Denarius Metals — M&A Activity 2021

Feb 19, 2021

SECOND AMENDED AND RESTATED JOINT VENTURE AGREEMENT

between

ZANDOR CAPITAL S.A.

and

INDUSTRIAS ARGENTUM S.A.S.

For a Mining Project in Segovia, Antioquia, Colombia

Dated May 22, 2018

	ARTICLE I 2
1.1	Definitions2
1.2	Exhibits. 2
1.3	Cross-References2
	ARTICLE II JOINT VENTURE OBJECTIVES 2
2.1	General2
2.2	Joint Venture2
2.3	Obligations2
2.4	Limitation. 3
	ARTICLE III REPRESENTATIONS AND WARRANTIES; INDEMNITIES; COVENANTS 3
3.1	Representations and Warranties of the Investor3
3.2	Representations and Warranties of Zandor. 6
3.3	Disclosures. 7
3.4	Indemnities/Limitation of Liability. 7
3.5	Covenants of the Investor8
3.6	Covenants of Zandor. 8
3.7	Further acknowledgments9
	ARTICLE IV RELATIONSHIP OF THE PARTIES9
4.1	No Partnership9
4.2	Bankruptcy of a Party9
4.3	Other Business Opportunities9
4.4	Implied Covenants. 9
4.5	No Third Party Beneficiary Rights9
	ARTICLE V PARTICIPATING INTERESTS 9
5.1	Participating Interests of the Parties. 9
5.2	Adjustment of Participating Interests10

5.3	Actions in Accordance with Agreement10
	ARTICLE VI INTERESTS AND OBLIGATIONS OF PARTIES10
6.1	Funding10
6.2	Funding Requirements10
6.3	Changes in Participating Interests. 11
	ARTICLE VII PROCESSING AND COMMERCIALIZATION11
7.1	Processing11
7.2	Processing Costs12
7.3	Costs of Commercialization…………………………………………………………………………………………12
7.4	Alternative Processing…………………………………………………………………………………………………12
	ARTICLE VIII MANAGEMENT COMMITTEE12
8.1	Organization. 12
8.2	Composition12
8.3	Resignation of Members13
8.4	Removal of Members13
8.5	Chairman and Secretary13
8.6	Meetings of the Management Committee. 13
8.7	Location of Meetings13
8.8	Quorum13
8.9	Committee Decisions and Majorities14
8.10	Powers of Management Committee14
8.11	Authority to Bind. 14
8.12	Action Without Meeting in Person14
8.13	Rules and Procedures. 14
8.14	Actions Requiring Special Approval14
	ARTICLE IX OPERATOR15

9.1	Appointment15
9.2	Powers and Duties of Operator15
9.3	Standard of Care. 15
9.4	Transactions With Affiliates16
9.5	No Fee16
9.6	Operational Capacity. 16
9.7	Authorisations16
	ARTICLE X PROGRAMS AND BUDGETS16
10.1	Operations Pursuant to Programs and Budgets. 16
10.2	Presentation of Programs and Budgets. 16
10.3	Content of Programs and Budgets16
10.4	Review and Adoption of Proposed Programs and Budgets. 17
10.5	Budget Overruns17
10.6	Emergency or Unexpected Expenditures17
	ARTICLE XI ACCOUNTS AND SETTLEMENTS17
11.1	Accounts17
11.2	Fiscal Year17
11.3	Quarterly Statements17
	ARTICLE XII FLOW OF FUNDS AND DISTRIBUTION OF CASH FLOW17
12.1	General Intention. 17
12.2	Accounting17
12.3	Capital Requirements. 18
12.4	Distribution of Net Income18
12.5	Form of Distributions18
12.6	Losses. 18
	ARTICLE XIII WITHDRAWAL AND TERMINATION18

13.1	Termination18
13.2	Zandor's Termination Rights18
13.3	Right to Data After Termination. 19
13.4	Continuing Authority19
	ARTICLE XIV OTHER MATTERS20
14.1	Option on Pampa Verde Plant. 20
	14.3 Tag-Along and Going Public Transaction…………………………………………………………………………….….20
	ARTICLE XV SUPPLEMENTAL BUSINESS AGREEMENT20
	ARTICLE XVI TRANSFER OF INTEREST; RIGHT OF FIRST REFUSAL 20
16.1	General20
16.2	Limitations on Free Transferability20
16.3	Transfers to Affiliates. 21
16.4	Right of First Refusal. 21
	ARTICLE XVII DISPUTES21
17.1	Governing Law21
17.2	Arbitration. 21
	ARTICLE XVIII CONFIDENTIALITY, OWNERSHIP, USE AND DISCLOSURE OF INFORMATION22
18.1	Business Information. 22
18.2	Party Information. 22
18.3	Permitted Disclosure of Confidential Business Information22
18.4	Disclosure Required By Law22
18.5	Public Announcements. 23
	ARTICLE XIX GENERAL PROVISIONS23
19.1	Notices23
19.2	Gender24

