DESCRIPTION>PROPERTY OPTION AGREEMENT
<TEXT>
                                                                    Exhibit 10.4

                            PROPERTY OPTION AGREEMENT

THIS  made and entered into as of the ___ day of __________, 2010.

BETWEEN:

          JOHN AND MARIE BRADY,  1227 Holland Road,  Sudbury,  Ontario,  P3A 3R1
          (the  "Bradys")  and DAVID  BEILHARTZ,  49  Airport  Road,  Whitefish,
          Ontario, P0M 3E0 ("Beilhartz");

          (the Bradys and Beilhartz herein together "Optionors")

                                                               OF THE FIRST PART

AND:

          WIDESCOPE  RESOURCES INC., a company having an office at Suite 208-828
          Harbourside Drive, North Vancouver, British Columbia, V7P 3R9

          (herein "Optionee")

                                                              OF THE SECOND PART

WHEREAS the  Optionors  have  represented  that  collectively  they are the sole
beneficial  owners in and to those mineral  claims in Ontario (the  "Claims") as
more  particularly  described in Schedule "A" attached  hereto and  collectively
referred  to as the Woods  Creek  Property  as to 50% by the  Bradys  and 50% by
Beilhartz;

AND WHEREAS the Optionors,  subject to the Net Smelter  Royalty  reserved to the
Optionors and the obligations under section 10(g) hereof, now wishes to grant to
the Optionee the exclusive  right and option to acquire an undivided 100% right,
title and interest in and to the Claims on the terms and conditions  hereinafter
set forth;

NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in  consideration of the premises,
the  mutual  covenants  herein  set forth and the sum of One  Dollar  ($1.00) of
lawful  money of Canada now paid by the Optionee to the  Optionors  (the receipt
whereof is hereby acknowledged),  the Parties hereto do hereby mutually covenant
and agree as follows:

1. Definitions

The following words, phrases and expressions shall have the following meanings:

     (a)  "After  Acquired  Properties"  means  any  and all  mineral  interests
          staked, located,  granted or acquired by or on behalf of either of the
          parties  hereto  during  the  currency  of this  Agreement  which  are
<PAGE>
                                      -2-


          located,  in whole or in part, within five kilometres of the perimeter
          of the Claims;

     (b)  "Expenditures"  includes  all  direct  or  indirect  expenses  [net of
          government incentives and net of payments to the Optionors pursuant to
          Section 4 hereof] of or incidental to Mining Operations  provided that
          such  expenses  must relate to work on the Claims as is  acceptable to
          the MNDM for the purposes of keeping the Claims in good standing.  The
          certificate  of the  Controller  or  other  financial  officer  of the
          Optionee,  together  with a statement of  Expenditures  in  reasonable
          detail shall be prima facie evidence of such Expenditures;

     (c)  "Facilities" means all mines and plants, including without limitation,
          all pits,  shafts,  adits,  haulageways,  raises and other underground
          workings, and all buildings, plants, facilities, and other structures,
          fixtures, and improvements,  and all other property,  whether fixed or
          moveable,  as the same may exist at any time in, or on the  Claims and
          relating to the operator of the Claims as a mine or outside the Claims
          if for the exclusive benefit of the Claims only;

     (d)  "Force  Majeure" means an event beyond the  reasonable  control of the
          Optionee that  prevents or delays it from  conducting  the  activities
          contemplated  by this  Agreement  other  than the  making of  payments
          referred to in Section 0 herein.  Such events shall include but not be
          limited  to acts of God,  war,  insurrection,  action or  inaction  of
          governmental   agencies,   inability  to  obtain  any   environmental,
          operating or other  permits or approvals,  authorizations  or consents
          and inclement weather conditions;

     (e)  "Mineral  Products"  means the  commercial  end products  derived from
          operating the Claims as a mine;

     (f)  "Mineral  Rights"  means the right to all minerals on, in or under the
          Claims;

     (g)  "Mining Operations" includes:

          (i)  every  kind of work done on or with  respect to the Claims or the
               mineral products  derived  therefrom by or under the direction of
               the Optionee; and

          (ii) without  limiting the generality of the  foregoing,  includes the
               work  of  assessment,  geophysical,  geochemical  and  geological
               surveys, studies and mapping, investigating, drilling, designing,
               examining  equipping,   improving,   surveying,   shaft  sinking,
               raising,  cross-cutting  and drifting,  searching  for,  digging,
               trucking,  sampling,  working and  procuring  minerals,  ores and
               metals,  in surveying and bringing any mineral claims to lease or
               patent,  in  doing  all  other  work  usually  considered  to  be
               prospecting,   exploration,  development,  a  feasibility  study,
               mining work,  milling,  concentration,  bonification  or ores and
               concentrates, as well as the separation and extraction of Mineral
               Products;

     (h)  "MNDM" means the Ontario Ministry of Northern Development and Mines;
<PAGE>
                                      -3-

     (i)  "Net  Smelter  Royalty"  means that net smelter  royalty as defined in
          Section 0 hereof;

     (j)  "Option"  means the option granted by the Optionors to the Optionee to
          acquire,  subject to the Net Smelter Royalty reserved to the Optionors
          and the  obligations  under section 10(g)  hereof,  an undivided  100%
          right, title and interest in and to the Claims;

     (k)  "Option  Period"  means the period from the date hereof to the date at
          which the Optionee has performed its  obligations  to acquire its 100%
          interest  in the Claims as set out in Section 0 hereof  subject to the
          Net Smelter  Royalty  reserved to the  Optionors  and the  obligations
          under section 10(g) hereof; and

     (l)  "Claims" means the mineral  claims  described in Schedule "A" together
          with  such  further  claims  contiguous  to the  claims  described  in
          Schedule "A" as the parties  hereto have mutually  agreed to be staked
          so as to become subject to the Option.

2. Headings

Any heading,  caption or index hereto shall not be used in any way in construing
or interpreting any provision hereof.

3. Singular, Plural

Whenever the singular or masculine or neuter is used in this Agreement, the same
shall be construed as meaning plural or feminine or body politic or corporate or
vice versa, as the context so requires.

4. Option

The  Optionors  hereby grant to the Optionee  the sole and  exclusive  right and
option (the "Option") to earn a 100% interest in the Claims,  subject to the Net
Smelter  Royalty  reserved to the  Optionors and the  obligations  under section
10(g)  hereof,  exercisable  as  follows  (it being  acknowledged  that all cash
payments and share issuances provided for herein are to be made as to 50% to the
Bradys and 50% to Beilhartz):

     (a)  the Optionee  paying the sum of $7,500 to the Optionors by way of cash
          and issuing  150,000  common  shares of the Optionee to the  Optionors
          forthwith upon execution of this Agreement (the "Execution Date");

     (b)  on or before that date which is 12 months following the Execution Date
          the  Optionee  incurring  $24,000  of  Expenditures,  paying a further
          $15,000  to the  Optionors  and  issuing  to the  Optionors  a further
          150,000 common shares of the Optionee;

     (c)  on or before that date which is 24 months following the Execution Date
          the Optionee, incurring a further $24,000 of Expenditures and paying a
          further $20,000 to the Optionors;
<PAGE>
                                      -4-


     (d)  on or before that date which is 36 months following the Execution Date
          the Optionee  incurring a further $24,000 of Expenditures and paying a
          further $45,000 to the Optionors; and

upon the Optionee having satisfied the obligations set forth above, the Optionee
shall be deemed to have exercised the Option (the "Exercise  Date") and shall be
entitled to an  undivided  100% right,  title and  interest in and to the Claims
with the full right and authority to equip the Claims for production and operate
the Claims as a mine  subject to the rights of the  Optionors to the Net Smelter
Royalty  and subject to the  obligations  under  section  10(g)  hereof.  Always
provided that if any of the  obligations set forth above are not satisfied on or
before the date  stipulated,  the Optionee shall without losing any rights under
this Agreement have a further thirty (30) days to satisfy any such obligation.

In connection with the incurring of the Expenditures and as a condition thereof,
the  Optionee  agrees to file with the MNDM all eligible  work  performed on the
Claims within 90 days of the completion of each phase of work.

5. Net Smelter Royalty

The transfer of the Mineral  Rights by the Optionors is subject to the Optionors
retaining a 2.5% Net Smelter  Royalty (with a 50% undivided  interest being held
by each of the Bradys and  Beilhartz)  with respect to the  production  from the
Claims having the following attributes:

     (a)  the terms and  conditions  of the Net Smelter  Royalty shall be as set
          forth in schedule B hereto;

     (b)  the Optionee  shall have the right to repurchase  sixty percent of the
          Net Smelter  Royalty  (1.5%) for  $1,500,000  at any time prior to the
          first anniversary date of the commencement of commercial production on
          the Claims; and

     (c)  the  Optionee  shall be  obligated  to pay advances on the Net Smelter
          Royalty  of $5,000  per  annum,  payable  as to $2,500 on August 1 and
          February 1 of each year commencing  August 1, 2013 which amounts,  for
          greater  certainty shall serve to reduce any amounts otherwise payable
          on account of the Net Smelter Royalty.

6. Transfer of Title

Upon  execution of this  Agreement,  the  Optionors  will deliver or cause to be
delivered to the Optionee,  a duly executed  transfer of the Claims in favour of
the Optionee (the  "Optionee  Transfer") to be held in trust by said  solicitors
subject to the terms and  conditions of this  Agreement.  The Optionee  shall be
entitled to record the Optionee Transfer with the appropriate government offices
to effect  transfer  of legal  title of the Claims into its own name at any time
following the Exercise Date provided that in the event the Optionee  Transfer is
recorded the Optionors  shall be entitled to record notice of their  interest in
the Net Smelter Royalty.
<PAGE>
                                      -5-

7. Assignment

During the Option Term, no party shall sell, transfer,  assign, mortgage, pledge
or otherwise encumber its interest in this Agreement or its right or interest in
the Claims  without the  consent of the other  parties,  such  consent to be not
unreasonably withheld, provided that any party shall be permitted to assign this
Agreement to an  "affiliate"  or  "associate"  as those terms are defined in THE
BUSINESS  CORPORATIONS  ACT  (British  Columbia).  It will be a condition of any
assignment  under this Agreement that such assignee shall agree in writing to be
bound by the terms of this Agreement applicable to the assignor.

The Optionee  shall have the right at any time during the term of this Agreement
to relinquish  its rights to earn an interest in one or more of the Claims or to
reduce the size of one or more of the  Claims,  in  accordance  with the laws of
Ontario,  by providing  written  notice to the  Optionors.  Pursuant to any such
relinquishment  the Claims  relinquished  shall be returned to the Optionor with
sufficient work applied to them such that they are in good standing for a period
of  twelve  (12)  months  from the date of  relinquishment.  Following  any such
relinquishment  or reduction in size,  the Optionee  will have no  obligation to
incur any further exploration and development expenditures on the portion of the
Property relinquished or, in the case of a claims that has been reduced in size,
on the portion of such claim that has been dropped.

8. Termination

This Agreement shall forthwith terminate in circumstances where:

     (a)  the  Optionee  fails  to  make  the  payments  for or  carry  out  the
          Expenditures required in Sections 0 of this Agreement on or before the
          dates  set out  herein  provided  that,  in  circumstances  where  the
          Optionee  is  prevented  from  carrying  out  any of the  Expenditures
          contemplated  in  Sections 0 prior to the dates set out therein due to
          Force Majeure,  then the Optionee  shall  forthwith give the Optionors
          written notice of the  commencement  and termination of the said Force
          Majeure  and  thereafter  such  dates  shall be  deemed  to have  been
          extended by the period of time during which the Force Majeure  remains
          in effect;

     (b)  the Optionee  gives 3 months  notice of  termination  to the Optionors
          which it shall be at liberty to do at any time after the  execution of
          this  Agreement  and the  payment  of the amount set forth in clause 0
          hereof;

     (c)  this  Agreement is  terminated in  accordance  with the  provisions of
          section 0 herein; or

     (d)  the parties mutually agree in writing; and

in circumstances where this Agreement  terminates prior to the Exercise Date the
Optionee shall execute all such documents and do all such things as necessary to
transfer legal title to the Claims back to the Optionors.
<PAGE>
                                      -6-


9. Representations, Warranties and Covenants of the Optionors

The Optionors jointly  represent,  warrant and covenant to and with the Optionee
as follows:

     (a)  neither the execution and delivery of this  Agreement,  nor any of the
          agreements  referred  to  herein  or  contemplated   hereby,  nor  the
          consummation of the transactions  hereby  contemplated  conflict with,
          result in the breach of or accelerate the performance required by, any
          agreement to which they are a party;

     (b)  the Claims are  accurately  described  in  Schedule  "A",  are in good
          standing under the laws of the jurisdiction in which it is located and
          are free and clear of all liens,  charges and encumbrances  other than
          those of which the Optionee has been advised in writing;

     (c)  the Claims have been operated  substantially  in  accordance  with all
          applicable  and  environmental  laws  and,  to  the  knowledge  of the
          Optionors there are no environmental conditions existing on the Claims
          to which any  material  remedial  action is required  or any  material
          liability has or may be imposed under applicable environmental law;

     (d)  the  Optionors are the sole  beneficial  owners of the Claims and have
          the  exclusive  right to enter into this  Agreement  and all necessary
          authority to transfer their interest in the Claims in accordance  with
          the terms of this Agreement;

     (e)  no person,  firm or  corporation  has any  proprietary  or  possessory
          interest in the Claims other than the Optionors,  and no person,  firm
          or  corporation  is entitled  to any  royalty or other  payment in the
          nature  of  rent  or  royalty  on  any  minerals,   ores,   metals  or
          concentrates or any other such products removed from the Claims;

     (f)  upon request by the  Optionee,  and at the sole cost of the  Optionee,
          the  Optionors  shall deliver or cause to be delivered to the Optionee
          copies of all  available  maps and other  documents  and data in their
          possession respecting the Claims; and

     (g)  during the currency of this Agreement, the Optionors will:

          (i)  not do any act or thing which would or might in any way adversely
               affect the rights of the Optionee hereunder;

          (ii) not  relinquish  or abandon all or any part of their  interest in
               the Claims;

          (iii)not  mortgage,  pledge or encumber the Claims after the Effective
               Date without the Optionee's prior written consent; and

          (iv) give the Optionee  such access to the  Property,  at all times at
               its own risk and expense, as the Optionee shall determine, acting
               reasonably,  is  necessary to enable it to carry out the terms of
               this Agreement.
<PAGE>
                                      -7-

10. Representations, Warranties and Covenants of the Optionee

The Optionee represents, warrants and covenants to and with the Optionors that:

     (a)  the Optionee is a company duly organized  validly existing and in good
          standing under the laws of the Province of British Columbia;

     (b)  the Optionee has full power and authority to carry on its business and
          to enter into this Agreement and any agreement or instrument  referred
          to or contemplated by this Agreement;

     (c)  neither the execution and delivery of this  Agreement,  nor any of the
          agreements  referred  to  herein  or  contemplated   hereby,  nor  the
          consummation of the transactions  hereby  contemplated  conflict with,
          result in the breach of or accelerate the performance required by, any
          agreement to which it is a party;

     (d)  the  execution  and  delivery  of this  Agreement  and the  agreements
          contemplated  hereby  will not  violate or result in the breach of the
          laws of any  jurisdiction  applicable or pertaining  thereto or of its
          constating documents;

     (e)  this Agreement  constitutes a legal,  valid and binding  obligation of
          the Optionee;

     (f)  the Optionee shall use its reasonable best efforts to limit the resale
          restrictions  to which the common  shares of the Optionee  issuable to
          the  Optionors  pursuant  to Section 0 hereof  would be subject to the
          minimum restrictions provided for under applicable securities laws;

     (g)  both during and after the Option  Period,  the Optionee  will keep the
          Claims in good  standing,  free and clear of all  liens,  charges  and
          encumbrances and in connection therewith shall make all such payments,
          including,  but not  limited  to  taxes  and  filing  fees as shall be
          necessary  and  including  meeting  all of  the  MNDM  minimum  yearly
          assessment work  requirements  and qualified  expenditures  thereof in
          order to keep the Claims in good standing,  failing which the Optionee
          shall take all such steps as shall be necessary to reconvey the Claims
          to the Optionors; and

     (h)  the Optionee  will carry out all Mining  Operations on the Claims in a
          miner-like  fashion and will obtain all  licenses and permits as shall
          be necessary to enable it to carry out the terms of this Agreement.

