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Convertible Loan Agreement - ZEBRA RESOURCES, - 4-14-2011

VIEWS: 11 PAGES: 25

									Exhibit 10.4

                                  CONVERTIBLE LOAN AGREEMENT

THIS CONVERTIBLE LOAN AGREEMENT made as of the 17th day of December, 2010, (the
"EFFECTIVE DATE").

BETWEEN:

AMERICAN PARAMOUNT GOLD CORP. of 130 King Street West, Suite 3670 Toronto, Ontario, Canada,
M5X 1A9

                                 (hereinafter referred to as the "COMPANY")

AND:

MONACO CAPITAL INC. of 7 New Road, Second Floor, #6 Belize City, Belize

                                   (hereinafter referred to as the "LENDER")

WHEREAS:

A. The Company and the Lender entered into a Convertible Loan Agreement on April 22, 2010 (the "Original
Agreement");

B. The Company and the Lender wish to replace the Original Agreement in its entirety with this Agreement;

C. Lender desires to loan funds to the Company pursuant to the terms of this Agreement in the principal amount
of up to Five Million Dollars (US$5,000,000) (the "LOAN");

D. The Loan is convertible (the "CONVERSION") into securities of the Company consisting of common shares
of the Company with a par value of $0.001 (the "SHARES");

E. The Lender understands and acknowledges to the Company that this Agreement is being made pursuant to an
exemption (the "EXEMPTION") from registration provided by Section 4(2) of the United States Securities Act
of 1933, as amended (the "SECURITIES ACT") and Rule 903 of Regulation S of the Securities Act for the
private offering of securities; and

F. The Company desires to borrow funds from Lender on the terms and conditions set forth in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and
agreements herein contained, the receipt of which is hereby acknowledged by each of the parties hereto, the
parties hereto covenant and agree each with the other (the "AGREEMENT") as follows:

1. AGREEMENT

1.1 This Agreement hereby replaces the Original Agreement in its entirety.
2. REPRESENTATIONS AND WARRANTIES OF THE LENDER

2.1 The Lender represents and warrants to, and covenants and agrees with the Company that:

(a) the Lender makes the Loan to the Company and acquires the Shares and Conversion Right (both as defined
herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule
903 of Regulation S of the Securities Act for the private offering of securities;

(b) the Lender is eligible to make the Loan to the Company and acquire the Shares and Conversion Right in the
Company under Regulation S, and all statements set forth in the Declaration of Regulation S Eligibility, attached
hereto as 0, are true and correct and may be relied upon by the Company; further, all information,
representations and warranties contained in this Agreement, or that have been otherwise given to the Company,
are correct and complete as of the date hereof, and may be relied upon by the Company;

(c) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company
and in acquiring the Shares and acquiring and/or exercising the Conversion Right;

(d) the Lender has consulted with its own securities advisor as to its eligibility to acquire the Shares and acquire
and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company
has made no effort and takes no responsibility for the consequences to the Lender as a non-U.S. investor
acquiring the Shares and this Conversion right and, in particular, in purchasing U.S.-based securities upon
exercise, if any, of the Conversion Right;

(e) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this
investment, and that there have been no federal or state agency recommendations or endorsements of the
investment made hereunder;

(f) the Lender acknowledges that:

(i) there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the
Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon
acquiring the Shares upon exercising the Conversion Rights, purchasing unregistered securities;

(ii) the Lender may not be able to liquidate this investment in the event of any financial emergency and will be
required to bear the economic risk of this investment for a lengthy or even indefinite period of time;

(iii)the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an
exercise of the Conversion Right; and

(iv) any Shares acquired by the Lender upon exercise of the Conversion Right may never be sold or otherwise
transferred without registration under the Securities Act, unless an exemption from registration is available.

                                                           2
(g) the Lender, alone or with its advisor, has enough knowledge and experience in financial and business matters
to make it capable of evaluating the merits and risks of investing in the Company;

(h) the Lender makes the Loan to the Company and acquires the Shares and the Conversion Right as principal
for its own account and not for the benefit of any other person;

(i) the Lender understands that any certificates representing any Shares acquired by the Lender upon exercise of
the Conversion Right will have a resale legend on them that will read substantially as follows:

THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("ACT"). THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT, AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH, THE SALE OR DISPOSITION THEREOF, AND MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO OR FOR THE ACCOUNT OR THE BENEFIT OF U.S. PERSONS (I) AS
PART OF THEIR DISTRIBUTION AT ANY TIME OR (ii) OTHERWISE UNTIL ONE YEAR AFTER
THE LATER OF THE COMMENCEMENT OF THE OFFERING OF SUCH SECURITIES OR THE
CLOSING DATE OF THE SALE AND TRANSFER THEREOF, EXCEPT IN EITHER CASE IN
ACCORDANCE WITH REGULATION S (OR RULE 144A, IF AVAILABLE) UNDER THE ACT.
TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM BY REGULATION S.