19.4	Headings24
19.5	Waiver24
19.6	Modification24
19.7	Included Words24
19.8	Accounting Principles24
19.9	Judgment Currency24
19.10	Interest25
19.11	Statutes25
19.12	Severability. 25
19.13	Next Business Day25
19.14	Force Majeure25
19.15	Further Assurances26
19.16	Entire Agreement; Successors and Assigns. 26
19.17	Counterparts. 26
19.18	Time of the Essence. 26
19.19	Successors and Assigns26
19.20	Paramountcy26
19.21	Language26
19.22	Expenses. 26
EXHIBIT A - DEFINITIONS 1
EXHIBIT B – AREA 1
EXHIBIT C - RIGHT OF FIRST REFUSAL1
EXHIBIT D – ACCOUNTING PROCEDURES1

AMENDED AND RESTATED JOINT VENTURE AGREEMENT

THIS AGREEMENT (THE "AGREEMENT") IS MADE AS OF THE TWENTY SECOND(22TH) DAY OF MAY, 2018 (the "Effective Date").

BETWEEN:

INDUSTRIAS ARGENTUM, S.A.S., a body corporate incorporated and existing under the laws of Colombia and having its head office at Km. 15, Vía Las Palmas, Mall Viva Palmas. Oficina 302. Envigado, Antioquia, Colombia;

("Investor") OF THE FIRST PART

AND

ZANDOR CAPITAL, S.A., a body corporate incorporated and existing under the laws of the Republic of Panama and having its office at 333 Bay Street, Suite 1101, Toronto M5H 2R2, Canada,

("Zandor") OF THE SECOND PART

(Investor and Zandor, and any successors thereto, being the "Parties").

RECITALS

• A. Zandor, through its Colombian branch "Zandor Capital SA Colombia" (the "Zandor Branch") is the exclusive title-holder of the Mining Title. Within the area of the Mining Title, the Parties have identified an area of approximately 386 hectares delimitated as shown in Exhibit B with potential for silver mining and which lies outside of the area of Zandor's current mining operations (the "Area").
• B. The Investor has the ability to conduct Operations in the Area and and the ability to operate certain Facilities (as defined Exhibit A) for processing of silver/gold Ores, which may be located in or outside of the Area of the Mining Title.
• C. The Parties have agreed to form a Joint Venture in the Area, under which Zandor would make the Area available to the Investor; the Investor would conduct Exploration, Mining, Processing and Commercialization operations at its sole expense; and the Parties would participate in the results of such Operations.
• D. On February 9, 2017 Zandor and Gisborne Capital Inc. ("Gisborne") entered into a Joint Venture Agreement for the purposes stated in recital C. above (the "Joint Venture Agreement"). On August 08 2017, Gisborne gave notice to Zandor of its desire to assign and transfer such Joint Venture Agreement to Industrias Argentum, S.A.S. Zandor approved of such assignment and the parties to the Joint Venture Agreement agreed to document such assignment as well as to effect some changes to the Joint Venture Agreement.
• E. On September 27, 2017, the Parties entered into an Amended and Restated Joint Venture Agreement to give effect to the matters described in recital D (above) (the "Amended and Restated Joint Venture Agreement").
• F. The Parties have agreed to document and effect some additional changes to the Amended and Restated Joint Venture Agreement by way of this Agreement (the "Second Amended and Restated Joint Venture Agreement").

ARTICLE I DEFINITIONS AND CROSS-REFERENCES

1.1 Definitions. The terms defined in Exhibit A - Definitions and elsewhere shall have the defined meaning wherever used in this Agreement, including in Exhibits.

Exhibit	Description
A	Definitions
B	Area
C	Right of First Refusal
D	Accounting Procedures
E	Management Committee Nominees

1.2 Exhibits. The following exhibits are incorporated into this Agreement by reference:

1.3 Cross-References. References to "Exhibits," "Articles" and "Sections" refer to Exhibits, Articles and Sections of this Agreement.

