Cherubim Interests (CHIT) 8-K Entry into a Material Definitive Agreement

Exhibit 99.1

JOINT VENTURE AGREEMENT

THIS Letter of Agreement (“Agreement”) is entered into as of this the 20^th day of February, 2011, by and between Innocent, Inc. a Nevada corporation (“INCT”), with its principal business address of 3280 Suntree Blvd. Ste. 150 Melbourne, Fl. 32940 and Steele Resources, Inc., a Nevada Corporation (“SRI”), with its principal business address of 2010 Arrowhead Drive Suite 101 Carson City, Nevada 89706;

WITNESSETH:

WHEREAS, INCT is a publicly traded and through its subsidiaries and affiliates engages in the exploration and development of mineral properties, and

WHEREAS, SRI is engaged in identifying, developing and operating mineral exploration properties and providing mine development and operations services to mining properties; and

WHEREAS, SRI is has lease rights agreements to certain patented and unpatented mining claims as described in Exhibit "A", Exhibit "B", Exhibit "C", and Exhibit "D" attached hereto. which said claims are located near Pony, Montana (collectively referred to as the "Mineral Hill Project").

WHEREAS, INCT desires to enter into a Joint Venture Agreement with SRI to explore, develop, and if warranted, mine the Mineral Hill Project, and

WHEREAS, INCT and SRI (collectively referred to herein as the "Parties") have agreed to a funding arrangement of an aggregate total of US Ten Million Dollars, US$10,000,000.

NOW THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and the mutual promises and benefits to be derived by the parties, they do hereby agree to the following terms and conditions:

Article 1

Organization and Assignment

Section 1.1  Production Agreement.  The parties have diligently and in good faith negotiated a Letter of Intent (the "LOI"), incorporating the principal terms of the contemplated transaction as set forth herein and, in addition, such other terms and provisions of a more detailed nature as the parties may agree upon. In the LOI, each of INCT and SRI will make such representations and warranties as are customary in transactions of this nature.  All representations and warranties will survive the closing of the transactions contemplated herein and any and all investigations at any time made by or on behalf of the parties.

Section 1.2  Mineral Hill Operating Agreement.  The joint venture will be operated as a limited liability company to be formed under the laws of the state of Nevada and called “MINERAL HILL EXPLORATION PROJECT, LLC.”, (the “LLC”) shall be governed by Nevada law. The Mineral Hill Operations Agreement ("Operations Agreement") shall be completed and executed on or before March 31^st, 2011. Once executed, the Operating Agreement shall supersede the provisions of this Joint Venture Agreement.  

Article 2

Closing; Capitalization Obligations

Section 2.1Initial INCT Funding. INCT will provide initial funding of One Million Dollars, $1,000,000, of the Capitalization Obligations:

a) On or before February 25^th, 2011, INCT expects that it will have contribute Five Hundred Fifty Thousand Dollars, $550,000, based upon the third party commitment that has already funded a portion of this initial funding;

b) Upon execution of this Joint Venture Agreement, INCT will be obligated to contribute an

additional Four Hundred Fifty Thousand Dollars, $450,000. The parties are aware that these funds are not currently available or committed and must be secured by the efforts and presentations by both parties.

Section 2.2INCT Capitalization Obligations.INTC will fund the Joint Venture with up to Four Million Dollars, $4,000,000, in working capital funds no later than twelve months following the completion of INCT's initial funding of One Million Dollars, $1,000,000.

Section 2.3SRI Capitalization Obligations. SRI will fund the Joint Venture with up to Five Million Dollars, $5,000,000, in working capital funds no later than twelve months following the completion of INCT's initial funding of One Million Dollars, $1,000,000.

Section 2.4Ownership Interest in Mineral Hill Project Upon execution of this Joint Venture Agreement, INCT will be allocated 50% and SRI 50% ownership of the Mineral Hill Project joint venture. In the event that capitalization funds defined in Sections 2.1, 2.2, and 2.3 are not provided as stipulated, the party in default will forfeit 10% of its ownership for each one million dollars, $1,000,000, or portion thereof not provided. The ownership will be transferred to the party that provides said delinquent capitalization funds. The defaulting party will have no rights to reject the capital contributed and introduction of a third party if said third party provides the delinquent capitalization funding.

Article 3

Management of LLC