(j) the Lender has good and sufficient right and authority to enter into this Agreement and to carry out the
transactions contemplated by this Agreement on the terms and conditions contained herein.

2.2 The representations, warranties, covenants and agreements of and by the Lender contained in, or delivered
pursuant to, this Agreement shall be true at and as of the Effective Date and shall remain in full force and effect
throughout the term of this Agreement.

3. THE LOAN

3.1 Subject to the terms of this Agreement, the Lender hereby agrees to loan to the Company, and the Company
hereby agrees to borrow from the Lender, the sum of up to US$5,000,000.

3.2 The Company hereby agrees that the Lender had previously forwarded $500,932.50 to the Company in
principal pursuant to the Original Agreement (the "Original Loan") and that such amount, including all accrued
interest, be treated as if issued under the terms of this Agreement.

3.3 Immediately following the execution of this Agreement, the Lender shall deliver to the Company $100,000 of
the Loan amount by certified cheque or money order made payable to the Company, or by wire transfer to the
Company's bank account (the "ADVANCEMENT DATE"), and thereafter such amounts as may be requested
by the Company, subject to the concurrence of the lender, up to the total Loan amount.

                                                          3
3.4 Unless repaid earlier, any funds forwarded by the Lender under this Agreement shall be payable in full by
5:00 p.m. local time in Toronto, Ontario, one year from the Effective Date (the "DUE DATE"). If such day falls
on a Sunday or statutory holiday, then by 5:00 p.m. local time in Toronto, Ontario, on the first business day after
the Due Date.

3.5 The Loan shall bear interest at the rate of 10% per annum, payable on the Due Date, (the "INTEREST")
calculated on the principal amount of the Loan outstanding.

3.6 The Company shall be entitled to prepay any sum up to the full amount of the Loan and accrued Interest then
outstanding at any time, upon the payment of such amount and an additional 10% of such amount.

3.7 At any time after an Advancement Date, if the Company has not paid the Loan and accrued Interest in full,
the Lender may by providing written notice (the "NOTICE") and the Declaration attached hereto as 0 to the
Company, exercise its rights of Conversion in respect of either a portion of or the total outstanding amount of the
Loan as of that date into Shares of the Company (the "CONVERSION RIGHT"), on the following terms:

(a) The number of Shares issuable under the Conversion Right (the "CONVERSION RATE") shall be
determined by dividing (x) that portion of the outstanding principal balance and accrued Interest under the Loan
on such date that the Lender elects to convert by (y) the Conversion Price (as defined below) then in effect on
the date on which the Lender faxes the Notice of conversion, duly executed, to the Company (the
"CONVERSION Date"). With respect to partial conversions of this Loan, the Company shall keep written
records of the amount of this Loan converted as of each Conversion Date.

(b) The term "CONVERSION PRICE" shall mean volume weighted average price for the Company's common
stock during the ten (10) trading day period ending on the latest complete trading day prior to the Conversion
Date. "Trading Price" means, for any security as of any date, the closing bid price on the Over-the-Counter
Bulletin Board, or applicable trading market (the "OTCBB") as reported by a reliable reporting service
("Reporting Service") mutually acceptable to Lender and the Company (i.e. Bloomberg) or, if the OTCBB is not
the principal trading market for such security, the closing bid price of such security on the principal securities
exchange or trading market where such security is listed or traded or, if no closing bid price of such security is
available in any of the foregoing manners, the average of the closing bid prices of any market makers for such
security that are listed in the "pink sheets" by the National Quotation Bureau, Inc.

3.8 Within seven (7) days of Notice by the Lender exercising its Conversion Rights hereunder, the Company
shall deliver a Share Certificate to the Lender representing the number of Shares acquired by the Lender pursuant
to the Conversion Rate set out in subparagraph 2.7 of this Agreement.