ARTICLE II JOINT VENTURE OBJECTIVES

2.1 General. The Parties hereby enter into this Agreement for the purposes hereinafter stated. All of the rights and obligations of the Parties in connection with the Assets or the Area and all Operations shall be subject to and governed by this Agreement.

2.2 Joint Venture. The Parties hereby set up a Joint Venture between them to conduct Operations in the Area and to process and sell any Products from such Operations. The Joint Venture shall be operated by an Operator and a Management Committee as appointed and in accordance with the terms of this Agreement.

2.3 Obligations. As their respective contributions to the Joint Venture, each of the Parties will have the following obligations (and which shall serve as the exclusive means by which each of the Parties accomplishes such obligations):

(a) Zandor will:

;

• (i) make the Area available to the Operator for Exploration, Mining, Processing and Commercialization of Products;
• (ii) ensure general regulatory compliance and maintain the Mining Title in good standing;
• (iii) allow access and use of land by the Operator in the Area and facilitate relations with local communities and authorities;
• (iv) facilitate road linkage between the Area and the location of the Facilities;

• (v) issue to the Operator all required authorizations to conduct Operations in the Area;

• (vi) provide to the Operator, on a confidential basis, all Existing Data related to the Area;

• (vii) and
• (viii) perform any other activity necessary, appropriate or incidental to any of the foregoing.
• (b) The Investor will:
• (i) fund the Operations (at its sole expense and risk), including, but not limited to the Exploration, Development and Mining, Processing and Commercialization of Products;
• (ii) assume the role of Operator pursuant to the terms of this Agreement;
• (iii) conduct Processing of the Ore extracted from the Area on the Facilities at the Processing Cost, unless a different processing arrangement is agreed to by the Parties;
• (iv) provide sufficient and efficient Processing capacity at the Facilities for Processing of all the Ore produced in the Area;
• (v) conduct the Commercialization of minerals and Products from the Area as export sales and in the best interest of the Parties, at arms-length and at prevailing market conditions, provided, however, that it shall comply and abide by any and all obligations which may be applicable to it and related to the Commercialization or minerals mined in the area of the Mining Title;
• (vi) Transport any Ore produced in the Area to the Facilities
• (vii) complete and satisfy all Environmental Compliance obligations and secure all other environmental and other permits required to conduct Operations in the Area;

and

(viii) perform any other activity necessary, appropriate or incidental to any of the foregoing.

2.4 Limitation. Unless the Parties otherwise agree in writing, the Operations shall be limited to the obligations described in Section 2.3 on the terms and conditions provided for in this Agreement.

2.5 Term. This Agreement shall be valid and enforceable from the date hereof and until the Termination Date. The Termination Date can be extended for up to fifteen additional years by written agreement of the Parties.

ARTICLE III REPRESENTATIONS AND WARRANTIES; INDEMNITIES; COVENANTS

3.1 Representations and Warranties of the Investor. The Investor represents and warrants to Zandor as follows and acknowledges that Zandor is relying on such representations and warranties in entering into this Agreement, which representations and warranties are made as of the Effective Date:

(a) Subsisting Corporation. The Investor is a corporation duly incorporated and organized and validly existing under the Laws of its jurisdiction of incorporation.