11. Indemnity and Survival of Representations

The representations and warranties  hereinbefore set out are conditions on which
the parties have relied in entering  into this  Agreement  and shall survive the
acquisition  of any  interest  in the  Claims  by the  Optionee  and each of the
parties will indemnify and save the other harmless from all loss, damage, costs,
actions  and  suits  arising  out of or in  connection  with any  breach  of any
representation,  warranty,  covenant,  agreement or  condition  made by them and
contained in this Agreement.
<PAGE>
                                      -8-


The  Optionee  agrees to indemnify  and save  harmless  the  Optionors  from any
liability to which it may be subject arising from any Mining Operations  carried
out by the Optionee or at is direction on the Claims.

12. Confidentiality

The parties  hereto  agree to hold in  confidence  all  information  obtained in
confidence  in  respect  of the  Claims or  otherwise  in  connection  with this
Agreement  other  than  in  circumstances  where a party  has an  obligation  to
disclose such information in accordance with applicable securities  legislation,
in which case such  disclosure  shall only be made after  consultation  with the
other party.

13. Notice

All  notices,  consents,  demands  and  requests  (in this  Section 0 called the
"Communication") required or permitted to be given under this Agreement shall be
in  writing  and may be  delivered  personally  sent by  telegram,  by  telex or
telecopier or other  electronic means or may be forwarded by first class prepaid
registered  mail to the  parties at their  addresses  first above  written.  Any
Communication  delivered personally or sent by telegram,  telex or telecopier or
other  electronic  means shall be deemed to have been given and  received on the
second business day next following the date of sending. Any Communication mailed
as  aforesaid  shall be  deemed to have been  given  and  received  on the fifth
business day following the date it is posted,  addressed to the parties at their
addresses  first above  written or to such other  address or addresses as either
party may from time to time specify by notice to the other;  provided,  however,
that if there shall be a mail  strike,  slowdown or other labour  dispute  which
might affect delivery of the Communication by mail, then the Communication shall
be effective only if actually delivered.

14. Further Assurances

Each of the parties to this  Agreement  shall from time to time and at all times
do all such further acts and execute and deliver all further deeds and documents
as shall be  reasonably  required  in order  fully to perform  and carry out the
terms of this Agreement.

15. Entire Agreement

The  parties  hereto  acknowledge  that they have  expressed  herein  the entire
understanding  and obligation of this  Agreement and it is expressly  understood
and agreed that no implied covenant,  condition,  term or reservation,  shall be
read into this  Agreement  relating  to or  concerning  any matter or  operation
provided for herein.

16. Proper Law and Arbitration

This Agreement will be governed by and construed in accordance  with the laws of
the Province of British Columbia and the laws of Canada applicable therein.  The
parties hereto hereby  irrevocably  attorn to the  jurisdiction of the Courts of
British  Columbia.  All  disputes  arising  out of or in  connection  with  this
Agreement,  or in respect of any defined legal relationship associated therewith
<PAGE>
                                      -9-


or derived  therefrom,  shall be  referred  to and  finally  resolved  by a sole
arbitrator  by  arbitration  under the rules of THE  ARBITRATION  ACT of British
Columbia.

17. Enurement

This  Agreement  will enure to the  benefit of and be binding  upon the  parties
hereto and their respective successors and permitted assigns.

18. After Acquired Properties

The  parties  covenant  and agree,  each with the other,  that any and all After
Acquired  Properties  shall be  subject  to the  terms  and  conditions  of this
Agreement and shall,  subject to the provisions  hereof, be added to and deemed,
for the purposes hereof,  to be included in the Claims. In this regard any costs
incurred by the Optionee in staking, locating,  recording or otherwise acquiring
any "After Acquired Properties" will be borne by the Optionee.  In circumstances
where the  Optionors  stake,  locate,  record or  otherwise  acquire  any "After
Acquired  Properties"  they shall so notify the Optionee and,  provided that the
Optionee  reimburses the Optionors for all actual costs related thereto,  as set
forth by the Optionors in writing, such After Acquired Properties shall be added
to and deemed, for the purposes hereof, to be included in the Claims.

19. Excess Work Credits

It is acknowledged  that there may be excess work credits (the "Excess Credits")
on file with MNDM in  relation  to the Claims as at the date  hereof and in such
case it is  acknowledged  and agreed  that the  Optionors  retain  title to such
Excess  Credits and may remove or use them as they in their sole  discretion may
decide;  provided  that in removing or using such Excess  Credits the  Optionors
shall always ensure that  sufficient  Excess  Credits  remain in place to ensure
that the Claims  remain in good standing for a period of 12 months from the date
of such removal or use.

20. Default

Notwithstanding  anything  in this  Agreement  to the  contrary  if any party (a
"Defaulting  Party") is in default of any requirement herein set forth the party
affected by such  default  shall give  written  notice to the  Defaulting  Party
specifying the default and the Defaulting  Party shall not lose any rights under
this Agreement, unless thirty (30) days after the giving of notice of default by
the affected party the Defaulting  Party has failed to take reasonable  steps to
cure the default by the  appropriate  performance  and if the  Defaulting  Party
fails within such period to take reasonable steps to cure any such default,  the
affected  party  shall be  entitled to seek any remedy it may have on account of
such default including, without limiting, termination of this Agreement.

21. Technical Data

In circumstances  where this Agreement is terminated prior to the Exercise Date,
the Optionee  shall deliver over to the  Optionors all technical  data and other
documents and information  then in its possession  respecting the Claims and the
Mineral Rights.
<PAGE>
                                      -10-


22. Payment

All references to monies hereunder shall be in Canadian funds.

23. Option Only

This is an option  only and except as herein  specifically  provided  otherwise,
nothing herein contained shall be construed as obligating the Optionee to do any
acts or make any payments hereunder,  and any act or acts or payment or payments
as shall be made hereunder  shall not be construed as obligating the Optionee to
do any further act or make any further payment or payments.

24. Supersedes Previous Agreements

This Agreement  supersedes and replaces all previous oral or written agreements,
memoranda,  correspondence  or other  communications  between the parties hereto
relating to the subject matter hereof.
<PAGE>
                                      -11-



IN  WITNESS  WHEREOF  the  Parties  hereto  have duly  executed  this  Agreement
effective as of the ____ day of _______________, 2010.

WIDESCOPE RESOURCES INC.


Per:
    -------------------------------------------
    Authorized Signatory


- -----------------------------------------------
JOHN BRADY


- -----------------------------------------------
MARIE BRADY


- -----------------------------------------------
DAVID BEILHARTZ
<PAGE>
                                  SCHEDULE "A"

                      CLAIMS LIST FOR WOODS CREEK PROPERTY

Claim Number   Recording Date   Good To Date   Work Amt Due   Work Filed   Other
- ------------   --------------   ------------   ------------   ----------   -----

  1242388       2001-Jan-12     2013-Jan-12      $3,354         $67,046
  1242389       2001-Jan-12     2012-Jan-12      $4,800         $43,200
  1242390       2001-Jan-12     2011-Jan-12      $6,000         $48,000
  1242391       2001-Jan-12     2012-Jan-12      $2,400         $21,600
  1242392       2001-Jan-12     2010-Jan-12      $6,400         $44,800
<PAGE>
                                  SCHEDULE "B"

          TO THAT OPTION AGREEMENT BETWEEN JOHN AND MARIE BRADY, DAVID
                  BEILHARTZ AND WIDESCOPE RESOURCES INC. DATED
                             ____________ ____, 2010
                            (THE "OPTION AGREEMENT")


                               NET SMELTER ROYALTY
                              TERMS AND CONDITIONS

1. The Net  Smelter  Royalty  shall be equal  to 2.5% Net  Smelter  Returns  (as
hereinafter  defined) (subject to adjustment in accordance with section 5 of the
Option Agreement) from any mine in production or put into production as a result
of commencing commercial production on The Claims.

2. "Net Smelter Returns" means:

     (a)  the actual proceeds  received by the Optionee from any mint,  smelter,
          refinery or other purchaser from the sale of ores,  minerals,  mineral
          substances,  metals (including bullion) or concentrates  (collectively
          "Product") produced from the Claims and sold or proceeds received from
          an insurer in respect of Product,  after  deducting from such proceeds
          the following charges to the extent that they were not deducted by the
          purchaser in computing payments:

          (i)  smelting and refining charges;

          (ii) penalties, smelter assay costs and umpire assay costs;

          (iii)cost of freight  and  handling  of ores,  metals or  concentrates
               from  the  Claims  to  any  mint,  smelter,  refinery,  or  other
               purchaser;

          (iv) marketing costs;

          (v)  costs of insurance in respect of Product;

          (vi) customs duties,  severance tax, royalties,  ad valorem or mineral
               taxes or the like and export and import taxes or tariffs  payable
               in respect of the Product; and

     (b)  if the  Optionee is not the  operator  but holds a net smelter  return
          royalty,  the  same  as the net  smelter  return  royalty  held by the
          Optionee.

3. The Net Smelter Royalty will be:

     (a)  calculated and paid on a quarterly  basis within 45 days after the end
          of each quarter of the fiscal year for the mine (an "Operating Year"),
          based on the Net Smelter Returns for such quarter;
<PAGE>
                                      -2-


     (b)  each  payment  of  Net  Smelter  Royalty  will  be  accompanied  by an
          unaudited   statement   indicating  the  calculation  of  the  Royalty
          hereunder in  reasonable  detail and the Holder will  receive,  within
          three  months of the end of each  Operating  Year,  an annual  summary
          unaudited  statement  (an "Annual  Statement")  showing in  reasonable
          detail the calculation of the Royalty for the last completed Operating
          Year and showing all credits and deductions  added to or deducted from
          the amount due to the Holder;

     (c)  the holder (the "Holder") of the Net Smelter Royalty will have 45 days
          from the time of receipt  of the  Annual  Statement  to  question  the
          accuracy  thereof in writing and,  failing such objection,  the Annual
          Statement will be deemed to be correct and unimpeachable thereafter;

     (d)  if the Annual  Statement  is  questioned  by the  Holder,  and if such
          questions cannot be resolved between the Optionee and the Holder,  the
          Holder  will have 12 months  from the time of  receipt  of the  Annual
          Statement to have such audited, which will initially be at the expense
          of the Holder;

     (e)  the audited Annual  Statement will be final and  determinative  of the
          calculation  of the Royalty for the audited period and will be binding
          on the parties and any  overpayment of Royalty will be deducted by the
          Optionee  from the next  payment of Royalty  and any  underpayment  of
          Royalty will be paid forthwith by the Optionee;

     (f)  the  costs of the  audit  will be borne by the  Holder  if the  Annual
          Statement was accurate  within 1% or overstated the Royalty payable by
          greater  than 1% and will be borne by the  Optionee if such  statement
          understated the Royalty payable by greater than 1%. If the Optionee is
          obligated to pay for the audit it will forthwith  reimburse the Holder
          for any of the audit costs which it had paid;

     (g)  the Holder  will be  entitled to  examine,  on  reasonable  notice and
          during normal business hours, such books and records as are reasonably
          necessary  to verify  the  payment  of the  Royalty to it from time to
          time,  provided however that such  examination  shall not unreasonably
          interfere with or hinder the Optionee's operations or procedures; and

     (h)  if the  Optionee's  interest  in the  Claims is a Net  Smelter  Return
          royalty,  the Optionee's  accounting and reporting  obligations to the
          Holder under this  paragraph 3 will be limited to the delivery of such
          documentation as the Optionee receives from the operator of the Claims
          in respect of the payment by such  operator of Net Smelter  Returns to
          the Optionee.

4.  Notwithstanding  the provisions of section 3 hereof,  the Optionee shall pay
advances  on  account  of the Net  Smelter  Royalty  in the amount of $5,000 per
annum, payable semi-annually on August 1 and February 1 of each year, commencing
as of August 1, 2013,  which amounts when paid shall serve to reduce any amounts
otherwise payable under section 3 hereof.