4. COVENANTS AND AGREEMENTS OF THE LENDER

4.1 The Lender covenants and agrees with the Company that the Lender shall not make demand for payment of
the Loan prior to the Due Date, except as otherwise required herein, unless the Loan has become due and
payable in accordance with the provisions of this Agreement.

                                                         4
4.2 In order to ensure eligibility to receive the Shares, the Lender must provide the Declaration attached hereto
as 0.

5. DEFAULT

5.1 If one or more of the following events shall occur, namely:

(a) the Company fails to pay any Principal or accrued Interest amounts when due and fails to repay the Loan on
the Due Date;

(b) the Company makes an assignment for the benefit of its creditors or files a petition in bankruptcy or is
adjudicated insolvent or bankrupt or petitions or applies to any tribunal for any receiver, receiver manager,
trustee, liquidator or sequestrator of or for the Company or any of the Company's assets or undertaking, or the
Company makes a proposal or compromise with its creditors or if an application or a petition similar to any of the
foregoing is made by a third party creditor and such application or petition remains unstayed or undismissed for a
period of thirty (30) days;

(c) an order of execution against any of the Company's assets remains unsatisfied for a period of ten (10) days;

(d) the Company fails to observe and comply with any material term, condition or provision of this Agreement or
any other agreement or document delivered hereunder, and such failure continues unremedied for a period of
thirty (30) days;

(e) any representations, warranties, covenants or agreements contained in this Agreement or any document
delivered to the Lender hereunder are found to be untrue or incorrect as at the date thereof; or

(f) any lender (including the Lender) of any mortgage, charge or encumbrance on any of the Company's assets
and undertaking does anything to enforce or realize on such mortgage, charge or encumbrance;

then the Loan to the date of such default shall, at the option of the Lender, immediately become due and payable
without presentment, protest or notice of any kind, all of which are waived by the Company.

6. INDEPENDENT LEGAL ADVICE

6.1 The Lender acknowledges that:

(a) Macdonald Tuskey, Corporate and Securities Lawyers received instructions from the Company and does not
represent the Lender;

(b) the Lender has been requested to obtain its own independent legal advice on this Agreement prior to signing
this Agreement;

(c) the Lender has been given adequate time to obtain independent legal advice;

(d) by signing this Agreement, the Lender confirms that it fully understands this Agreement; and

                                                         5
(e) by signing this Agreement without first obtaining independent legal advice, the Lender waives its right to obtain
independent legal advice.

7. GENERAL

7.1 For the purposes of this Agreement, time is of the essence.

7.2 The parties hereto shall execute and deliver all such further documents and instruments and do all such acts
and things as may either before or after the execution of this Agreement be reasonably required to carry out the
full intent and meaning of this Agreement.

7.3 This Agreement shall be construed in accordance with the laws of the State of Nevada.

7.4 This Agreement may be assigned by the Lender subject to any assignee making requisite representations to
meet applicable securities law exemptions; this Agreement may not be assigned by the Company.

7.5 This Agreement may be signed by the parties in as many counterparts as may be deemed necessary, each of
which so signed shall be deemed to be an original, and all such counterparts together shall constitute one and the
same instrument.

7.6 All notices, requests, demands or other communications hereunder shall be in writing and shall be "deemed
delivered" to a party on the date it is hand delivered to such party's address first above written, or to such other
address as may be given in writing by the parties hereto.

                                             (Execution Page Follows)

IN WITNESS WHEREOF the parties have hereunto set their hands effective as of the date first above written.

AMERICAN PARAMOUNT GOLD CORP.

                                Per: /s/ "Hugh H. Aird"
                                    ---------------------------------------
                                    Hugh H. Aird, President




MONACO CAPITAL INC.

                                Per: /s/ "Andrew Godfrey"
                                    ---------------------------------------
                                    Andrew Godfrey




                                                          6
                                                  SCHEDULE A

                           DECLARATION OF REGULATION S ELIGIBILITY

Regulation S of the Securities Act is available for the use of non-U.S. Persons only. This Declaration must be
answered fully and returned to AMERICAN PARAMOUNT GOLD CORP. to ensure the Company is in
compliance with the Securities Act. All information will be held in the strictest confidence and used only to
determine investor status. No information will be disclosed other than as required by law or regulation, other
demand by proper legal process or in litigation involving the company or its affiliates, controlling persons, officers,
directors, partners, employees, attorneys or agents.

