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MINING EXPLORATION AGREEMENT WITH THE OPTION TO BUY, BETWEEN ROBERTO PRECIADO, IN HIS OWN RIGHT (WHO WILL BE REFERRED TO AS THE “CONCESSION HOLDER” THROUGHOUT THE FOLLOWING DOCUMENT), WITH THE CONSENT OF HIS SPOUSE, MRS. BERTHA ELENA MARTINEZ ESPINOZA, AND ORO DE ALTAR S. DE R.L. DE C.V. (WHO WILL BE REFERRED TO AS THE “COMPANY”) REPRESENTED BY ITS SPECIAL POWER OF ATTORNEY HOLDER, IGNACIO LIMÓN GONZÁLEZ, IN ACCORDANCE WITH THE FOLLOWING STATEMENTS AND CLAUSES:

 

STATEMENTS

 

I.          The Concession Holder states that:

 

I.1.

He is an individual of Mexican nationality, with the legal and financial power to enter  this agreement; and is married to Mrs. Bertha Elena Martinez who has appeared  willingly to express her consent to the terms and conditions of this agreement.

 

I.2

He is the legitimate holder to the following mining concessions (hereafter,  indistinctly, “Conseciones Mineras” (Mining Concessions) or “Lotes Mineros” (Mining  Lots):

 

Name of the Mining Lot

 

Title Number

 

Surface (Hectares)

 

Municipality

 

 

 

 

 

 

 

El Cometa

 

216684

 

9.0000

 

Sáric, Sonora

 

 

 

 

 

 

 

El Cometa 2

 

219812

 

91.0000

 

Sáric, Sonora

 

 

 

 

 

 

 

El Cometa 4

 

225824

 

20.0000

 

Sáric, Sonora

 

 

 

 

 

 

 

El Cometa 5

 

225092

 

260.5752

 

Sáric, Sonora

 

 

 

 

 

 

 

El Cometa 5

 

225051

 

65.9935

 

Sáric, Sonora

 

 

 

 

 

 

 

Lalo 1

 

229206

 

29.0000

 

Sáric, Sonora

 

 

 

 

 

 

 

Lalo 1

 

227384

 

611.3590

 

Sáric, Sonora

 

 

 

 

 

 

 

Lalo 2

 

229255

 

97.7623

 

Sáric, Sonora

 

 

 

 

 

 

 

Lalo 2

 

227383

 

21.2562

 

Sáric, Sonora

 

 

 

 

 

 

 

Cometa 4

 

222784

 

58.5084

 

Sáric, Sonora

 

 

 

 

 

 

 

Lalo 3

 

231330

 

37.6.6406

 

Sáric, Sonora

 

 

 


 

 

I.3

The Mining Concessions are in force and in compliance with the obligations  established by Mining Law and its Regulations, in regards to Federal Law Rights;  and that until the day this agreements was entered, no official letter was issued by  the General Mining Authorities or any other authority which can affect in any form  the rights derived from the Mining Concessions.

 

I.4.

The mining concessions are free of any and all kind of responsibilities, liens,  impediments, impositions, or claims from third parties, including but not limited  these, contracts, promises, agreements, options, royalties of any kind, embargos,  notifications of embargo, seizures, notifications of seizure, expropriation, temporary  occupations, easements, debt, contingencies, obstacles, and administrative or  judicial litigations or proceedings.

 

I.5

Until entering this agreement the Concession Holder had not received any claims  from any ecological related authority.

 

I.6

No obligations with third parties have been acquired or subsist which may impede  this agreement from being signed.

 

I.7.

Any agreement previously entered among both parties will be replaced by the  voluntary and willing signing of this agreement.