5. The  determination  of the Royalty  hereunder  is based on the  premise  that
production  will be developed  solely from the Claims.  If the Claims and one or
more other  properties are  incorporated  in a single mining project and metals,
ores  or  concentrates  pertaining  to  each  are not  readily  segregated  on a
practical or equitable  basis,  the allocation of actual  proceeds  received and
<PAGE>
                                      -3-


deductions  therefrom will be negotiated between the parties and, if the parties
fail to agree on such allocation,  such will be referred to arbitration pursuant
to paragraph 5 of this Agreement.  In such  arbitration the arbitrator will make
reference to this Agreement and to practices used in mining  operations that are
of a similar nature.  The arbitrator will be entitled to retain such independent
mining  consultants  as he considers  necessary.  The decision of the arbitrator
will be final and binding on the parties.

6. Any matters in this Agreement which are to be settled by arbitration  will be
subject to the following:

     (a)  any  matter  required  or  permitted  to be  referred  to  arbitration
          pursuant to this Agreement  will be determined by a single  arbitrator
          to be appointed by the parties hereto;

     (b)  any party may refer any such matter to  arbitration  by written notice
          to the other and,  within 10 days after  receipt of such  notice,  the
          parties will agree on the appointment of an arbitrator. No person will
          be appointed as an arbitrator  hereunder  unless such person agrees in
          writing to act;

     (c)  if the  parties  cannot  agree on a single  arbitrator  as provided in
          subparagraph  (b),  either party may submit the matter to  arbitration
          (before a single arbitrator) in accordance with the ARBITRATION ACT of
          the Province of British Columbia (the "Act"); and

     (d)  except as  specifically  provided in this  paragraph,  an  arbitration
          hereunder will be conducted in accordance with the Act. The arbitrator
          will  fix a time and  place in  Vancouver,  British  Columbia  for the
          purpose of hearing the evidence and representations of the parties and
          he will preside over the  arbitration  and  determine all questions of
          procedure  not  provided for under such Act or this  paragraph.  After
          hearing any evidence and representations  that the parties may submit,
          the  arbitrator  will make an award and reduce the same to writing and
          deliver one copy thereof to each of the  parties.  The decision of the
          arbitrator will be made within 45 days after his appointment,  subject
          to any reasonable delay due to unforeseen  circumstances.  The expense
          of the arbitration will be paid as specified in the award. The parties
          agree  that  the  award of the  single  arbitrator  will be final  and
          binding upon each of them and will not be subject to appeal.

7. The holding of the Royalty will not confer upon the holder  thereof any legal
or beneficial  interest in the Claims.  The right to receive a percentage of Net
Smelter Returns as and when due is and will be deemed to be a contractual  right
only.  The right to receive a percentage of Net Smelter  Returns as and when due
will  not be  deemed  to  constitute  the  Holder  the  partner,  agent or legal
representative of the Optionee.

8. The Optionee may, if it is the operator of the Claims,  but will not be under
any duty to, engage in price  protection  (hedging) or speculative  transactions
such as futures contracts and commodity options in its sole discretion  covering
all or part of production from the Claims and, except in the case where Products
are  actually  delivered  and a sale  is  actually  consumed  under  such  price
protection or speculative transactions,  none of the revenues, costs, profits or
losses  from such  transaction  will be taken into  account in  calculating  Net
Smelter Returns or any interest therein;  provided however, that if the Optionee
delivers  Product  under a price  protection  or  speculative  program where the
<PAGE>
                                      -4-


proceeds derived therefrom are less than those that would have been received had
the  Product  been sold at the spot  price in  effect  at the time of sale,  the
Royalty payable to the Holder will be based on such spot price.

9. The Optionee  shall have a Right of First Refusal on the proposed sale by the
Holder of all or part of the Royalty as follows:

     (a)  if the Holder (in this paragraph called the "Offeror") intends to sell
          all or part of the Royalty (in this paragraph the  "Interest") it will
          first give notice in writing to the Optionee (in this paragraph called
          the  "Offeree")  of  such  intention   together  with  the  terms  and
          conditions on which the Offeror intends to sell the Interest;

     (b)  any  communication  of an intention to sell pursuant to this paragraph
          will be in writing  delivered in accordance  with  paragraph 13 hereof
          and will set out fully and clearly all of the terms and  conditions of
          any intended sale and such  communication will be deemed to constitute
          an offer  (the  "Offer")  by the  Offeror  to the  Offeree to sell the
          Interest  to the Offeree on the terms and  conditions  set out in such
          Offer;

     (c)  any Offer  made as  contemplated  in this  paragraph  will be open for
          acceptance  by the  Offeree  for a period  of 60 days from the date of
          receipt of the Offer by the Offeree;

     (d)  if  the  Offeree  accepts  the  Offer  within  the  time  provided  in
          subparagraph  (c), such acceptance will constitute a binding agreement
          of  purchase  and sale  between  the  Offeror  and the Offeree for the
          Interest on the terms and conditions set out in the Offer; and

     (e)  if the Offeree does not accept the Offer  within the time  prescribed,
          the Offeror  may  complete  the sale of the  Interest on the terms and
          conditions   set  out  in  the  Offer  or  on  terms  and   conditions
          substantially  similar to, but no more favourable  than, the terms and
          conditions set out in the Offer, within 90 days from the expiration of
          the right of the  Offeree  to accept  such Offer or the  Offeror  must
          again comply with the provisions of this paragraph.

10. The  operator  of the  Claims,  whether or not it is the  Optionee,  will be
entitled to:

     (a)  make all operational  decisions with respect to the methods and extent
          of mining and processing of ore, concentrate, dore, metal and products
          produced from the Claims;

     (b)  make all decisions relating to sales of such concentrate,  dore, metal
          and products produced; and

     (c)  make all  decisions  concerning  temporary or  long-term  cessation of
          operations.

11. All  capitalized  terms not otherwise  defined herein shall have the meaning
given to them in the Option  Agreement to which these Terms and Conditions  form
Schedule "B".
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>ex10-5.txt
<DESCRIPTION>AGREEMENT OF PURCHASE & SALE
<TEXT>
                                                                    Exhibit 10.5

                            WIDESCOPE RESOURCES INC.

April 5, 2010

VMS Ventures Inc.
#301 - 260 West Esplanade,
North Vancouver, BC  V7M 3G7

Attention: Richard J. Mark, CEO
Dear Sirs:

Re:  Agreement  of  Purchase  and  Sale  (the  "Agreement")   between  Widescope
     Resources Inc. (the "Purchaser") and VMS Ventures Inc. (the "Vendor")

This Agreement will confirm our understanding  that the Vendor is the sole legal
and beneficial  owner of a one hundred (100%) percent right,  title and interest
in and to those three  groups of Claims (as defined  below)  located in Manitoba
and more  particularly  known as the  South Bay  Property,  the  Thompson  North
Property and the Cedar Lake Property  (each a "Property"  and  collectively  the
"Properties") and the Vendor has now agreed to sell and the Purchaser has agreed
to purchase a one hundred percent (100%) right, title and interest in and to the
Claims,  on the terms and  conditions  hereinafter  set forth  subject  to a two
percent (2%) net smelter  returns  royalty  reserved by the Vendor (the "NSR" as
specified in Paragraph 3(b)).

1) INTERPRETATION

(a)  In this  Agreement  and in the recitals and  Schedules  hereto,  unless the
     context  otherwise  requires,  the  following  expressions  will  have  the
     following meanings:

     (i)  "Affiliate" has the meaning specified in National Instrument 45-106 as
          of the date hereof;

     (ii) "Claims"  means those certain  mineral  claims more  particularly  set
          forth and described in Schedule "A" attached hereto, together with all
          renewals or extensions thereof and all surface, water and ancillary or
          appurtenant  rights  attached or accruing  thereto,  and any leases or
          other  forms of  substitute  or  successor  mineral  title or interest
          granted, obtained or issued in connection with or in place of any such
          licenses  (including,  without  limitation,  any  licenses  staked and
          recorded  to  cover  internal  gaps or  factions  in  respect  of such
          ground);

     (iii)"Closing  Date"  means the date on which the sale and  purchase of the
          Claims is completed as determined pursuant to Section 3;

     (iv) "Common Shares" means  post-consolidation  common voting shares in the
          capital stock of the Purchaser; and

     (v)  "Exchange" means FINRA's OTCbb (or "OTCbb").

2) REPRESENTATIONS AND WARRANTIES

(a)  Each of the Purchaser and the Vendor  represents  and warrants to the other
     that:

     (i)  it is a body corporate duly formed,  organized and validly  subsisting
          under the laws of its incorporating jurisdiction;


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     (ii) it has full power and  authority to carry on its business and to enter
          into this  Agreement and any  agreement or  instrument  referred to or
          contemplated by this Agreement;

     (iii)the  execution  and  delivery  of this  Agreement  and any  agreements
          contemplated  hereby  will not  violate or result in the breach of the
          laws of any  jurisdiction  applicable or pertaining  thereto or of its
          constating documents; and

     (iv) it is  resident  in Canada  within  the  meaning of the INCOME TAX ACT
          (Canada).

(b)  The Vendor  represents  and warrants to, and covenants  with, the Purchaser
     that:

     (i)  it is duly qualified to acquire, explore and develop mineral claims in
          Manitoba;

     (ii) the Claims have been duly and validly staked and recorded  pursuant to
          the laws of Manitoba,  are  accurately  described in Schedule "A", are
          and will be in good standing  until their  respective  expiry dates as
          set out in Schedule "A", and are free and clear of all liens, charges,
          and encumbrances of any nature, except for the NSR;

     (iii)the Vendor has the  exclusive  right to enter into this  Agreement and
          to dispose of all interest in the Claims to the Purchaser,  subject to
          the NSR, in accordance with the terms of this Agreement;

     (iv) the Vendor is the sole legal,  beneficial  and  recorded  owner of the
          Claims;

     (v)  there are no outstanding  agreements or options to acquire or purchase
          the Claims or any portion thereof,  and no person, firm or corporation
          has any  proprietary  or  possessor's  interest in the Claims,  and no
          person  is  entitled  to any rent or  royalty  on the  Claims or other
          payment  in the  nature of rent or  royalty  on any  mineral  products
          derived from the Claims, other than the NSR;

     (vi) the  Purchaser may enter in, under or upon the Claims for all purposes
          of  this  Agreement   without  making  any  payment  to,  and  without
          accounting to or obtaining the  permission  of, any other person other
          than any payment required to be made under this Agreement;

     (vii)there  are  no  pending  or  threatened  adverse  claims,   challenges
          actions,  suits,  disputes or proceedings regarding the Claims nor, to
          the best of its knowledge, is there any basis therefor;

     (viii) to the best of its  knowledge,  conditions  on and  relating  to the
          Claims and  operations  conducted  thereon are in compliance  with all
          applicable  laws,  regulations  or orders  relating  to  environmental
          matters including, without limitation, waste disposal and storage;

     (ix) there  are  no   outstanding   orders  or   directions   relating   to
          environmental  matters  requiring any work,  repairs,  construction or
          capital expenditures with respect to the Claims and the conduct of the
          operations  related  thereto,  nor has it  received  any notice of the
          same,  and it is not aware of any  basis on which  any such  orders or
          direction could be made; and

     (x)  it is not aware of any  material  fact or  circumstance  which has not
          been disclosed to the Purchaser  which should be disclosed in order to
          prevent the  representations and warranties in this section from being
          misleading  or which may be  material in the  Purchaser's  decision to
          enter into this Agreement and acquire an interest in the Claims.


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Tel 604.904.8481 o Fax 604.904.9431 o Toll Free 1.888.602.2453
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(c)  The Purchaser  represents  and warrants to, and covenants  with, the Vendor
     that:

     (i)  it is duly incorporated and in good standing under the laws of British
          Columbia with respect to the filing of its annual reports;

     (ii) its Common Shares are quoted for trading on the Exchange;

     (iii)other  than  as  previously  disclosed  to the  Vendor,  it is in good
          standing  with  respect to its  filings  with the  Exchange,  and with
          respect  to  its  continuous   reporting  filing   requirements   with
          applicable Canadian securities regulators;

     (iv) the Shares (as defined  below)  when  issued to the Vendor  hereunder,
          will be issued as fully paid and  non-assessable  common  shares,  not
          subject  to any  trading  or escrow  restrictions,  other  than a hold
          period of four (4) months from the date of issuance of the Shares,  as
          required by Canadian securities regulations, and such hold period must
          be noted by a legend on the certificates representing the Shares;

     (v)  the issued share capital of the Purchaser is 10,883,452  common shares
          and  1,343,831   convertible  preferred  shares  and,  other  than  as
          disclosed in its public filings with the BC Securities  Commission and
          the  S.E.C.  (the  "Public  Record")  or  disclosed  in writing to the
          Purchaser there are no outstanding rights, options,  warrants or other
          entitlements to acquire any common shares of the Purchaser; and

     (vi) the audited financial  statements for the year ended December 31, 2008
          and the unaudited  financial  statements  for the fiscal period ending
          September  30, 2009 as found in the Public Record as true and complete
          in all material respects and present fairly the financial  position of
          the Purchaser as at the date thereof.

(d)  The representations and warranties hereinbefore set out:

     (i)  are true as at the  date  hereof  and  will be true as at the  Closing
          Date, are conditions on which the parties have relied in entering into
          this  Agreement,  and will survive the  acquisition of any interest in
          the Claims by the  Purchaser,  and each party will  indemnify and save
          the other  harmless from all loss,  damage,  costs,  actions and suits
          arising out of or in connection with any breach of any representation,
          warranty,  covenant,  agreement  or  condition  made by such party and
          contained in this Agreement; and

     (ii) will  continue for a period of three (3) years after the Closing Date,
          and neither party will be entitled to assert any claim or action for a
          breach of a representation or warranty hereinbefore set out, unless it
          is commenced within such time period.

3) AGREEMENT TO PURCHASE

(a)  Upon and subject to the terms and conditions of this Agreement,  the Vendor
     hereby  irrevocably  agrees to sell and the  Purchaser  hereby  irrevocably
     agrees to purchase an undivided One Hundred Percent (100%) right, title and
     interest  in and to the  Claims,  free  and  clear of all  liens,  charges,
     royalties,  encumbrances  and claims  whatsoever,  except for the NSR.  The
     purchase price for the Claims shall be the sum of $361,000, payable as to a
     $1,000 cash deposit due forthwith  upon  execution of this Agreement and as


#208 - 828 Harbourside Drive, North Vancouver, BC V7P 3R9
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3573070.4
<PAGE>
                                      -7-


     to $360,000 by the issuance of 6,000,000 post  consolidation  Common Shares
     of the Purchaser (the  "Shares") at a deemed price of $0.06 per Share.  The
     date of  completion  of the purchase  and sale of the Claims (the  "Closing
     Date") shall be such date as may be  established by the Purchaser but shall
     in no event be later one  hundred  and  twenty  (120) days from the date of
     this Agreement.