I, ON BEHALF OF MONACO CAPITAL INC. ("MONACO"), HEREBY AFFIRM AND
DECLARE THAT:

1. Monaco is not a resident of the United States of America.

2. Monaco is not purchasing securities for the benefit of a resident of the United States of America.

3. Monaco is not purchasing securities in the name of a company incorporated in the United States of America or
for the benefit of a company incorporated in the United States of America.

4. Monaco is not purchasing securities in my capacity as Trustee for a U.S.-based Trust.

5. Monaco is not purchasing securities in my capacity as the Executor or Administrator of the Estate of a U.S.
resident.

6. Monaco is not a U.S. resident purchasing securities through a brokerage account located outside of the United
States of America, nor am I using a non-U.S. brokerage account to purchase securities for the benefit of
individuals or corporate entities resident within the United States of America.

7. Monaco is not purchasing the securities in an attempt to create or manipulate a U.S. market.

8. Monaco is purchasing the securities as an investment and not with a view towards resale.

9. I will only resell the securities to other non-U.S. residents in accordance with Rule 905 of Regulation S, or to
U.S. residents in accordance with the provisions of Rule 144 following the expiration of six months from the
Advancement Date, as defined in the Convertible Loan Agreement dated concurrently herewith.

10. Monaco is permitted to purchase the securities under the laws of its home jurisdiction.

11. I understand that if I knowingly and willingly make false statements as to my eligibility to purchase or resell
securities under Regulation S, I may become subject to civil and criminal proceedings being taken against me by
the United States Securities and Exchange Commission.


DATED: ______________, 2010 Signature


Print Name:


                                                Authorized Signatory

                                                          7
Exhibit 10.5

                                       CONSULTING AGREEMENT

THIS AGREEMENT made as of the 1st day of March, 2011

BETWEEEN:

                                                ILLYRIA INC.
                                              5 A Thornwood Road

Toronto, Ontario
M4W2R8

                                       (hereinafter called the "Consultant")

                                            OF THE FIRST PART,
                                                   -and-

                                AMERICAN PARAMOUNT GOLD CORP.
                                    130 King Street West, Suite 3670

Toronto, Ontario
M5X1A9

                                      (hereinafter called the "Corporation")

                                          OF THE SECOND PART.

WHEREAS the Corporation carries on the business of Mineral Exploration & Development,

AND WHEREAS the Corporation has engaged the Consultant to assist it in providing strategic planning and
business development services in connection with the Business;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual
covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                    ARTICLE 1- ENGAGEMENT AND ACCEPTANCE OF DUTIES

1.1 The Corporation has engaged the Consultant and the Consultant accepted the engagement with the
Corporation to provide the following services (the "Services"):

(a) assessing and completing business acquisitions;
(b) financial advice concerning cash flow and management and an overview of the general economic landscape
that would be relevant to the raising of capital by the Corporation; and

(c) developing and implementing strategic business relationships

1.2 The Consultant shall and has provided a senior executive (the "Executive") to the Corporation who shall be a
person skilled, trained and qualified for this position and acceptable to the Board of Directors of the Corporation
who shall be responsible for the performance of the Services hereunder. The Executive shall be and has been
Leland Verner.

1.3 The Consultant shall exercise its best efforts for and on behalf of the Corporation and shall cause the
Executive to faithfully, honestly and diligently serve the Corporation, and to devote his time, labour, skill and
attention to the performance of the Services.

1.4 The Executive shall not be obliged to devote his entire business time and attention to the Business.

                                               ARTICLE 2-TERM

2.1 This Agreement sets out the scope and nature of the agreement and records the terms of such engagement as
at the date hereof. This Agreement shall continue after the date hereof for a period ending December 31, 2012
subject to earlier termination in accordance with the terms hereof.

                                            ARTICLE 3-BASIC FEE

3.1 The Consultant shall be paid a basic fee (the "Fee") with adjustments as agreed, commencing March 1, 2011
in the amount of $120,000 per annum payable in equal monthly installments of $10,000 each within 15 days from
the date of invoice together with applicable HST. The Consultant shall be eligible to receive additional
compensation in the form of warrants or stock options at the discretion of the Board.

                                          ARTICLE 4- BLACKBERRY

4.1 The Executive shall be provided with a Blackberry communication device and the Corporation will pay for
the cost of monthly service.

