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Exhibit 10.4

TERMINATION AND TRANSACTION AGREEMENT

 

 

This TERMINATION AND TRANSACTION AGREEMENT, hereinafter (the “Agreement) is effective as of the 18th of November, 2011 between the following parties:

 

Sikuri Minerals S.A.S., a partnership that has been duly created and is in good standing in accordance with the laws in force at the Republic of Colombia, its identification number is NIT.900.338.194-7 and is duly represented by Ángela María Osorio Zappa, of age, bearer of Identification card number 52.427.335 issued in Bogotá D.C., who has been duly authorized by the Board of Directors,  just as stated in Exhibit A of this Agreement,  Mining Latam Energy S.A. a partnership that has been duly created and is in good standing in accordance with the laws in force at the Republic of Colombia, its identification number is NIT. 900.329.056-0 and is duly represented by Ángela María Osorio Zappa, of age, bearer of Identification card number 52.427.335 issued in Bogotá D.C., who has been duly authorized by the Board of Directors, just as stated in Exhibit B of this Agreement, Guachaves Minerals Resources S.A.S., a partnership that has been duly created and is in good standing in accordance with the laws in force at the Republic of Colombia, its identification number is NIT. 900-360.779-7 and is duly represented by Santiago González Ramos, of age, bearer of Identification card number 7.691.508 issued in Neiva, who has been duly authorized by the Board of Directors, just as stated in Exhibit C of this Agreement, and Mallama Minerals Resources S.A.S a partnership that has been duly created and is in good standing in accordance with the laws in force at the Republic of Colombia, its identification number is NIT. 900.353.607-1 and is duly represented by Santiago González Ramos, of age, bearer of Identification card number 7.691.508 issued in Neiva, who has been duly authorized by the Board of Directors, just as stated in Exhibit D of this Agreement, hereinafter together all four companies shall be referred to as (the “ Companies ”);

 

 


 

 

 

 

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Yesid Armando Beltrán Moreno, of age, bearer of identification card number 19.242.800 issued in Bogotá D.C., hereinafter (the “ Holder ”) and duly represented by Santiago González Ramos, of age, bearer of identification card number 7.691.508 issued in Neiva, as stated in Public Deed No. 429 issued before the Notary First of the Circle of Bogotá D.C. on February 11 th , 2010, as stated in exhibit E of this Agreement; and

 

Minera Nariño S.A.S. a partnership that has been duly created and is in good standing in accordance with the laws in force at the Republic of Colombia, its identification number is NIT. 900.393.801-3 and is duly represented by Camilo Velásquez Vargas, of age, bearer of Identification card number No.80.083.525 issued in Bogotá D.C., who has been duly authorized by the Board of Directors, hereinafter (the “Assignee”)

 

Each one, the Companies, the Assignee and the Holder shall be individually referred to as (a “ Party ”) and collectively as (the “ Parties ”).

 

They have agreed to enter into this Agreement which is governed by the terms stated in articles 2469 and following of the Colombian Civil Code, so that it has the force of a matter settled in court as a last resort, which shall be governed by the clauses stated below, in accordance with the following:

 

WHEREAS:

 

1.           That the Parties have entered into the Contract to Transfer Mining Concession No. IKE-10421X on the 22nd of November, 2010, hereinafter (the “ Contract ”).

 

2.           That as per the terms provided in the Contract, the Companies and the Holder are bound jointly and irrevocably to perform all the acts needed to: (i) request for the granting of the transference contract derived from the mining request identified with code number IKE-10421X under the terms stated in the legislation that is in force within the ten (10) work days following the Holder’s being registered as the sole holder of the

 

 

 

 

 

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concession contract  that is derived from mining request identified with code number IKE-10421X in the National Mining Registry and,  (ii) once the resolution has been issued giving  effect to the concession contract as derived from the mining request identified with code number  IKE-10421X to the Assignee (the “Transfer”), register that Transference to the Assignee at the National Mining Registry (the “ Registry ”).

 

3.           That as per the terms provided in the Contract, and as a especial consideration to the duties acquired by the Companies, the Assignee has deposited the amount of five hundred thousand dollars (US$ 500.000) (the “ Resources ”), in a trust fund with Fiduciaria de Occidente, (the “Trust Fund”), which shall be paid to the Companies once the Registry process is


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