(b)  The Vendor shall  retain a two percent  (2.0%) Net Smelter  Return  royalty
     (the "NSR" as hereinafter defined) on each of the Properties, which royalty
     the Vendor shall be entitled to register against title to the Properties to
     the extent permitted under the laws of Manitoba. "NET SMELTER RETURN" means
     the amount of money  actually  received from the sale of any  production of
     ores  including  bulk samples mined or extracted from the Properties at any
     time (except such ores,  minerals and metals as are removed for the purpose
     of making assays or tests) including after the date on which the Properties
     comes into  commercial  production or from the sale of the  concentrates or
     other  products  derived  therefrom  less, to the extent that they were not
     deducted by the purchaser in determining the purchase price therefore,  all
     treatment charges or penalties incurred with respect thereto;  all costs or
     expenses incurred with respect to insurance,  freight, trucking,  handling,
     and/or sampling and assaying of ores, concentrates or other products in the
     case of ores and concentrates or other products; any federal, provincial or
     municipal tax or levy of a sales or value-added  nature assessed against or
     payable by the vendor  thereof;  and, if applicable,  any costs or expenses
     (including, without limitation,  penalties) incurred with respect to custom
     smelting, refining or similar treatment of such ores, minerals, or metals.

(c)  The  Purchaser  shall have the option  (the  "BUY-OUT  OPTION") to purchase
     fifty percent of the NSR in respect of each of the three Properties (namely
     one percent (1%) per Property) for consideration of $1,000,000 per Property
     thereby  reducing the NSR to one percent (1.0%).  The Buy-Out Option may be
     exercised by the Purchaser delivering a notice to the Vendor at any time on
     or before the first  anniversary of the date of  commencement of commercial
     production  from the Property  with respect to which the Buy-Out  Option is
     being exercised.

4) CONDITIONS PRECEDENT

The right of the  Purchaser  to acquire  the Claims is subject to the  following
conditions precedent, to be satisfied on or before the Closing Date:

(a)  The  Vendor  shall  provide  all  assistance  reasonably  required  by  the
     Purchaser  to obtain any  required  regulatory  acceptance  of this  Letter
     Agreement,  including  reasonable  documentation,   as  determined  by  the
     Purchaser,  necessary to obtain any required regulatory  acceptance of this
     Agreement.

(b)  On or before the Closing Date the Purchaser  shall have completed a private
     placement of post  consolidation  Common Shares at $0.05 with the Vendor so
     as to raise $500,000 and shall have completed a further  private  placement
     of units at $0.06 so as to raise a further  $600,000 with each such unit to
     be comprised of one post consolidation  Common Share and one Warrant having
     an exercise price of $0.06.

(c)  On or before the  Closing  Date the  Purchaser  shall have  caused  certain
     principals of the Purchaser to sell 800,000 post  consolidation  previously
     issued  shares of the  Purchaser  to the  Vendor  at a price of $0.025  per
     share.

(d)  Effective  as of the Closing Date the  Purchaser  shall have granted to the
     Vendor a pre-emptive right to subscribe for any additional securities to be
     issued by the  Purchaser up to the Vendor's  then pro rata  interest in the


#208 - 828 Harbourside Drive, North Vancouver, BC V7P 3R9
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<PAGE>
                                      -8-


     Purchaser,  such pre-emptive  right to be evidenced by an agreement in form
     satisfactory  to the parties,  acting  reasonably (the  "Pre-emptive  Right
     Agreement").

(e)  On or before the Closing Date the Purchaser shall have caused four nominees
     of the  Vendor  to have  been  elected  and/or  appointed  to the  board of
     directors of the Vendor, which board shall be constituted of a total of six
     directors.

5) CLOSING

(a)  On the Closing  Date,  the Vendor shall deliver or cause to be delivered to
     the Purchaser:

     (i)  certified copy of directors  resolutions of the Vendor  approving this
          Agreement and the sale of the Claims to the Purchaser;

     (ii) a certificate  of a senior officer of the Vendor  certifying  that the
          representations  and  warranties  of the Vendor set out in  Paragraphs
          2(a) and (b) are true and correct as at the Closing Date;

     (iii)transfers  and such other  documents  as are  required to transfer the
          Claims to the Purchaser;

(b)  On the Closing Date,  the Purchaser  shall deliver or cause to be delivered
     to the Vendor:

     (i)  certified  copy of directors  resolutions  of the Purchaser  approving
          this Agreement and transactions set out therein  including the payment
          of the  Purchase  Price in Common  Shares  and the  Pre-emptive  Right
          Agreement;

     (ii) a certificate of a senior officer of the Purchaser certifying that all
          of the  conditions  precedent in Paragraph 4 have been  satisfied  and
          that the  representations  and  warranties of the Purchaser set out in
          Paragraphs 2(a) and (c) are true and correct as at the Closing Date;

     (iii) the Shares as payment of the balance of the Purchase Price; and

     (iv) the Pre-emptive Right Agreement.

6) POST CLOSING CONVENANTS

The parties shall use all commercially and reasonable efforts to:

(a)  secure a listing of the common  shares of the  Purchaser on the TSX Venture
     Exchange as soon as possible following the Closing Date; and

(b)  complete a private  placement of shares or units of the  Purchaser so as to
     raise an minimum of $3,000,000,  a portion of which shall be done on a flow
     through basis, on terms and conditions  acceptable to both parties,  acting
     reasonably.


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7) OPERATOR

The  Purchaser  shall have the right to appoint an operator on and in respect of
the Claims and may appoint itself as operator.

8) INDEMNITY

The Vendor agrees to indemnify and save harmless the Purchaser  from and against
all suits,  claims,  demands,  losses and expenses that directly  arise from the
Vendor's activities on the Claims.

9) CONFIDENTIALITY OF INFORMATION

Each party agrees that all information  obtained hereunder will be the exclusive
property of the parties and not  publicly  disclosed  or used other than for the
activities  contemplated hereunder except as required by law or by the rules and
regulations of any regulatory authority or stock exchange having jurisdiction or
with the prior  written  consent  of the other  party,  such  consent  not to be
unreasonably withheld.

10) DEFAULT

In the  event  that  the  Purchaser  is in  default  of  any of its  obligations
hereunder, the Purchaser will not lose any rights under this Agreement until the
Vendor has given to the Purchaser  notice of such default and the Purchaser does
not take any reasonable  steps to cure such default within thirty (30) days from
the Purchaser's receipt of such notice.

11) NOTICE

(a)  Any notice, direction or other instrument required or permitted to be given
     under this Agreement will be in writing and may be given by the delivery of
     the same or by mailing the same by prepaid  registered or certified mail or
     by sending the same by telecopier  or other similar form of  communication,
     in each case  addressed  to the  addresses of the parties as set out on the
     first page of this Agreement, and if sent by telecopier, as follows:

     i)   if to the Vendor at:

          Fax No.: (604) 986-2021
          Attention:  Mr. Richard J. Mark, CEO

     ii)  if to the Purchaser at:

          Fax No.: (604) 904 9431
          Attention: Mr. Douglas Ford, Director

(b)  Any notice,  direction or other instrument aforesaid will, if delivered, be
     deemed to have been  given and  received  on the day it was  delivered;  if
     telecopied,  be deemed to have been given and received on the next business
     day following transmission; and if mailed, be deemed to have been given and
     received on the fifth day following the day of mailing, except in the event
     of disruption of the postal services,  in which event notice will be deemed
     to be given and received only when actually received.

(c)  Any party  may at any time give to the  other,  notice  in  writing  of any
     change of address or telecopier number of the party giving such notice, and
     from and after the giving of such notice,  the address or telecopier number


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                                      -10-


     therein  specified will be deemed to be the address or telecopier number of
     such party for the purposes of giving notice hereunder.

12) GENERAL

(a)  This Agreement  constitutes  the entire  agreement  between the parties and
     replaces and supersedes all prior  agreements,  memoranda,  correspondence,
     communications,   negotiations  and  representations,   whether  verbal  or
     written,  express or implied,  statutory or  otherwise  between the parties
     with respect to the subject matter herein.

(b)  No modification or amendment to this Agreement may be made unless agreed to
     by the parties in writing.

(c)  The Vendor's  interest and the  Purchaser's  interest in this Agreement and
     the  Claims  are not  assignable,  in whole or in part,  provided  that the
     Vendor  shall be entitled to assign  this  Agreement,  and the Claims to an
     Affiliate,  upon notice in writing to the Purchaser,  and provided that the
     Affiliate agrees to be bound by the terms of this Agreement.

(d)  The parties  agree that  neither this  Agreement  nor payment of any monies
     hereunder shall be construed as forming a partnership.

(e)  Time is of the essence of this Agreement.

(f)  The  parties  hereto  agree  that  they and each of them will  execute  all
     documents  and do all acts and things  within  their  respective  powers to
     carry out and implement the provisions or intent of this Agreement.

(g)  The headings to the respective  sections  herein will not be deemed part of
     this  Agreement  but will be regarded  as having been used for  convenience
     only.

(h)  All references to monies  hereunder will be in Canadian funds. All payments
     to be made to any party hereunder will be made by cash, certified cheque or
     bank draft  mailed or  delivered  to such party at its  address  for notice
     purposes as provided herein,  or for the account of such party at such bank
     or banks in Canada as such party may designate from time to time by written
     notice.  Said  bank or banks  will be deemed  the agent of the  designating
     party for the purpose of receiving, collecting and receipting such payment.

(i)  This Agreement will enure to the benefit of and be binding upon the parties
     hereto and their respective successors and permitted assigns.

(j)  In the event  any  provision  of this  Agreement  will be  deemed  invalid,
     unenforceable  or void,  in whole or in  part,  by any  court of  competent
     jurisdiction,  the remaining terms and provisions will remain in full force
     and effect.

(k)  This Agreement will be governed and interpreted in accordance with the laws
     of British Columbia and the laws of Canada applicable therein.  All actions
     arising from this  Agreement will be commenced and prosecuted in the courts
     of British  Columbia,  sitting in the city of  Vancouver,  and the  parties
     hereby attorn to the jurisdiction thereof.

(l)  This Agreement and the  obligations of the Purchaser  hereunder are in each
     case  subject  to the  acceptance  for  filing  of  this  Agreement  by the
     Exchange, if required, on behalf of the Purchaser.


#208 - 828 Harbourside Drive, North Vancouver, BC V7P 3R9
Tel 604.904.8481 o Fax 604.904.9431 o Toll Free 1.888.602.2453
3573070.4
<PAGE>
                                      -11-


(m)  This Agreement may be executed in any number of counterparts  with the same
     effect as if all parties to this Agreement had signed the same document and
     all counterparts will be construed together and will constitute one and the
     same instrument and any facsimile signature shall be taken as an original.

If the foregoing terms and conditions,  and the attached  schedules which form a
part of this  Agreement,  accurately set out our mutual  understandings,  please
indicate  your  acceptance  by signing  this letter  where  indicated  below and
returning to us the enclosed copy duly signed.

                                       Yours very truly,

                                       WIDESCOPE RESOURCES INC.


                                       Per: /s/ Douglas E. Ford
                                           -------------------------------------
                                           Douglas E. Ford, Director

Terms and conditions approved as of the date first above written.

                                       VMS VENTURES INC.


                                       Per: /s/ Richard Mark
                                           -------------------------------------
                                           Richard Mark, President



#208 - 828 Harbourside Drive, North Vancouver, BC V7P 3R9
Tel 604.904.8481 o Fax 604.904.9431 o Toll Free 1.888.602.2453
3573070.4
<PAGE>
          THIS IS SCHEDULE "A" TO THE AGREEMENT DATED JANUARY 21, 2010

                        Between: Widescope Resources Inc.

                                    -- and --

                                VMS Ventures Inc.


                              DESCRIPTION OF CLAIMS

Claim Number   Claim Name    Claim Recorded    Expiry Date    Area     Grouping
- ------------   ----------    --------------    -----------    ----     --------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>ex10-6.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>
                                                                    Exhibit 10.6



                            STOCK PURCHASE AGREEMENT

                                   DATED AS OF

                                  APRIL 7, 2010

                                 BY AND BETWEEN

                             MADJAK MANAGEMENT LTD.

                                  ("PURCHASER")

                                       AND

                             WIDESCOPE RESOURCES INC

                                   ("SELLER")
<PAGE>
                            STOCK PURCHASE AGREEMENT

             This STOCK PURCHASE AGREEMENT dated as of April 7, 2010

by and between Madjak  Management Ltd., a corporation  formed and existing under
the  laws  of the  Province  of  British  Columbia,  Canada  ("Purchaser"),  and
Widescope  Resources  Inc., a corporation  formed and existing under the laws of
the Province of British Columbia, Canada ("Seller").

                                   WITNESSETH:

WHEREAS,  Seller is the record  holder  and  beneficial  owner of seven  million
(7,000,000)  common shares (the "Shares") of Outback  Capital Inc.  ("Outback");
and

WHEREAS, Seller desires to sell, and Purchaser desires to purchase the Shares on
the terms and subject to the conditions set forth in this Agreement.

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

1. DEFINITIONS.

For purposes of this Agreement,  the following terms have the meanings set forth
below:

     "Action" means any action, complaint, petition, investigation, arbitration,
     suit or other proceeding,  whether civil or criminal,  at law or in equity,
     or before any arbitrator or Governmental Entity.

     "Affiliate" means a Person that directly, or indirectly through one or more
     intermediaries,  Controls,  or is Controlled by, or is under common Control
     with, the Person specified.

     "Agreement" means this Stock Purchase Agreement, as the same may be amended
     from time to time in accordance with the terms hereof.

     "Approval"  means any approval,  authorization,  consent,  qualification or
     registration, or extension, modification, amendment or waiver of any of the
     foregoing,  required to be obtained from or any notice,  statement or other
     communication  required to be filed with or delivered to, any  Governmental
     Entity..

     "Business" means the business of exploring and developing  mineral resource
     properties in Manitoba and related  activities  as currently  carried on by
     Outback.