                                                          2
                                            ARTICLE 5-EXPENSES

5.1 The Consultant shall be entitled to reimbursement for all reasonable expenses actually and properly incurred
by the Consultant in the course of the performance of the Services, subject to submission of invoices to the
Corporation and the prior written approval of such expenses by the President & CEO of the Corporation if that
expense is over $500.

         ARTICLE 6-CONFIDENTIAL INFORMATION AND RESTICTIVE COVENANTS

6.1 The Consultant acknowledges that in the course of carrying out, performing and fulfilling the Services
hereunder, the Consultant will have access to and will be entrusted with confidential and proprietary information
and trade secrets belonging to the Corporation (the "Confidential Information"). The Consultant acknowledges
and agrees that the right to maintain the confidentiality of the Confidential Information, and the right to preserve
the goodwill of the Corporation, constitute proprietary rights which the Corporation is entitled to protect.
Accordingly, the Consultant hereby covenants and agrees with the Corporation that the Consultant will not at any
time, either during the term hereof or at any time thereafter, disclose any of the Confidential Information to any
person other than to the officers, directors and management of the Corporation, or shall it use the same for any
purpose other than those of the Corporation. The foregoing provisions shall not apply to and the "Confidential
Information" shall exclude any information which is or becomes available to, or is or becomes known to the
public or to competitors of the Corporation otherwise than by a breach of this Agreement, or to any information
the Consultant is required to disclose by order of any court or tribunal of competent jurisdiction or to comply with
any law, rule of regulation.

                                      ARTICLE 7-NON-COMPETITION

7.1 The Consultant agrees that it shall not, at any time during the term of this Agreement and for a period of 24
months thereafter, take any steps or make any approach, either directly or indirectly, to any employee of the
Corporation or its subsidiaries calculated to lead such employee to leave his or her employment.

7.2 THE CONSULTANT ACKNOWLEDGES AND AGREES THAT:

(a) the duration within which the restrictions set forth in Sections 7.1 shall apply have been considered by the
Consultant and the restraints and restrictions of and on the future activities of the Consultant are reasonable in the
circumstances.

                                                          3
(b) all restrictions in this Agreement are reasonable and valid and all defenses to the strict enforcement thereof by
the Corporation are hereby waived by Consultant;

(c) a violation of any of the provisions of this Agreement will result in immediate and irreparable harm and
damage to the Corporation; or

(d) in the event of any violation by the Consultant of any provision of this Agreement, the Corporation shall, in
addition to any other right to relief, be entitled to equitable relief by way of temporary or permanent injunction
and to such other relief as any court of competent jurisdiction may deem just and proper.

7.3 The provisions of this Article 7 shall survive notwithstanding termination of this Agreement.

                          ARTICLE 8-TERMINATION OF THE AGREEMENT

8.1 The Consultant may terminate its engagement with the Corporation at any time by providing 2 months notice
in writing to the Corporation. If the Consultant provides such notice to the Corporation, the Corporation may
require the Consultant to cease duties prior to the expiry of the notice period provided that it pays to the
Consultant the Fee in accordance with Section 3.1 during the notice.

8.2 The Corporation may terminate the engagement of the Consultant at any time by providing 2 months notice in
writing to the Consultant.

                              ARTICLE 9-MISCELLANEOUS PROVISIONS

9.1 The Consultant acknowledges and agrees that the Consultant is an independent contractor, that the
Consultant is not an employee of the Corporation and that this Agreement shall not create at partnership, joint
venture, employer/employee, mater/servant or any other relationship between the Corporation and the
Consultant.

9.2 No amendment, modification or waiver of any provision of this Agreement or consent to any departure by the
parties from any provisions of this Agreement is effective unless it is in writing and signed by the parties and the
amendment, modification, waiver or consent is effective only in the specific instance and for the specific purpose
for which it is given.

9.3 The Consultant and the Corporation shall do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered such further acts and documents as shall be reasonably required to
accomplish the intention of this Agreement.

                                                          4
9.4 This Agreement and all of the rights and obligations arising herefrom shall be interpreted and applied in
accordance with the laws of the Province of Ontario and the courts of the Province of Ontario shall have
exclusive jurisdiction to determine all disputes relating to this Agreement and all of the rights and obligations
created hereby. The Consultant and the Corporation hereby irrevocably attorn to the jurisdiction of the courts of
the Province of Ontario.

9.5 In the event that any provision or any part of any provision is deemed to be invalid by reason of the
interpretation placed thereon by a court, this Agreement shall be construed as not containing such provisions or
part of such provisions and the invalidity of such provision or such part shall not affect the validity of any other
provisions or the remainder of such provision hereof. All other provisions here of which are otherwise lawful and
valid shall remain in full force and effect.