• (b) Corporate Power. The Investor has full corporate power, authority and capacity and is duly qualified to carry on its business as now conducted and to own its properties and assets and to carry out its obligations under this Agreement.
• (c) Conduct of Business. As of the Effective Date, the Investor has conducted and is conducting its business in material compliance with all Applicable Laws of each jurisdiction in which it carries on business. As of the Effective Date, the Investor has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such Laws.
• (d) No Conflict. The execution and delivery of this Agreement and the performance by the Investor of its obligations hereunder do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both), or result in a right of termination, modification or acceleration under, or require any consent, approval or notice under, or result in the creation of any Encumbrance upon any of the Assets of the Investor under, (i) any Law applicable to the Investor; (ii) the Charter, by-laws or resolutions of the Investor; (iii) any mortgage, note, indenture, contract, agreement, instrument, lease or other document to which the Investor is a party or by which it is bound (including the Material Contracts); or (iv) any judgment, decree or order binding on the Investor or the property or assets.
• (e) Due Execution. This Agreement has been duly authorized, executed and delivered by the Investor and constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought.
• (f) Approvals. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of any Governmental Authority is necessary or required for the performance by the Investor of its obligations hereunder.
• (g) Assets. All Assets owned, leased or used by or on behalf of the Investor are owned, used or leased in compliance with all Applicable Laws. The Investor has not received any written communication from any Governmental Authority that any of its Assets are being owned, leased or used in violation of Applicable Laws and, no Governmental Authority has alleged or threatened that the Investor's Assets are being owned, leased or used by the Investor in violation of Applicable Laws.
• (h) Activities and Ordinary Course of Business. The Investor has not at any time carried on any business or other activities other than the business of negotiating, entering into and carrying out the transactions contemplated by this Agreement.
• (i) Tax Laws and Taxes. The Investor has complied in all material respects with all Applicable Laws regarding taxation with respect to the ownership or operation of its business.
• (j) Liabilities. The Investor does not have any liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, of over \$[●] and none of such liabilities, obligations, indebtedness or commitments may (i) hinder or impede the performance of Investor's obligations under this Agreement; or (ii) result in a situation of insolvency or diminished capacity of Investor for the purposes of performing its obligations under this Agreement.
• (k) No Non-Competition Agreements. The Investor is not a party to or bound by any commitment or agreement containing any covenant expressly limiting its freedom to compete in any line of business, transfer or move any of its Assets or operations or which

materially or adversely affects the business practices, operations or conditions of the Investor.

• (l) Off Balance Sheet Transactions. The Investor is not party to or bound by any operating leases or any "off-balance-sheet" transactions or arrangements.
• (m) Compliance With Laws. The Investor has been and is in compliance in all material respects with all Applicable Laws.
• (n) No Brokers' Fees. The Investor has not incurred any liability, contingent or otherwise, for brokers', agents' or finders' fees in respect of this Agreement for which Zandor shall have any obligation or liability.
• (o) No Claims or Litigation. There are no actions pending, or to the Investor's knowledge, threatened, before any Governmental Authority, mediator or arbitrator against the Investor, nor to the Investor's knowledge, are there any judgments, decrees, injunctions, orders or awards outstanding against the Investor. There are no actions pending or, to the Investor's knowledge, threatened, before any Governmental Authority, mediator or arbitrator against the Investor which will impair the Investor's ability to perform its obligations under this Agreement.
• (p) No Bankruptcy. The Investor is not in a state of bankruptcy or moratorium and has not sought protection under any bankruptcy or moratorium law, or in general sought or initiated any action designed to receive protection against creditors.
• (q) Unlawful Payments. Neither the Investor nor any current employee or agent has made or will make any payment of money, or gift of anything of value, directly or indirectly, to any Government Official, for the purpose of securing or inducing the act, decision, influence, or omission of such Government Official to obtain, retain, or direct business, or secure any improper advantage, for the Investor or any of its Affiliates or for any other Person in connection with this Agreement. The prohibition on indirect payments or commitments includes any situation where the Person making the payment knows, believes, or is aware of the possibility that the Person receiving the payment will pass the payment through, in whole or in part, to a Government Official in the circumstances set forth above.
• (r) Funding. The Investor will procure access to funding that is sufficient to achieve its funding and other obligations pursuant to this Agreement.
• (s) Technical Capacity. The Investor has the technical capacity to carry out the role of Operator pursuant to the terms and conditions of this Agreement.
• (t) Area. The Investor acknowledges and confirms that it has visited and assessed the Area and has found it suitable for conduction of Operations. It also acknowledges and accepts that any infrastructure (including galleries, plants, surface infrastructure and installed non free-movable equipment) built by it in conducting the Operations within the Mining Title, shall remain the property of Zandor, at no cost to Zandor, at the termination of this Agreement.

The representations and warranties set forth above shall survive the execution and delivery of any documents provided under this Agreement, and shall remain true and correct during the term of this Agreement. For a representation or warranty made to the Investor's "knowledge," the term "knowledge" shall mean actual knowledge on the part of the officers, employees, and agents of the Investor or of facts that would reasonably lead to the indicated conclusions.