     "Closing" has the meaning set forth in Section 3.1.

     "Closing Date" has the meaning set forth in Section 3.2.
<PAGE>
     "Confidential Information" means any information that the Seller have taken
     reasonable  efforts to  protect,  in  whatever  form or medium,  concerning
     Outback or the  operations or affairs of the  Business,  excluding any such
     information  which as of the date of this  Agreement is generally  known by
     the public,  or becomes generally known by the public following the date of
     this Agreement.

     "Contract" means any agreement,  arrangement, bond, commitment,  franchise,
     indemnity, indenture,  instrument, lease, license, security agreement, sale
     or purchase order, or understanding whether or not in writing.

     "Control" means any Person that holds or is one of a combination of Persons
     that holds a sufficient  number of any of the securities of an issuer so as
     to affect  materially  the control of that issuer,  or more than 20% of the
     outstanding  voting  securities of an issuer except where there is evidence
     showing that the holding of those securities does not affect materially the
     control of that issuer.

     "Cougar  Agreement"  means the Option and  Agreement  of Purchase  and Sale
     between Cougar Minerals Corporation and Outback dated as of April 6, 2009.

     "Encumbrance"  means  any  claim,  charge,  easement,  encumbrance,  lease,
     security interest,  lien,  pledge,  restriction  (whether on voting,  sale,
     transfer,  disposition  or  otherwise),  except  for  any  restrictions  on
     transfer  generally  arising  under any  applicable  Securities  Law of any
     Governmental  Entity;  provided,  however,  that  "Encumbrance"  shall  not
     include any such item that (i) is reflected  or disclosed in the  Financial
     Statements  (ii) is not material in amount,  (iii)  constitutes a statutory
     lien arising in the ordinary course of business, (iv) does not singly or in
     the aggregate  with other such items  materially  detract from the value of
     the  property  or  materially  detract  from or  interfere  with the use of
     property in the ordinary conduct of the Business as presently conducted, or
     (v) would not otherwise constitute a Material Adverse Circumstance.

     "Environmental  Law" means all applicable Laws related to the protection of
     the environment and health and safety of the workplace including any Law or
     regulation   applicable  thereto,   including,   without  limitation,   the
     COMPREHENSIVE  ENVIRONMENTAL  RESPONSE,  COMPENSATION  AND LIABILITY ACT of
     1980,  as  amended,  (42  U.S.C.  Section  9601  et.  Seq.),  the  RESOURCE
     CONSERVATION  AND RECOVERY ACT of 1976, (42 U.S.C.  Section 6901 et. seq.),
     the CLEAN WATER ACT, (33 U.S.C.  Section 446 et.  seq.),  the SAFE DRINKING
     WATER  ACT,  (U.S.C.  Sections  1401-1450),  and  the  HAZARDOUS  MATERIALS
     TRANSPORTATION  ACT, (49 U.S.C.  Section 1801 et. seq.),  all of the United
     States of America, and, in Canada, the WASTE MANAGEMENT ACT, R.S.B.C. 1996,
     c. 482, ENVIRONMENTAL  ASSESSMENT ACT, R.S.B.C. 1996, c. 119, ENVIRONMENTAL
     PROTECTION  AND  ENHANCEMENT  ACT  S.A.  1992,  c.  E-13.3,  SPECIAL  WASTE
     MANAGEMENT   CORPORATION   ACT,  S.A.   1982,   c.  S-21.5,   and  CANADIAN
     ENVIRONMENTAL PROTECTION ACT, R.S.C. 1985, c. 22.

     "Financial  Statements" means the unaudited financial statements of Outback
     as prepared by management dated as of December 31, 2009.

                                       2
<PAGE>
     "Governmental  Entity" means any government or any agency,  bureau,  board,
     commission, court, department, official, political subdivision, tribunal or
     other instrumentality of any government, whether federal, state, provincial
     or local, domestic or foreign.

     "Income  Tax  Return"  means a Tax  Return  required  to be  supplied  to a
     Governmental  Entity  with  respect  to  Income  Taxes,  including,   where
     permitted or required,  combined or  consolidated  returns for any group of
     Persons that includes a Outback.

     "Income  Taxes"  means  all  Taxes  based  on or  measured  by  net  income
     (including  any  interest  and  penalties  and  addition  to tax  (civil or
     criminal)  related  thereto or to the  nonpayment  thereof),  not including
     withholding or tollgate taxes.

     "Intellectual  Property" means any patent,  patent  disclosure,  trademark,
     service mark, trade dress,  logo,  trade name,  copyright or mask work, any
     registration,  or application  for any of the  foregoing,  and any computer
     software  (including source and object codes),  computer program,  computer
     data base or  related  documentation  or  materials,  data,  documentation,
     manual, trade secret,  confidential business information  (including ideas,
     formulas, compositions,  inventions, know-how, manufacturing and production
     processes and techniques,  research and development information,  drawings,
     designs,  plans,  proposals and technical  data,  financial,  marketing and
     business  data,  and pricing and cost  information)  or other  intellectual
     property right (in whatever form or medium).

     "Knowledge"  with respect to the Seller means the actual  knowledge of each
     of them and with respect to Purchaser means the actual  knowledge of any of
     the Purchaser's directors, officers and management personnel.

     "Law" means any constitutional  provision,  statute, law, rule, regulation,
     executive order,  Permit,  decree,  injunction,  judgment,  order,  ruling,
     award, determination, finding or writ of any Governmental Entity.

     "Material  Adverse  Circumstance"  means (a) with  respect to Outback,  any
     fact, circumstance or condition that would reasonably be expected to have a
     material  adverse effect on the Business,  or on the operations,  assets or
     financial  condition  of  Outback,  in either  case  taken as a whole,  but
     excluding  any  fact,  circumstance  or  condition  that  (i) is  generally
     applicable to the industries in which Outback  operates,  (ii) is generally
     applicable  to the economy or securities  markets,  (iii) is set forth in a
     Schedule hereto, or (iv) results from the transactions  contemplated hereby
     or the identity of Purchaser;  and (b) with respect to the  Purchaser,  any
     fact, circumstance or condition that would reasonably be expected to have a
     material  adverse effect on the Business,  or on the operations,  assets or
     financial condition of the Purchaser,  in either case taken as a whole, but
     excluding  any  fact,  circumstance  or  condition  that  (i) is  generally
     applicable to the industries in the Purchaser  operates,  (ii) is generally
     applicable  to the economy or securities  markets,  (iii) is set forth in a
     Schedule hereto, or (iv) results from the transactions contemplated hereby.

                                       3
<PAGE>
     "Material  Contract"  means each Contract to which Outback is a party or to
     which a Constituent Company or any of its properties is subject or by which
     any  thereof  is bound or that (a)  obligates  Outback  to pay an amount in
     excess of $10,000 during the year ending  December 31, 2010, (b) relates to
     the sale of goods  and/or  the  provision  of  services  pursuant  to which
     Outback  expects to accrue  revenue  in excess of  $10,000  during the year
     ending  December 31, 2010,  (c) provides for an extension of credit,  other
     than  extensions of credit to customers on terms  consistent  with industry
     practice,  (d)  limits or  restricts  the  ability of Outback to compete or
     otherwise  to conduct its  Business in any  material  manner or place,  (e)
     provides for a guaranty for borrowed  money by Outback or in respect of any
     Person other than Outback,  or (f) creates a general or limited partnership
     or joint venture.

     "Order" means any decree,  injunction,  judgment, order, ruling, assessment
     or writ.

     "Permit" means any license, permit, franchise,  certificate of authority or
     Order, or any waiver of the foregoing, issued by any Governmental Entity.

     "Person"  means  an  individual,  a  corporation,   a  general  or  limited
     partnership,  a limited liability  company,  an association,  a joint stock
     company,  a trust, a joint venture,  an  unincorporated  organization  or a
     Governmental Entity.

     "Pre-Closing  Period" means, with respect to Outback, any Tax Period ending
     on or before the Closing Date and the portion of any Straddle Period ending
     on the Closing Date.

     "Purchase Price" has the meaning set forth in Section 2.2.

     "Purchaser" has the meaning set forth in the preamble hereto.

     "Purchaser  Disclosure  Documents"  means any documents  filed by Purchaser
     with any Governmental Entity pursuant to any Securities Laws.

     "Purchaser  Indemnitees"  means  each  of  Purchaser,  and  its  directors,
     officers, employees, Affiliates, agents and assigns.

     "Securities  Laws" means the U.S.  SECURITIES ACT of 1933, as amended,  the
     SECURITIES  ACT (British  Columbia)  and the  equivalent  Laws in the other
     states of the United States and in the other  provinces of Canada,  and the
     published policies of any Governmental Entity administering those statutes.

     "Securities Act of 1933" means the U.S.  Securities Act of 1933, as amended
     (15 U.S.C.ss.77a ET SEQ.

     "Securities Act (British  Columbia)" means the British Columbia  SECURITIES
     ACT; RSBC 19 ,c.

     "Securities  Reports" has the meaning ascribed to that term in Section 5.22
     hereof.

     "Seller" has the meaning set forth in the preamble hereto.

                                       4
<PAGE>
     "Seller  Indemnitee"  means  the  Seller  and  its  respective   employees,
     Affiliates, agents, assigns, heirs and personal representatives.

     "Shares" has the meaning set forth in the preamble hereto..

     "Straddle Period" means, with respect to the Constituent Companies, any Tax
     Period that begins before and ends after the Closing Date.

     "Tax" means any federal,  state,  provincial,  local or foreign net income,
     gross income, gross receipts,  sales, goods and services,  use, ad valorem,
     transfer,  franchise,   profits,  license,  lease,  withholding,   payroll,
     employment,   pension,  excise,  severance,  stamp,  occupation,   premium,
     property,  windfall profits,  customs, duties or other tax, fee, assessment
     or  charge,  including  any  interest,  penalty  or  addition  thereto  and
     including  any  liability  for  the  Taxes  of any  Person  under  Treasury
     Regulation  Section 1.1502-6 (or any similar  provision of state,  local or
     foreign  Law),  and any  liability in respect of any Tax as a transferee or
     successor, by Law, contract or otherwise.

     "Tax Act" means the INCOME TAX ACT (Canada).

     "Tax  Code"  means  the  Internal  Revenue  Tax Code of 1986  (U.S.A.),  as
     amended.

     "Tax Period"  means,  with respect to any Tax, the period for which the Tax
     is reported as provided under applicable Tax Laws.

     "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 any amendment thereto or modification thereof.

2. BASIC TRANSACTION.

2.1 PURCHASE AND SALE OF SHARES.

Subject to the terms and conditions of this Agreement, the Seller agrees to sell
the Shares  beneficially  owned by the Seller,  and to deliver the  certificates
evidencing  such Shares,  and Purchaser  agrees to purchase such Shares from the
Seller,  for the  consideration  hereinafter set forth.  The stock  certificates
representing  the  Shares  will  be  properly   endorsed  for  transfer  to,  or
accompanied by a duly executed stock power in favor of,  Purchaser and otherwise
in a form acceptable for transfer on the books of the Constituent Companies.

2.2 PURCHASE PRICE.

The aggregate  purchase price for the Shares (the "Purchase  Price") shall be an
amount  equal  to  the  book  value  of  all of the  Tangible  Assets  less  all
liabilities.  As at the date of this Agreement,  the Purchase Price is estimated
to be $61,365 Canadian dollars payable by cash on closing. The Purchase Price is
subject to  reduction by an amount not greater  than  $19,284,  depending on the
outcome of the April 30, 2010 payment due to Outback under the Cougar Agreement

                                       5
<PAGE>
3. CLOSING AND CLOSING DATE.

3.1 CLOSING.

Unless this Agreement has been terminated  prior to closing (the "Closing") will
take place at the offices of the Seller,  #208 - 828  Harbourside  Drive,  North
Vancouver,  British Columbia V7P 3R9, on the earlier to occur of May 10, 2010 or
the second  business day after the  satisfaction or waiver of all of the Closing
conditions  set forth in Sections 9.1, 9.2 and 9.3, or at such other place or on
such other date as Purchaser and the Seller may agree.

3.2 CLOSING DATE.

The date on which  the  Closing  actually  takes  place is  referred  to in this
Agreement  as the  "Closing  Date." The Closing  will be deemed for all purposes
under this Agreement to have occurred as of 12:01 a.m.,  Vancouver  time, on the
Closing Date.

3.3 DELIVERIES AT THE CLOSING.

At the  Closing,  (a) the Seller  will  deliver to  Purchaser  the  certificates
referred to in Section 9.2(c) and the resignations of certain Directors referred
to in Section  9.2(d),  (b) Purchaser will deliver to the Seller the certificate
referred to in Section  9.3(c),  (c) the Seller will  deliver to  Purchaser  the
stock certificates representing the Shares, properly endorsed for transfer to or
accompanied by duly executed stock powers in favor of Purchaser and otherwise in
a form  acceptable  for  transfer on the books of Outback,  (d)  Purchaser  will
deliver to the  Seller,  the cash  portion of the  Purchase  Price by  certified
check, less any deposit paid.

4. REPRESENTATIONS AND WARRANTIES BY SELLER.

The Seller represents and warrants to Purchaser that the statements contained in
this Section 4 are correct and complete as of the date of this  Agreement and as
of the Closing Date, unless such  representations  and warranties by their terms
speak as of an earlier  date,  in which case they shall be true and correct,  or
true and correct in all material respects,  as the case may be, as of such date.
For purposes of this Section 4, any documents or information indicated as having
been made  available to Purchaser  will be deemed to have been so made available
if they  have  been  delivered  or made  available  to  Purchaser  or any of its
representatives or agents prior to the date of this Agreement.

4.1 ORGANIZATION, QUALIFICATION AND CORPORATE POWER.

Outback is a corporation  duly organized,  validly existing and in good standing
under the Laws of the  province  in which it was  incorporated.  Outback has all
requisite  power and authority to own,  lease and operate its  properties and to
carry on its Business as presently being conducted. Outback 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  failure  to be so
qualified is not a Material Adverse Circumstance.

                                       6
<PAGE>
4.2 AUTHORIZATION OF TRANSACTION; NO CONFLICTS.