9.6

(a) Except as otherwise expressly provided herein, all notices shall be in writing and either delivered personally,
by registered or certified mail or by facsimile or electronic communication. In the case of the Corporation notice
shall be at the Corporation's office set out in the front page hereof. In the case of the Consultant notice shall be
delivered to the most current address of the Consultant's residence on file with the Corporation.

(b) Any notice which is delivered personally shall be effective when delivered, any notice which is sent by
registered or certified mail shall be effective on the fifth business day following the date of mailing and any notice
which is delivered by facsimile or electronic communication shall be effective on the first business day following
the day of sending.

(c) Any notice given by facsimile or electronic communication shall immediately be confirmed by regular mail.

9.7 This Agreement constitutes the entire agreement between the parties as to the matters dealt with herein. There
are not and shall not be any oral statements, representations, warranties, undertakings or agreements between the
parties.

9.8 This Agreement and all of its provisions shall inure to the benefit of and the binding upon the parties, the
successors and assigns of the Corporation and to the legal personal representatives of the Consultant.

9.9 This Agreement will be effective as of March 1, 2011.

                                                           5
IN WITNESS WHEREOF this Agreement has been duly executed by the parties this 15th day of March, 2011.

           ILLYRIA INC.                                        AMERICAN PARAMOUNT GOLD CORP.


           /s/ Leland Verner                                   /s/ Hugh H. Aird
           PER:                                                PER: Hugh H. Aird, President & CEO

           Authorized Signing Officer                          Authorized Signing Officer




FOR VALUE RECEIVED the undersigned, being the Executive designated in the above Consulting Agreement,
hereby acknowledges and confirms the terms of the Consulting Agreement and agrees to observe and to be
bound by the terms thereof that are binding upon the Consultant specifically including the provisions of Article 6
and Article 7.

DATED as of 15th day of March, 2011.

                                            PER: /s/ Leland Verner
                                            Leland Verner




                                                        6
Exhibit 10.6

                                       CONSULTING AGREEMENT

THIS AGREEMENT made as of the 1st day of March, 2011

BETWEEEN:

                                             WAYNE PARSONS

1455 Corley Dr.
London, Ontario
N6G 2K5

                                       (hereinafter called the "Consultant")

                                            OF THE FIRST PART,
                                                   -and-

                                AMERICAN PARAMOUNT GOLD CORP.
                                    130 King Street West, Suite 3670

Toronto, Ontario
M5X1A9

                                      (hereinafter called the "Corporation")

                                          OF THE SECOND PART.

WHEREAS the Corporation carries on the business of Mineral Exploration & Development,

AND WHEREAS the Corporation has engaged the Consultant to assist it in providing strategic planning and
business development services in connection with the Business;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration if the premises and the mutual
covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                    ARTICLE 1-ENGAGEMENT AND ACCEPTANCE OF DUTIES

1.1 The Corporation has engaged the Consultant and the Consultant accepted the engagement with the
Corporation to provide the following services (the "Services"):

(a) assessing and completing business acquisitions;
(b) financial advice concerning cash flow and management and an overview of the general economic landscape
that would be relevant to the raising of capital by the Corporation; and

(c) developing and implementing strategic business relationships

1.3 The Consultant shall exercise its best efforts for and on behalf of the Corporation and shall faithfully, honestly
and diligently serve the Corporation, and to devote its time, labour, skill and attention to the performance of the
Services.

1.4 The Consultant shall not be obliged to devote its entire business time and attention to the Business.

                                               ARTICLE 2-TERM

2.1 This Agreement sets out the scope and nature of the agreement and records the terms of such engagement as
at the date hereof. This Agreement shall continue after the date hereof for a period ending December 31, 2012
subject to earlier termination in accordance with the terms hereof.

                                            ARTICLE 3-BASIC FEE

3.1 The Consultant shall be paid a basic fee (the "Fee") with adjustments as agreed, commencing March 1, 2011
in the amount of $60,000 per annum payable in equal monthly installments of $5,000 each within 15 days from
the date of invoice together with applicable HST. The Consultant shall be eligible to receive additional
compensation in the form of warrants or stock options at the discretion of the Board of Directors of the
Corporation.