 

II.    The Company states, by means of its representative that:

 

II.1

It is a corporation constituted in public deed number 57,381 (fifty seven thousand  three  hundred and eighty one) , volume 1,503 (one thousand five hundred and  three), granted before Carlos Cabrera Muñoz, head of public notary number 11  (eleven), residing in this municipality, and practicing within his notarial jurisdiction, on  the sixth day of march in the year 2002 (two-thousand and two), registered under  number 21, 564 (twenty one thousand five hundred and sixty four), volume 691 (six  hundred ninety one), commerce section, book 1 (one), at the Public Registry of  Commerce in the same city, on the 11 (eleventh) of March 2002 (two thousand and  two), and under number 127 (one hundred twenty seven), page 64 (sixty four) before  volume XXXVII (thirty seven) of the Mining Corporations Book of the Mining Public  Registry, on the 15 (fifteenth) of April of 2002 (two thousand two).

 

 

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II.2

Any agreement previously entered among both parties will be replaced by the  voluntary and willing signing of this agreement.

 

Based on these Statements, both parties issue this agreement subject to the following:

 

CLAUSES

 

FIRST. OPTION TO BUY. The Concession Holder grants the Company an irrevocable and exclusive option to buy (hereafter referred to as “Option to Buy”), so that Company may acquire ownership of the Mining Concessions as well as any other concession that may substitute any other concession, from the Concession Holder.

 

The Option to Buy includes an irrevocable and exclusive option granted to the Company by the Concession Holder to acquire any concession whose title is in process or may be in process in the future by application of the Concession Holder or any other person or company related to the Concession Holder in relation to the lots located totally or partially within a 2 (two) kilometer radius, counting from the exterior limits of any of the lots within the Mining Concessions at the same price or considerations agreed to in this contract, without the Company having to pay different or additional amounts. The option mentioned in this paragraph may be put in effect by the Company within 60 (sixty) calendar days following the day in which the Concession Holder gives a written notice to the Company that the concessions were issued. In all other matters, this agreement will apply to the concessions in the second paragraph.

 

SECOND. TERMS OF THE OPTION. For the purpose of the Option to Buy, both parties agree to the following:

 

a)

The Company may exercise its option to buy in a period of up to 44 (forty four)  months (hereafter referred to as “Option Period”) counting from the date of the  signing of the public deed of the present agreement or confirmation of the signatures  of both parties by the attesting official (hereafter referred to as the “Signature Date”).

 

b)

Subject to the items stated in the Seventh clause in this contract, the purchase price  (“Purchase Price”) for the ownership of the Mining Concessions is the total amount  of $1,500,000.00 (one million five hundred thousand dollars 00/100) currency of the  United States of America (hereafter referred to as “US Dollars”).

 

 

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c)

The Concession Holder is obligated to sign a definite Sales Agreement with the  Company (“Definite Agreement”) for the ownership of the Mining Concessions at any   moment within the Option Period at the request of the Company, who will notify the  Concession Holder that it has exercised its option to Buy, at least 30 (thirty)  calendar days in advance to the date in which both parties should sign de Definite  Agreement;

 

d)

The Concession Holder will transfer the ownership of the Mining Concessions and  the ownership of that mentioned in the second paragraph of the first clause free of  any liens and without limitations; and

 

e)

The Definite Agreement will be made effective in a public deed or will be confirmed  by the public notary that the Company chooses.

 

THIRD. RIGHT TO EXPLORE. The Concession Holder grants the company the exclusive and irrevocable right to explore the Mining Lots during the Option Period, which consist of, by way of information but not limited to, the geological, geophysical reconnaissance, blasting, development and drilling of any kind, tunnels, shafts, pits, and any other work the Company considers convenient to find, quantify and exploit the mineral reserves that may exist in the Mineral Lots. The Company will have, the right to take mineral samples from the Mining Lots and withdraw these, as well as rough minerals and drilling samples for metallurgic tests and other kinds of studies. It is agreed to, that the Company may collaborate with, or employ third parties for the operations mentioned in this clause. All of the exploration work will be carried out by the Company directly or through contractors, without interfering with the Concession Holder.

 

The Company will carry out the exploration on the Mining Lots at its sole discretion during the Option Period and will invest on these lots the minimum amounts established by Mining Laws.

 

Both parties agree that the Option to Buy is according to the exploration results on the


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