The Seller is legally  competent and has the  authority to execute,  deliver and
perform his  obligations  under this Agreement,  and this  Agreement,  when duly
executed and  delivered by  Purchaser,  constitutes  a legally valid and binding
obligation of the Seller,  enforceable against the Seller in accordance with its
terms,  except as may be  limited  by  bankruptcy,  insolvency,  reorganization,
moratorium  and other  similar  Laws and  equitable  principles  relating  to or
limiting creditors' rights generally. The execution, delivery and performance of
this  Agreement  by the Seller will not (i) violate,  or  constitute a breach or
default (whether upon lapse of time and/or the occurrence of any act or event or
otherwise) under the charter documents or by-laws of Outback, (ii) result in the
imposition  of any  Encumbrance  against any material  assets or  properties  of
Outback,  or (iii) violate any Law,  except for any such  violations,  breaches,
defaults and  impositions  as would not in the  aggregate  constitute a Material
Adverse Circumstance.  The execution, delivery and performance of this Agreement
by the Seller will not require any Approvals to be obtained, except for any such
Approvals the failure of which to receive would not in the aggregate  constitute
a Material Adverse Circumstance or have a material adverse effect on the ability
of the Seller to consummate the transactions contemplated by this Agreement.

4.3 CAPITALIZATION.

Schedule A sets forth for Outback (a) the number of authorized shares of capital
stock,  (b) the  number of issued  and  outstanding  shares of each class of its
capital  stock,  (c) the number of shares of its capital stock held in treasury,
and (d) the names of its  directors  and elected  officers.  The Seller has made
available  to  Purchaser  correct  and  complete  copies of the  Certificate  of
Incorporation and by-laws of Outback, each as amended to date. All of the issued
and outstanding shares of capital stock of Outback (i) have been duly authorized
and are validly issued,  fully paid and non assessable,  (ii) were not issued in
violation of any preemptive or other rights, and (iii) were issued in compliance
with all  applicable  Securities  Laws.  The  Seller  holds of  record  and owns
beneficially all of the outstanding  Shares in the amounts set forth in Schedule
A, free and clear of any restrictions on transfer (other than restrictions under
the Securities Act; and applicable  state  Securities  Laws; and pursuant to the
constating  documents  of  Outback),  Taxes,  Encumbrances,  options,  warrants,
purchase  rights,  Contracts,  commitments,   equities,  claims  or  demands  or
agreements  of any kind and has full  power  and  legal  right to sell,  assign,
transfer  and  deliver  the  same.   Assuming   the   accuracy  of   Purchaser's
representation  and  warranty set forth in Section 5.5 of this  Agreement,  upon
delivery to Purchaser of the stock  certificates  representing  the Shares (duly
endorsed for transfer or with properly executed stock powers attached  thereto),
and upon  Seller'  receipt of the  Purchase  Price,  good and valid title to the
Shares   will  pass  to   Purchaser,   free  and  clear  of  all   Encumbrances,
subscriptions,   options,   warrants,   calls,  proxies,  rights,   commitments,
restrictions or agreements of any kind. No dividends or distributions  have been
declared  with respect to Outback's  outstanding  capital  stock,  the record or
payment date for which is on or after the date of this Agreement. Outback is not
in  default  under  or  in  violation  of  any  provision  of  their  respective
Certificates  of  Incorporation  or by-laws.  Except as set forth on Schedule A,

                                       7
<PAGE>
Outback does not control  directly or  indirectly  or has any direct or indirect
equity  or  other  participation  in any  Person  or any  right  (contingent  or
otherwise) to acquire the same.

4.4 FINANCIAL STATEMENTS.

     (a)  Statements.  The Seller has  delivered  the  Financial  Statements  to
          Purchaser.  The Financial  Statements have been prepared in accordance
          with  generally  accepted  accounting  principles  applied  on a basis
          consistent  with prior  periods  and  present  fairly in all  material
          respects the  financial  position and results of operations of Outback
          as of their historical dates and for the periods indicated.

     (b)  Certain  Changes.  Since  the  Financial  Statement  Date to the  date
          hereof,  there has not been, occurred or arisen any change in or event
          affecting Outback that constitutes, or reasonably would be expected to
          constitute, a Material Adverse Circumstance.

     (c)  No Other Material Liabilities.  As of the date hereof, Outback has not
          incurred  or  agreed  to  incur  any  liabilities  (including  capital
          expenditures)  in excess of $10,000  that would,  in  accordance  with
          historical practices and procedures.

4.5 ACCOUNTS RECEIVABLE.

The accounts receivable  associated with the Business reflected in the Financial
Statements  are bona fide  receivables,  accounted  for in  accordance  with the
Seller's  historical  practices and  procedures,  representing  amounts due with
respect to sales  actually made or services  actually  performed in the ordinary
course of the operation of the Business.

4.6 TAX MATTERS.

All material Income Tax Returns  required to be filed by or on behalf of Outback
have been duly filed,  such Income Tax Returns are  complete and accurate in all
material respects,  and all Taxes shown to be payable on such Income Tax Returns
have been paid in full on a timely  basis,  other than Taxes being  contested in
good faith or where the failure to make payment could not reasonably be expected
to constitute a Material Adverse Circumstance.

4.7 MATERIAL CONTRACTS.

Each  Material  Contract is valid and in full force and effect  according to its
terms,  and Outback has  performed  its  obligations  thereunder in all material
respects (to the extent such obligations have accrued), and is not in default or
breach under any such Material Contract, except where such failure to be in full
force and  effect  or  default  or  breach  would  not,  individually  or in the
aggregate,  constitute  a Material  Adverse  Circumstance.  Consummation  of the
transactions  contemplated  by this  Agreement  will not (and  will not give any
Person a right to) terminate or modify any material  rights of, or accelerate or
augment any material  obligation of Outback under any Material Contract,  except
for  any  of  the  foregoing  that  would  not  constitute  a  Material  Adverse
Circumstance.

                                       8
<PAGE>
4.8 REAL AND PERSONAL PROPERTY; TITLE TO PROPERTY; LEASES.

To the Knowledge of the Seller, Outback has title to or other right to use, free
of  Encumbrances,  (i) all  items of real  property  material  to the  Business,
including fees,  leaseholds and all other  interests in such real property,  and
(ii)  such  other  tangible  assets  and  properties  that are  material  to the
Business, including, but not limited to, all such assets that it purports to own
or have the right to use as reflected in the  Financial  Statements or that were
thereafter  acquired,  except, in any such case, for (a) liens for Taxes not yet
due or matters  otherwise  described to Purchaser  (whether or not such liens or
other  matters  constitute  Encumbrances),  and (b)  assets and  properties  not
material to the Business  that were  disposed of since the  Financial  Statement
Date in the ordinary  course of business.  To the  Knowledge of the Seller,  the
tangible  properties  of Outback that are material to the Business are in a good
state of  maintenance  and repair  (except for  ordinary  wear and tear) and are
adequate for such Business.  The material  leasehold  properties  held by any of
Outback as lessee are held under valid, binding and enforceable leases,  subject
only to such exceptions as are not,  individually or in the aggregate,  material
to the Business.  Since the Financial  Statement  Date,  Outback has not entered
into any agreement that would subject any of its real property  interests or, to
the Knowledge of the Seller,  its tangible  properties to an Encumbrance  not in
effect as of the date hereof. The Seller has provided to the Purchaser a list of
all real  property  leases  and  subleases  under  which  Outback  is  tenant or
subtenant.

4.9 INTELLECTUAL PROPERTY.

To the  Knowledge  of the Seller,  Outback  has  ownership  of all  Intellectual
Property, or License to use, required to operate the Business as it is currently
operated and the absence of which would  constitute,  or be reasonably likely to
result in, a Material  Adverse  Circumstance.  To the  Knowledge  of the Seller,
Outback  is not  required  to make  any  payments  to  others  with  respect  to
Intellectual  Property  owned or  licensed  by any  Person.  The  Seller has not
received any notice to the effect that the Business  conflicts with or allegedly
conflicts with or infringes the Intellectual Property of any Person. Each right,
title and interest in and to the Intellectual  Property owned by Outback or used
by them in the Business as of the Closing Date will  continue to be valid and in
full force and effect after the Closing  Date.  To the  Knowledge of the Seller,
since the Financial  Statement Date,  Outback has not transferred or granted any
rights  under any  licenses  or  agreements  with  respect  to any  Intellectual
Property or agreed to take any such action.  Outback does not own any patents or
patent applications filed with any Governmental Entity.

4.10 LEGAL MATTERS; COMPLIANCE WITH LAWS.

     (a)  As of the date hereof,  there is no Order or Action pending or, to the
          Knowledge of the Seller,  threatened in writing,  against or affecting
          the Business or Outback  that (i) involves a claim or potential  claim
          of liability in excess of $10,000 against or affecting  Outback or any
          of its tangible  properties or assets, (ii) enjoins or seeks to enjoin
          any activity by Outback if such injunction constitutes,  or if entered
          would   constitute,   a  Material  Adverse   Circumstance,   or  (iii)
          individually  or when  aggregated  with one or more  other  Orders  or
          Actions  has had or would  reasonably  be  expected to have a material

                                       9
<PAGE>
          adverse  effect on the  Seller's  ability to perform  this  Agreement.
          Neither  Outback nor the Seller has waived any statute of  limitations
          or other  affirmative  defense with respect to Outback's  obligations.
          There is no  continuing  Order,  injunction  or decree  of any  court,
          arbitrator or government,  administrative or other competent authority
          to which  Outback is a party or, to the  Knowledge  of the Seller,  to
          which Outback or any of its assets is subject.

     (b)  To the  Knowledge  of the  Seller,  Outback  is in  compliance  in all
          material  respects with all  applicable  Laws in  connection  with the
          operation of the Business, and no Action has been commenced against or
          threatened  against Outback,  except for any failures of compliance or
          Actions  alleging  such a  failure  as,  in  either  case,  could  not
          reasonably be expected to result in a Material Adverse Circumstance or
          a material  adverse  effect on the  Seller'  ability to perform  their
          obligations under this Agreement. It is the intent of the parties that
          the  representations  and warranties set forth in this Section 4.10(b)
          will not be  applicable  to Tax  matters,  or  employees  and employee
          benefit  matters,  which are the subjects of the  representations  and
          warranties set forth in Sections 4.6 and 4.11, respectively.

4.12 LABOR RELATIONS.

The Seller has no Knowledge of any organizational effort presently being made or
threatened  by or on behalf of any labor union with  respect to any  employee of
the Business.

4.13 PERMITS.

To the  Seller's  Knowledge,  all  material  Permits  necessary  to conduct  the
Business as presently conducted have been obtained,  except where the failure to
obtain such Permit  would not  reasonably  be expected to  constitute a Material
Adverse Circumstance. To the Seller's Knowledge, no suspension,  cancellation or
termination of any of such material Permit is pending or threatened.

4.14 AFFILIATE AGREEMENTS, TRANSACTIONS.

     (a)  The Seller  has  provided  the  Purchaser  with a list of all  written
          contracts and agreements outstanding as of the date of this Agreement,
          and a brief description in reasonable detail of all oral agreements or
          arrangements, that relate to (i) the provision of material products or
          services to the Business by any other  division,  unit or Affiliate of
          the Seller,  or (ii) the provision of material products or services by
          the Business to any other  division,  unit or Affiliate of the Seller.
          The Seller has made available to Purchaser correct and complete copies
          of each such written agreement, as amended to date.

     (b)  The  consummation of the  transactions  contemplated by this Agreement
          will not (either alone, or upon the occurrence of any act or event, or
          with the lapse of time,  or both)  result in any  payment  arising  or
          becoming  due from  Outback  to the  Seller  or any  Affiliate  of the
          Seller.

                                       10
<PAGE>
4.15 INSURANCE.

All of the material  policies of insurance  (other than excess  coverages) under
which the  Business or Outback  are  insured  are in full force and effect,  are
sufficient  for  compliance  with  all  applicable  requirements  of Law and all
agreements  to  which  Outback  is a party or  subject,  and  provide  insurance
coverage of the assets,  operations  and  employees  of the  Business  generally
equivalent  in type and  amount to that  which is  customarily  carried by other
corporations engaged in similar businesses.

4.16 BANK ACCOUNTS AND POWERS.

The Seller has provided the Purchaser  with a list of each bank,  trust company,
savings institution,  brokerage firm, mutual fund or other financial institution
with which  Outback has an account or safe  deposit box relating to the Business
and the names and identification of all Persons authorized to draw thereon or to
have access  thereto.  The Seller has provided the  Purchaser  with a list which
lists the names of each Person  holding  powers of attorney or agency  authority
from Outback in connection with the Business and a summary of the material terms
thereof.

4.17 OPERATION IN THE ORDINARY COURSE.

Since the  Financial  Statement  Date,  the  Business  has been  operated in the
ordinary  course and  substantially  in accordance with past practice other than
changes  in  general  conditions  in  which  the  Business  operates,  in Law or
applicable regulations or the official interpretations thereof.

4.18 BROKERS' FEES.

The Seller has no liability or obligation to pay any fees or  commissions to any
broker,  finder or agent with respect to the  transactions  contemplated by this
Agreement  for which  Purchaser  or any of its  Affiliates  (including  for this
purpose Outback) could become liable or obligated.

5. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Purchaser represents and warrants to the Seller that the statements contained in
this Section 5 are correct and complete as of the date of this Agreement.

5.1 ORGANIZATION AND RELATED MATTERS.

Purchaser is a corporation  duly formed,  validly  existing and in good standing
under the Laws of the Province of British  Columbia,  Canada.  Purchaser has all
requisite  limited  corporate  power and authority to own, lease and operate its
property and enter into this Agreement.

                                       11
<PAGE>
5.2 COMPLIANCE WITH LAWS.

To the best of its knowledge, after due inquiry, Purchaser has complied with and
at the date hereof is in  compliance  with all  applicable  Laws,  except  where
failure to so comply will not constitute a Material  Adverse  Circumstance,  and
Purchaser  has all licenses,  permits,  orders or approvals of, and has made all
required  registrations with every  Governmental  Entity that is material to the
conduct of the  Business.  Except as  disclosed  to Seller,  Purchaser is not in
conflict with, or in default (including cross-defaults) or violation of: (a) its
articles of  incorporation or by-laws;  (b) to the best of its knowledge,  after
due inquiry,  at the date hereof, any Law or permit applicable to it or by which
its properties is bound or affected,  which conflict,  default or violation,  in
any case,  has or may have a  Material  Adverse  Effect on it or may  impede the
completion of any  transactions  contemplated  by this  Agreement;  (c) any debt
agreement  to which it is a party  or by  which it or any of its  properties  is
bound or affected  which  conflict,  default or  violation,  in any case,  could
constitute a Material Adverse  Circumstance on it or might impede the completion
of any of the  transactions  contemplated  in this  Agreement;  (d) any Material
Agreement  to which it is a party  or by  which it or any of its  properties  is
bound or affected which conflict,  default or violation, in any case, could have
a Material  Adverse  Effect on it or could impede the  completion  of any of the
transactions contemplated in this Agreement. In particular, and without limiting
the generality of the  foregoing,  Purchaser has complied with the provisions of
Securities Laws in all material respects.

