deed of termination and mutual release dated : aug, 8, 2012 this deed of termination and mutual release is made between : yinfu gold corporation ( formerly known as element92 resources corp. ) ( " ygc " ), a company incorporated under the laws of wyoming, united states of america with principal place of business at 713 prudential tower, the gateway, harbour city, 21 canton road, tsimshatsui, kowloon, hong kong and joyous fame international limited ( " jfl " ), acompany incorporated in the british virgin islands ; whose address is whereas : ( a ) ygc and the jfl entered into the revision agreement to the sale & purchase agreement for the acquisition of 100 % of the shares and assets of jfl ( as defined below ) pursuant to which ygc agreed to acquire and the jfl agreed to deliver 100 % of the shares and assets of jfl held by them ( the " acquisition " ) on the terms and conditions as set out therein. ( b ) pursuant to the sale & purchase agreement, in the consideration of the acquisition of which 76, 500, 000 consideration shares in aggregate were issued to entities as specified by jfl ( rhe " allottees " ). ( c ) as at the date of this deed, an aggregate of 76, 500, 000 consideration shares have been issued to the allottees. ( d ) the parties have elected to terminate the sale & purchase agreement and to return the 76, 500, 000 consideration shares to ygc for cancellation on the terms and subject to the conditions of this deed. ( e ) jfl represents that the main asset, the penglai gold mining operations, was unable to generate profits as original envisaged without tremendous expenditure to satisfy the tighten regulations on mining and upgraded safety regulations issued by both the local provincial government and central government as a result of mining incidents occurred in the past two years. now this deed witnesseth as follows : 1. definitions and interpretation 1. 1 in this deed, unless the context otherwise requires, the provisions in this clause 1. 1 apply : " allottees " means tarn kam ming and golden vanguard limited. ; " business day " a day ( other than saturday ) on which banks in hong kong are generally open forbusiness ; " consideration shares " means the issued and paid - up ordinary shares in the capital of ygc which have been / to be issued pursuant to the terms of the