                                          ARTICLE 4-BLACKBERRY

4.1 The Consultant shall be provided with a Blackberry communication device and the Corporation will pay for
the cost of monthly service.

                                            ARTICLE 5-EXPENSES

5.1 The Consultant shall be entitled to reimbursement for all reasonable expenses actually and properly incurred
by the Consultant in the course of the performance of the Services, subject to submission of invoices to the
Corporation and the prior written approval of such expenses by the President & CEO of the Corporation if that
expense is over $500.

                                                          2
         ARTICLE 6-CONFIDENTIAL INFORMATION AND RESTICTIVE COVENANTS

6.1 The Consultant acknowledges that in the course of carrying out, performing and fulfilling the Services
hereunder, the Consultant will have access to and will be entrusted with confidential and proprietary information
and trade secrets belonging to the Corporation (the "Confidential Information"). The Consultant acknowledges
and agrees that the right to maintain the confidentiality of the Confidential Information, and the right to preserve
the goodwill of the Corporation, constitute proprietary rights which the Corporation is entitled to protect.
Accordingly, the Consultant hereby covenants and agrees with the Corporation that the Consultant will not at any
time, either during the term hereof or at any time thereafter, disclose any of the Confidential Information to any
person other than to the officers, directors and management of the Corporation, or shall it use the same for any
purpose other than those of the Corporation. The foregoing provisions shall not apply to and the "Confidential
Information" shall exclude any information which is or becomes available to, or is or becomes known to the
public or to competitors of the Corporation otherwise than by a breach of this Agreement, or to any information
the Consultant is required to disclose by order of any court or tribunal of competent jurisdiction or to comply with
any law, rule of regulation.

                                      ARTICLE 7-NON-COMPETITION

7.1 The Consultant agrees that it shall not, at any time during the term of this Agreement and for a period of 24
months thereafter, take any steps or make any approach, either directly or indirectly, to any employee of the
Corporation or its subsidiaries calculated to lead such employee to leave his or her employment.

7.2 THE CONSULTANT ACKNOWLEDGES AND AGREES THAT:

(a) the duration within which the restrictions set forth in Sections 7.1 shall apply have been considered by the
Consultant and the restraints and restrictions of and on the future activities of the Consultant are reasonable in the
circumstances.

(b) all restrictions in this Agreement are reasonable and valid and all defenses to the strict enforcement thereof by
the Corporation are hereby waived by Consultant;

(c) a violation of any of the provisions of this Agreement will result in immediate and irreparable harm and
damage to the Corporation; or

(d) in the event of any violation by the Consultant of any provision of this Agreement, the Corporation shall, in
addition to any other right to relief, be entitled to equitable relief by way of temporary or permanent injunction
and to such other relief as any court of competent jurisdiction may deem just and proper.

                                                          3
7.3 The provisions of this Article 7 shall survive notwithstanding termination of this Agreement.

                          ARTICLE 8-TERMINATION OF THE AGREEMENT

8.1 The Consultant may terminate its engagement with the Corporation at any time by providing 2 months notice
in writing to the Corporation. If the Consultant provides such notice to the Corporation, the Corporation may
require the Consultant to cease duties prior to the expiry of the notice period provided that it pays to the
Consultant the Fee in accordance with Section 3.1 during the notice.

8.2 The Corporation may terminate the engagement of the Consultant at any time by providing 2 months notice in
writing to the Consultant.

                              ARTICLE 9-MISCELLANEOUS PROVISIONS

9.1 The Consultant acknowledges and agrees that the Consultant is an independent contractor, that the
Consultant is not an employee of the Corporation and that this Agreement shall not create at partnership, joint
venture, employer/employee, mater/servant or any other relationship between the Corporation and the
Consultant.

9.2 No amendment, modification or waiver of any provision of this Agreement or consent to any departure by the
parties from any provisions of this Agreement is effective unless it is in writing and signed by the parties and the
amendment, modification, waiver or consent is effective only in the specific instance and for the specific purpose
for which it is given.

9.3 The Consultant and the Corporation shall do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered such further acts and documents as shall be reasonably required to
accomplish the intention of this Agreement.

9.4 This Agreement and all of the rights and obligations arising herefrom shall be interpreted and applied in
accordance with the laws of the Province of Ontario and the courts of the Province of Ontario shall have
exclusive jurisdiction to determine all disputes relating to this Agreement and all of the rights and obligations
created hereby. The Consultant and the Corporation hereby irrevocably attorn to the jurisdiction of the courts of
the Province of Ontario.