5.3 AUTHORIZATION; NO CONFLICTS.

Purchaser  has all  requisite  corporate  power and authority to enter into this
Agreement.  The execution and delivery of this Agreement and the consummation of
the transactions  contemplated hereby have been duly authorized by all necessary
corporate action on the part of Purchaser. This Agreement has been duly executed
and delivered by Purchaser and constitutes  the valid and binding  obligation of
the   Purchaser,   enforceable   in  accordance   with  its  terms,   except  as
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium  and other  similar  Laws and  equitable  principles  relating  to or
limiting creditors' rights generally. The execution, delivery and performance of
this  Agreement  by  Purchaser,  will not (i) violate or  constitute a breach or
default (whether upon lapse of time and or the occurrence of any act or event or
otherwise) under the charter  documents or by-laws of Purchaser,  (ii) result in
the imposition of any  Encumbrance  against any material assets or properties of
Purchaser,  or (iii) violate any Law, except for any such violations,  breaches,
defaults and  impositions as would not reasonably be expected to have a material
adverse  effect on the business  operations,  assets or  financial  condition of
Purchaser.  The  execution,  delivery  and  performance  of  this  Agreement  by
Purchaser  will not require  any  Approvals  to be obtained  except for any such
Approvals  the  failure of which to receive  would not in the  aggregate  have a
material   adverse  effect  on  the  ability  of  Purchaser  to  consummate  the
transactions  contemplated by this  Agreement.  No consent,  approval,  order or
authorization of, or registration,  declaration or filing with, any Governmental
Entity is  required  by or with  respect to  Purchaser  in  connection  with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby.

                                       12
<PAGE>
5.4 LITIGATION.

There  are  no  judgments,   actions,  suits  or  proceedings  (whether  or  not
purportedly  on  behalf  of the  Purchaser),  pending  and  served  on or by the
Purchaser or threatened against or affecting the Purchaser, at law or in equity,
or  before or by any  Governmental  Entity,  which  action,  suit or  proceeding
involves the possibility of any judgment  against or liability of the Purchaser;
the Purchaser is not now aware of any existing  ground on which any such action,
suit or proceeding might be commenced with any reasonable likelihood of success.
In particular,  there are no judicial or administrative actions,  proceedings or
investigations  pending or, to Purchaser's  Knowledge,  threatened that question
the  validity of this  Agreement or any action taken or to be taken by Purchaser
in connection with this Agreement or that, if adversely determined, would have a
material  adverse effect upon  Purchaser's  ability to enter into or perform its
obligations under this Agreement. There is no Claim pending or, to the knowledge
of the Purchaser, after due inquiry,  threatened in writing against or involving
Purchaser  or  any  of  Purchaser's  assets  or  properties  before  any  court,
arbitrator  or  Governmental  Entity,  which could result in a Material  Adverse
Circumstance. At the date hereof, neither Purchaser nor any of its properties is
subject to any judgment, order, decree or lien.

5.5 SOLVENCY.

Purchaser  is  not  insolvent,  has  not  committed  an  act  of  insolvency  or
bankruptcy, proposed a compromise or arrangement to its creditors generally, had
any petition for a receiving  order in  bankruptcy  filed  against it, taken any
proceeding with respect to a compromise or arrangement, taken any proceedings to
have itself  declared  bankrupt or  wound-up,  taken any  proceedings  to have a
receiver  appointed  over  any part of its  assets,  had any  encumbrancer  take
possession  of any of its  property  or had any  execution  or  distress  become
enforceable or become levied upon any of its property or any seizure against any
of its property.

6. PRE-CLOSING COVENANTS.

The parties agree as follows with respect to the period between the date of this
Agreement and the Closing Date:

6.1 REASONABLE ACCESS.

     (a)  The Seller shall afford  Purchaser  reasonable  access  during  normal
          business  hours (or during  such  other  times as are agreed to by the
          Seller and Purchaser) to books and records  related to the Business so
          that Purchaser and its advisors may have the  opportunity to make such
          reasonable  investigations  as  they  shall  desire  to  make  of  the
          Business.  The  Seller  shall  furnish  to  Purchaser  any  additional
          financial and operating data and other  information as Purchaser shall
          from  time  to time  reasonably  request  with  respect  to the  same.
          Purchaser  shall,  upon reasonable  request,  provide Seller with such
          information  concerning  Purchaser as may be reasonably  necessary for
          the Seller to verify  Purchaser's  performance of and compliance  with
          its representations, warranties, and covenants herein contained.

                                       13
<PAGE>
     (b)  Purchaser  shall afford the Seller  reasonable  access  during  normal
          business  hours (or during  such  other  times as are agreed to by the
          Seller and Purchaser) to books and records  related to the Purchaser's
          business  so  that  the  Seller  and  their   advisors  may  have  the
          opportunity  to make  such  reasonable  investigations  as they  shall
          desire to make of the Purchaser. Purchaser shall furnish to the Seller
          any additional  financial and operating data and other  information as
          the Seller shall from time to time reasonably  request with respect to
          the same. The Seller shall, upon reasonable request, provide Purchaser
          with such information  concerning the Constituent  Companies as may be
          reasonably  necessary for Purchaser to verify the Seller'  performance
          of  and  compliance  with  their  representations,   warranties,   and
          covenants herein contained.

6.2 CONDUCT BEFORE CLOSING DATE.

Before the Closing Date,  except as otherwise  contemplated by this Agreement or
as permitted by the prior written  consent of Purchaser,  but without making any
commitment on Purchaser's behalf, the Seller shall (i) conduct the Business only
in the ordinary course consistent with past practice; (ii) cause the Constituent
Companies to perform in all material respects their respective obligations under
all binding  agreements and maintain all leases and licenses in good standing in
full force and effect to the same  extent  that such  leases and  licenses  were
maintained  immediately  prior to the date of this Agreement;  (iii) continue in
effect  insurance  policies  (or similar  coverage)  referred to in Section 4.15
hereof; (iv) use commercially  reasonable efforts to keep available the services
of  current  employees  of the  Business;  and (v) use  commercially  reasonable
efforts to maintain  and  preserve  the good will of the  suppliers,  customers,
employees and others having business relations with the Constituent Companies.

6.3 PROHIBITED TRANSACTIONS BEFORE CLOSING DATE.

Before the Closing Date,  except as otherwise  contemplated by this Agreement or
permitted by the prior written  consent of  Purchaser,  the Seller shall not and
shall not cause the Constituent Companies to directly or indirectly, in any way,
contact,  initiate,  enter into, or conduct any discussions or negotiations,  or
enter into any  agreements,  whether written or oral, with any Person or entity,
with respect to the sale of any of the Constituent Companies.

6.4 FURTHER ASSURANCES.

Before and after the Closing,  each party hereto shall  execute and deliver such
instruments  and take  such  other  actions  as any other  party may  reasonably
request  for the purpose of carrying  out the intent of this  Agreement  and the
other  acquisition  documents.  Each party  hereto shall use its best efforts to
cause the transactions  contemplated by this Agreement and the other acquisition
documents  to be  consummated,  and,  without  limiting  the  generality  of the
foregoing,   to  provide  to  or  obtain  all  consents  and  authorizations  of
Governmental  Entities and third parties;  and to make all filings with and give
all notices to Governmental  Entities and third parties that may be necessary or

                                       14
<PAGE>
reasonably  required to effect the  transactions  contemplated by this Agreement
and the other acquisition documents.

6.5 CONFIDENTIALITY.

Before and after the  Closing,  each party to this  Agreement  shall,  and shall
cause its officers,  accountants,  counsel, and other authorized representatives
and affiliated  parties, to hold in strict confidence and not use or disclose to
any other  party  without  the prior  written  consent of the other  party,  all
information  obtained from the other parties in connection with the transactions
contemplated  hereby,  except such  information  may be used or  disclosed  when
required by any regulatory  authorities or Governmental Entities, if required by
court order or decree or applicable law, if it is publicly  available other than
as a result  of a breach  of this  Agreement,  if it is  otherwise  contemplated
herein,  or by Purchaser from and after the Closing to the extent related to the
Business.

6.6 SUPPLEMENTAL DISCLOSURES.

Before the Closing, if any party discovers facts or circumstances that should be
disclosed on one or more of such party's Disclosure Schedules,  such party shall
so notify the other parties to this Agreement.

7. POST-CLOSING COVENANTS.

The parties agree as follows with respect to the period on and after the Closing
Date:

7.1 GENERAL.

In case at any time on or after the Closing Date any further action is necessary
or desirable to carry out the  purposes of this  Agreement,  each of the parties
will take such further  action  (including  the  execution  and delivery of such
further instruments and documents) as the other party may reasonably request, at
the sole cost and expense of the requesting  party (unless the requesting  party
is entitled to indemnification therefor).

7.2 POST-CLOSING CONSENTS.

The Seller wil1 use,  and shall cause  Outback to use,  commercially  reasonable
efforts, and Purchaser will use commercially reasonable efforts on and after the
Closing Date to obtain all third party  consents,  if any, that are not obtained
prior  to the  Closing  Date  and  that  are  required  in  connection  with the
transactions contemplated by this Agreement.

7.3 AGREEMENTS REGARDING TAX MATTERS.

     (a)  Returns. The Seller (on behalf of Outback) shall timely and accurately
          file or cause to be filed (i) all Tax Returns  required to be filed by
          Outback  on or prior to the  Closing  Date,  and (ii) all  Income  Tax
          Returns  which  include the  taxable  income of Outback (to the extent
          required  by Law).  Purchaser  shall  be  responsible  for the  timely
          preparation  and filing of all Tax Returns of Outback other than those

                                       15
<PAGE>
          Tax Returns that are the  responsibility of the Seller pursuant to the
          preceding sentence.

     (b)  Assistance and Cooperation. After the Closing Date, each of the Seller
          and Purchaser shall:

          (i)  assist and cause its respective Affiliates and representatives to
               assist  the  other  party  in  preparing   any  Tax  Returns  and
               statements  which such other party is  responsible  for preparing
               and filing;

          (ii) cooperate  fully in preparing for any Tax audits of, or disputes,
               contests or proceedings  with, taxing  authorities  regarding any
               Taxes;

          (iii)make  available  to the other  and to any  taxing  authority,  as
               reasonably  requested,  all  information,  records and  documents
               relating to Tax liabilities  that are attributable to Outback and
               relate to or affect periods beginning prior to the Closing Date;

          (iv) preserve all such  information,  records and documents  until the
               expiration of any applicable statues of limitations or extensions
               thereof and as otherwise required by Law;

          (v)  make available to the other, as reasonably  requested,  personnel
               responsible for preparing or maintaining information, records and
               documents in connection with Tax matters;

          (vi) furnish the other with copies of all correspondence received from
               any  taxing  authority  in  connection  with  any  Tax  audit  or
               information request with respect to any such period;

          (vii)keep  confidential  any  information  obtained  pursuant  to this
               Section   7.3(g),   except  as  may  otherwise  be  necessary  in
               connection  with the filing of returns or claims for refund or in
               conducting any audit or other Tax proceeding; and

          (viii) furnish the other with adequate  information which would enable
               the other party to determine its  entitlement  to, and the amount
               of,  any  refund  or  credit  to which  either  party  reasonably
               believes the other party may be entitled.

8. ADDITIONAL COVENANTS OF THE PURCHASER.

Purchaser acknowledges and agrees to the following:

     (a)  Included  as part of the  obligations  assumed  by  Purchaser  in this
          transaction,   Purchaser   shall  be  responsible   for  any  and  all
          outstanding amounts due and other obligations of Outback;

                                       16
<PAGE>
     (b)  It will  hold  the  Seller  harmless  from  any  and  all  outstanding
          liabilities of Outback;

     (c)  It will give a complete and  unconditional  Release of the Seller from
          any employee  liabilities,  severance and contingent issues related to
          the operations as at the date of closing.

9. GENERAL OBLIGATIONS.

The  obligations  of  Purchaser  and the Seller to effect the  Closing  shall be
subject to each of the following conditions, unless waived in writing by each of
the parties:

     (a)  Approvals.  On or prior to the Closing Date, all Approvals required by
          applicable Law to be obtained from any  Governmental  Entity to effect
          the issuance  and  delivery of the Shares shall have been  received or
          obtained.

9.1 CONDITIONS TO OBLIGATION OF PURCHASER.

The  obligation  of  Purchaser  to  effect  the  Closing  shall  be  subject  to
satisfaction of each of the following conditions, except to the extent waived in
writing by Purchaser:

     (a)  Representations and Warranties.

          (i)  The  representations  and  warranties  of the Seller set forth in
               Section 4 that are qualified as to materiality  shall be true and
               correct and the  representations and warranties of the Seller set
               forth in  Section 4 that are not so  qualified  shall be true and
               correct  in all  material  respects,  in each case on the date of
               this  Agreement  and on the  Closing  Date as though  made on the
               Closing Date, unless such representations and warranties by their
               terms  speak as of an earlier  date,  in which case they shall be
               true and correct,  or true and correct in all material  respects,
               as the case may be, as of such date,  except to the  extent  that
               the failure of such representations and warranties to be true and
               correct,  or true and correct in all  material  respects,  as the
               case  may  be,   would  not   constitute   a   Material   Adverse
               Circumstance.

          (ii) From the date of this Agreement until the Closing Date, there has
               not been,  occurred,  or arisen, any change in or event affecting
               Outback that constitutes a Material Adverse Circumstance.

     (b)  Covenants of Seller.  The Seller will have  performed  and complied in
          all material  respects with all of their  covenants  contained in this
          Agreement required to be performed or complied with on or prior to the
          Closing Date.

     (c)  Resignations:   The  Seller  will  have  delivered  to  the  purchaser
          Resignations  of all  Directors  of  Outback  dated  effective  at the
          Closing Date.

                                       17
<PAGE>
9.2 CONDITIONS TO OBLIGATION OF SELLER.

The obligation of the Seller to consummate the  transactions  to be performed by
them in connection  with the Closing is subject to  satisfaction  of each of the
following conditions:

     (a)  Representations and Warranties.  The representations and warranties of
          Purchaser set forth in Section 5 that are qualified as to  materiality
          shall be true and correct and the  representations  and  warranties of
          Purchaser  set forth in Section 5 that are not so  qualified  shall be
          true and correct in all material  respects,  in each case, on the date
          of  this  Agreement  and on the  Closing  Date as  though  made on the
          Closing  Date,  unless such  representations  and  warranties by their
          terms  speak as of an earlier  date,  in which case they shall be true
          and correct, or true and correct in all material respects, as the case
          may be, as of such date, except to the extent that the failure of such
          representations  and  warranties  to be true and correct,  or true and
          correct in all material respects, as the case may be, would not have a
          material  adverse  effect  on  Purchaser's   ability  to  perform  its
          obligations under this Agreement.

     (b)  Covenants of Purchaser.  Purchaser will have performed and complied in
          all  material  respects  with all of its  covenants  contained in this
          Agreement required to be performed or complied with on or prior to the
          Closing Date.

10. GENERAL

10.1 SEVERABILITY

Whenever possible,  each provision of this Agreement will be interpreted in such
manner as to be effective and valid under  applicable  Law, but if any provision
of this Agreement is held to be prohibited by or invalid under  applicable  Law,
such  provision will be  ineffective  only to the extent of such  prohibition or
invalidity, without invalidating the remainder of this Agreement.

10.2 COUNTERPARTS.

This Agreement may be executed  simultaneously in two or more counterparts,  any
one of which need not contain  the  signatures  of more than one party,  but all
such counterparts taken together will constitute one and the same Agreement.

10.3 DESCRIPTIVE HEADINGS.

The descriptive headings of this Agreement are inserted for convenience only and
do not constitute a part of this Agreement.

10.4 NOTICES.

All notices,  demands or other  communications to be given or delivered under or
by reason of the  provisions  of this  Agreement  will be in writing and will be
deemed to have been given when  delivered  personally  to the  recipient or when

                                       18
<PAGE>
sent to the recipient by telecopy  (receipt  confirmed),  one business day after
the date  when  sent to the  recipient  by  reputable  express  courier  service
(charges  prepaid) or three (3) business  days after the date when mailed to the
recipient by certified or registered mail,  return receipt requested and postage
prepaid.  Such  notices,  demands  and  other  communications  will  be  sent to
Purchaser and the Seller at the addresses indicated below:

     If to Seller

                  Widescope Resources Inc.
                  #208 - 828 Harbourside Dr.
                  North Vancouver, BC V7P 3R9
                  Telephone: (604) 904-8481
                  Telecopy: (604) 904-9431

     If to Purchaser:

                  Madjak Management Ltd.
                  P.O. Box 10322, Pacific Centre
                  Suite 1588 - 609 Granville Street
                  Vancouver  BC  V7Y 1G5
                  Telephone: (604) 678-8941
                  Telecopy: (604) 689-7442
                  Attn: President

or to such  other  address  or to the  attention  of  such  other  party  as the
recipient party has specified by prior written notice to the sending party.

10.5 NO THIRD-PARTY BENEFICIARIES.

This Agreement will not confer any rights or remedies upon any Person other than
the Seller and Purchaser and their respective successors and permitted assigns.

10.6 ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement among the parties and supersedes
any prior understandings, agreements or representations by or among the parties,
written or oral,  that may have related in any way to the subject matter hereof,
including without limitation, the Letter of Intent.

10.7 CONSTRUCTION.

All terms  defined  herein  have the  meanings  assigned  to them herein for all
purposes,  and such  meanings  are equally  applicable  to both the singular and
plural forms of the terms defined.  "Include",  "includes" and "inc1uding" shall
be deemed to be followed by "without limitation" whether or not they are in fact
followed  by such  words or  words  of like  import.  "Writing",  "written"  and
comparable  terms  refer to  printing,  typing,  lithography  and other means of
reproducing  words in a visible form.  Any instrument or Law defined or referred
to herein means such instrument or Law as from time to time amended, modified or

                                       19
<PAGE>
supplemented,  including (in the case of  instruments)  by waiver or consent and
(in the case of any Law) by succession of comparable successor Laws and includes
(in  the  case  of  instruments)  references  to  all  attachments  thereto  and
instruments incorporated therein; but in all cases only as amended,  modified or
supplemented  through the date of this  Agreement.  References  to a Person are,
unless the context otherwise requires,  also to its successors and assigns.  Any
term  defined  herein by  reference  to any  instrument  or Law has such meaning
whether or not such  instrument  or Law is in effect.  "Shall"  and "will"  have
equal force and effect  "Hereof",  "herein",  "hereunder"  and comparable  terms
refer to the  entire  instrument  in which  such  terms  are used and not to any
particular article,  section or other subdivision thereof or attachment thereto.
References to "the date of this  Agreement,"  "the date hereof" or words of like
import shall mean the date first above  written.  References in an instrument to
"Article",  "Section" or another subdivision or to an attachment are, unless the
context  otherwise  requires,  to an article,  section or  subdivision  of or an
attachment  to such  instrument.  References to any gender  include,  unless the
context  otherwise  requires,  references to all genders,  and references to the
singular  include,  unless the context  otherwise  requires,  references  to the
plural and vice versa.  All accounting  terms not otherwise  defined herein have
the meaning assigned under generally  accepted  accounting  principles in Canada
which have effective dates on or prior to the Financial Statement Date.

10.8 ASSIGNMENT

The  Purchaser  shall be free to assign  its  interest  in this  Agreement.  The
Seller's  interest in this  Agreement  is not  assignable,  in whole or in part,
provided  that the Seller  shall be  entitled  to assign  this  Agreement  to an
Affiliate,  upon  notice in  writing to the  Purchaser,  and  provided  that the
Affiliate agrees to be bound by the terms of this Agreement.

10.8 CURRENCY

All references in this  Agreement to dollar  amounts shall be Canadian.  dollars
unless specified otherwise.

10.9 REPRESENTATION BY COUNSEL; INTERPRETATION.

The Seller and Purchaser each  acknowledge that each party to this Agreement has
been   represented  by  counsel  in  connection  with  this  Agreement  and  the
transactions contemplated by this Agreement. Accordingly, any rule of Law or any
legal decision that would require  interpretation of any claimed  ambiguities in
this  Agreement  against  the party that  drafted it has no  application  and is
expressly  waived.  The provisions of this  Agreement  shall be interpreted in a
reasonable manner to effect the intent of Purchaser and Seller.

10.10 INCORPORATION OF EXHIBITS AND SCHEDULES.

The Exhibits and Schedules  identified in this Agreement are incorporated herein
by reference and made a part hereof.

                                       20
<PAGE>
10.11 GOVERNING LAW.

All questions  concerning the construction,  validity and interpretation of this
Agreement and the exhibits and schedules hereto will be governed by the internal
laws of British Columbia, Canada other than the conflict of laws rules thereof.

10.12 RESOLUTION OF DISPUTES.

All litigation relating to or arising under or in connection with this Agreement
shall be brought only in the federal or local courts  located in the  Vancouver,
British  Columbia,  which  shall have  exclusive  jurisdiction  to  resolve  any
disputes with respect to this Agreement,  with each party irrevocably consenting
to the jurisdiction thereof for any Actions, suits or proceedings arising out of
or relating to this  Agreement.  The parties hereto  irrevocably  waive trial by
jury in any legal action or proceeding  relating to this  Agreement or any other
agreement  entered into in  connection  herewith and for any  counterclaim  with
respect hereto.  In the event of any breach of the provisions of this Agreement,
the non-breaching party shall be entitled to equitable relief,  including in the
form of injunctions  and orders for specific  performance,  where the applicable
legal standards for such relief in such courts are met, in addition to all other
remedies  available to the non-breaching  party with respect hereto at law or in
equity.  In  addition,  the  prevailing  party or parties  shall be  entitled to
reasonable  attorneys' fees, costs and expenses  incurred in connection with any
legal action or proceeding.

10.13 NO CONSEQUENTIAL DAMAGES.

Notwithstanding  anything to the contrary elsewhere in this Agreement,  no party
(or its Affiliates)  shall, in any event, be liable to the other parties (or its
Affiliates) for any consequential,  special or punitive damages,  including, but
not limited to, loss of future revenue or income, or loss of business reputation
or opportunity relating to the breach or alleged breach of this Agreement.

IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  and  delivered  this
Agreement on the date first written above.

PURCHASER:                                  SELLER:
MADJAK MANAGEMENT LTD.                      WIDESCOPE RESOURCES INC


By:                                         By:
   ---------------------------------           ---------------------------------
   Authorized Signatory                        Authorized Signatory


                                       21
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>8
<FILENAME>ex12-1.txt
<DESCRIPTION>CEO SECTION 302 CERTIFICATION
<TEXT>
                                                                    EXHIBIT 12.1

                 RULE 13A-14(A) CERTIFICATION IN ACCORDANCE WITH
                  SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I,  Richard J. Mark,  Chief  Executive  Officer of North  American  Nickel  Inc.
(formerly Widescope Resources Inc.) (the "Company"), certify that:

1.   I have reviewed this annual report on Form 20-F of the Company;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the Company as of, and for, the periods presented in this report;

4.   The  Company's  other   certifying   officer  and  I  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          Company, including its consolidated subsidiaries,  is made known to us
          by others  within those  entities,  particularly  during the period in
          which this report is being prepared;
     b)   Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;
     c)   Evaluated the effectiveness of the Company's  disclosure  controls and
          procedures  and  presented  in this report our  conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     d)   Disclosed in this report any change in the Company's  internal control
          over financial  reporting  that occurred  during the period covered by
          the annual  report  that has  materially  affected,  or is  reasonably
          likely to  materially  affect,  the  Company's  internal  control over
          financial reporting; and

5.   The Company's other certifying  officer and I have disclosed,  based on our
     most recent evaluation of internal control over financial reporting, to the
     Company's  auditors  and the  audit  committee  of the  Company's  board of
     directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably likely to adversely affect the Company's ability to record,
          process, summarize and report financial information; and
     b)   Any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          control over financial reporting.

Date: April 27, 2010


/s/ Richard J. Mark
- -----------------------------------
Richard J. Mark
Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.2
<SEQUENCE>9
<FILENAME>ex12-2.txt
<DESCRIPTION>CFO SECTION 302 CERTIFICATION
<TEXT>
                                                                    EXHIBIT 12.2

                 RULE 13A-14(A) CERTIFICATION IN ACCORDANCE WITH
                  SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I,  Edward D. Ford,  Chief  Financial  Officer  of North  American  Nickel  Inc.
(formerly Widescope Resources Inc.) (the "Company"), certify that:

1.   I have reviewed this annual report on Form 20-F of the Company;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the Company as of, and for, the periods presented in this report;

4.   The  Company's  other   certifying   officer  and  I  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          Company, including its consolidated subsidiaries,  is made known to us
          by others  within those  entities,  particularly  during the period in
          which this report is being prepared;
     b)   Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;
     c)   Evaluated the effectiveness of the Company's  disclosure  controls and
          procedures  and  presented  in this report our  conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     d)   Disclosed in this report any change in the Company's  internal control
          over financial  reporting  that occurred  during the period covered by
          the annual  report  that has  materially  affected,  or is  reasonably
          likely to  materially  affect,  the  Company's  internal  control over
          financial reporting; and

5.   The Company's other certifying  officer and I have disclosed,  based on our
     most recent evaluation of internal control over financial reporting, to the
     Company's  auditors  and the  audit  committee  of the  Company's  board of
     directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably likely to adversely affect the Company's ability to record,
          process, summarize and report financial information; and
     b)   Any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          control over financial reporting.

Date: April 27, 2010


/s/ Edward D. Ford
- --------------------------------------------
Edward D. Ford
Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.1
<SEQUENCE>10
<FILENAME>ex13-1.txt
<DESCRIPTION>CEO SECTION 906 CERTIFICATION
<TEXT>
                                                                    EXHIBIT 13.1

              SECTION 1350 CERTIFICATION PURSUANT TO SECTION 906 OF
                        THE SARBANES-OXLEY ACT OF 2002*

In connection  with the annual report of North  American  Nickel Inc.  (formerly
Widescope  Resources  Inc.) (the  "Company")  on Form 20-F for the period ending
December 31, 2009 as filed with the  Securities  and Exchange  Commission on the
date hereof (the "Report"),  I, Richard J. Mark, Chief Executive  Officer of the
Company,  certify,  pursuant to 18 U.S.C.  section 1350, as adopted  pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  the  Report  containing  the  financial  statements  of the  Company  fully
     complies with the requirements of section 13(a) or 15(d), as applicable, of
     the Securities Exchange Act of 1934; and

(2)  the information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.

Date: April 27, 2010


/s/ Richard J. Mark
- -----------------------------------
Richard J. Mark
Chief Executive Officer


* A signed original of this written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.2
<SEQUENCE>11
<FILENAME>ex13-2.txt
<DESCRIPTION>CFO SECTION 906 CERTIFICATION
<TEXT>
                                                                    EXHIBIT 13.2

              SECTION 1350 CERTIFICATION PURSUANT TO SECTION 906 OF
                        THE SARBANES-OXLEY ACT OF 2002*

In connection  with the annual report of North  American  Nickel Inc.  (formerly
Widescope  Resources  Inc.) (the  "Company")  on Form 20-F for the period ending
December 31, 2008 as filed with the  Securities  and Exchange  Commission on the
date hereof (the "Report"),  I, Edward D. Ford,  Chief Financial  Officer of the
Company,  certify,  pursuant to 18 U.S.C.  section 1350, as adopted  pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  the  Report  containing  the  financial  statements  of the  Company  fully
     complies with the requirements of section 13(a) or 15(d), as applicable, of
     the Securities Exchange Act of 1934; and

(2)  the information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.

Date: April 27, 2010


/s/ Edward D. Ford
- --------------------------------------------
Edward D. Ford
Chief Financial Officer


* A signed original of this written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