                                                         4
9.5 In the event that any provision or any part of any provision is deemed to be invalid by reason of the
interpretation placed thereon by a court, this Agreement shall be construed as not containing such provisions or
part of such provisions and the invalidity of such provision or such part shall not affect the validity of any other
provisions or the remainder of such provision hereof. All other provisions here of which are otherwise lawful and
valid shall remain in full force and effect.

9.6

(a) Except as otherwise expressly provided herein, all notices shall be in writing and either delivered personally,
by registered or certified mail or by facsimile or electronic communication. In the case of the Corporation notice
shall be at the Corporation's office set out in the front page hereof. In the case of the Consultant notice shall be
delivered to the most current address of the Consultant's residence on file with the Corporation.

(b) Any notice which is delivered personally shall be effective when delivered, any notice which is sent by
registered or certified mail shall be effective on the fifth business day following the date of mailing and any notice
which is delivered by facsimile or electronic communication shall be effective on the first business day following
the day of sending.

(c) Any notice given by facsimile or electronic communication shall immediately be confirmed by regular mail.

9.7 This Agreement constitutes the entire agreement between the parties as to the matters dealt with herein. There
are not and shall not be any oral statements, representations, warranties, undertakings or agreements between the
parties.

9.8 This Agreement and all of its provisions shall inure to the benefit of and the binding upon the parties, the
successors and assigns of the Corporation and to the legal personal representatives of the Consultant.

9.9 This Agreement will be effective as of March 1, 2011.

                                                           5
IN WITNESS WHEREOF this Agreement has been duly executed by the parties this 15th day of March, 2011.

           WAYNE PARSONS                              AMERICAN PARAMOUNT GOLD CORP.



                                                           /s/ Hugh H. Aird
           PER: /s/ Wayne Parsons                     PER: Hugh H. Aird, President & CEO

           Authorized Signing Officer                 Authorized Signing Officer




                                                  6
EXHIBIT 31.1

                                     CERTIFICATION PURSUANT TO
                              18 U.S.C. SS 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Hugh Aird, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Paramount Gold Corp.;

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 registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officer(s) 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)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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 registrant'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 registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant'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 registrant'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 registrant's internal control over financial reporting.

                               Date: April 14, 2011



                               /s/ Hugh Aird
                               -----------------------------------------------
                               HUGH AIRD
                               President, Chief Executive Officer and Director
                               (Principal Executive Officer)
EXHIBIT 31.2

                                     CERTIFICATION PURSUANT TO
                              18 U.S.C. SS 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ann Dumyn, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Paramount Gold Corp.;

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 registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officer(s) 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)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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 registrant'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 registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant'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 registrant'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 registrant's internal control over financial reporting.

                           Date: April 14, 2011



                           /s/ Ann Dumyn
                           -----------------------------------------------------
                           Ann Dumyn
                           Chief Financial Officer, Secretary and Treasurer
                           (Principal Financial Officer and Principal Accounting
                           Officer)
EXHIBIT 32.1

                                      CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Hugh Aird, hereby 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 Quarterly Report on Form 10-Q of American Paramount Gold Corp. for the period ended February 28,
2011 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) 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 American Paramount Gold Corp.

          Dated: April 14, 2011

                                                   /s/ Hugh Aird
                                                   -----------------------------------------------
                                                   Hugh Aird
                                                   President, Chief Executive Officer and Director
                                                   (Principal Executive Officer)
                                                   American Paramount Gold Corp.




A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to American Paramount Gold Corp. and will be
retained by American Paramount Gold Corp. and furnished to the Securities and Exchange Commission or its
staff upon request.
EXHIBIT 32.2

                                      CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ann Dumyn, hereby 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 Quarterly Report on Form 10-Q of American Paramount Gold Corp. for the period ended February 28,
2011 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) 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 American Paramount Gold Corp.

          Dated: April 14, 2011

                                                         /s/ Ann Dumyn
                                                         ------------------------------------------
                                                         Ann Dumyn
                                                         Chief Financial Officer, Secretary and
                                                         Treasurer (Principal Financial Officer and
                                                         Principal Accounting Officer)
                                                         American Paramount Gold Corp.




A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to American Paramount Gold Corp. and will be
retained by American Paramount Gold Corp. and furnished to the Securities and Exchange Commission or its
staff upon request.

								
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