3.2 Representations and Warranties of Zandor. Zandor represents and warrants to the Investor as follows and acknowledges that the Investor is relying on such representations and warranties in entering into this Agreement, which representations and warranties are given as of the Effective Date:

• (a) Subsisting Corporation. Zandor is a corporation duly incorporated and organized and validly existing under the laws of its jurisdiction of incorporation.
• (b) Corporate Power. Zandor has full corporate power, authority and capacity and is duly qualified to carry on its business as now conducted and to own its properties and assets and to carry out its obligations under this Agreement.
• (c) Zandor Branch. The Zandor Branch:
• (i) is duly registered and organized as a branch of Zandor under the Laws of Colombia; and
• (ii) as a branch of Zandor has the same full corporate power, authority and capacity and is duly qualified to carry on its business as now conducted and to own its properties and assets, and to carry out its obligations under this Agreement as Zandor.
• (d) No Conflict. The execution and delivery of this Agreement and the performance by Zandor of its obligations hereunder do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both), or result in a right of termination, modification or acceleration under, or require any consent, approval or notice under, (i) any Laws applicable to Zandor; (ii) the Charter, by-laws or resolutions of Zandor; (iii) any mortgage, note, indenture, contract, agreement, instrument, lease or other document to which Zandor is a party or by which it is bound; or (iv) any judgment, decree or order binding Zandor or its property or Assets.
• (e) Due Execution. This Agreement has been duly authorized, executed and delivered by Zandor and constitutes a legal, valid and binding obligation of Zandor enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought.
• (f) Approvals. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of any Governmental Authority is necessary or required for the performance by Zandor of its obligations hereunder.
• (g) No Brokers' Fees. Except for any Maintenance Fees, Zandor has not incurred any liability, contingent or otherwise, for brokers', agents' or finders' fees in respect of this Agreement for which the Investor shall have any obligation or liability.
• (h) No Claims or Litigation. There are no actions pending or, to Zandor's knowledge, threatened, before any Governmental Authority, mediator or arbitrator against Zandor which will impair Zandor's ability to perform its obligations under this Agreement.
• (i) No Bankruptcy. Zandor is not in a state of bankruptcy or moratorium Zandor has not sought protection under any bankruptcy or moratorium law or in general has not sought or initiated any action designed to receive protection against creditors in general.
• (j) The Mining Title. Zandor is the legal, registered and beneficial owner of the Mining Title. The Mining Title is in good standing as of the Effective Date and Zandor has made its best efforts to ensure compliance with Applicable Laws to maintain the Mining Title in good

standing. To the best of Zandor's knowledge, there are no claims or demands brought against the Mining Title that could affect the enforceability of the obligations or undertakings of Zandor under this Agreement. The representations and warranties set forth above shall survive the execution and delivery of any documents provided under this Agreement. For a representation or warranty made to Zandor's "knowledge," the term "knowledge" shall mean actual knowledge on the part of the officers, employees, and agents of Zandor or of facts that would reasonably lead to the indicated conclusions.

3.3 Disclosures. Each of the Parties represents and warrants that it is unaware of any material facts or circumstances that have not been disclosed in this Agreement to the other Party, which should be disclosed to the other Party in order to prevent the representations and warranties in this Article from being materially misleading. Each such Party has provided to or made available for inspection by such other Party all information it believes to be relevant concerning the Assets, the Licenses and the Operations but does not make any representation or warranty, express or implied, as to the accuracy or completeness of the information (except as provided in Section 3.1 or Section 3.2, as applicable) or as to the boundaries or value of the Assets, the Licenses and the Operations. Each Party represents to the other that in negotiating and entering into this Agreement it has relied solely on its own appraisals and estimates as to the economic terms of this Agreement, the Operations and upon its own geologic and engineering interpretations related thereto.

3.4 Indemnities/Limitation of Liability.

• (a) Each Party shall indemnify the other Party, its Affiliates, and their respective directors, officers, employees, agents and attorneys (collectively the "Indemnified Parties") from and against the entire amount of any Material Loss. A "Material Loss" shall mean all costs, expenses, damages or liabilities (other than special or consequential damages including loss of profits or revenues), including attorneys' fees and other costs of litigation (either threatened or pending), arising out of or based on a breach by a Party ("Indemnifying Party") of any representation, warranty or covenant contained in this Agreement, including:
• (i) any action taken for or obligation or responsibility assumed on behalf of the other Party, its Affiliates, or their respective directors, officers, employees, agents and attorneys by a Party, its Affiliates, or their respective directors, officers, employees, agents and attorneys, in violation of Section 4.1; or
• (ii) failure of a Party or its Affiliates to comply with its obligations under Section 16.4 and Exhibit C – Right of First Refusal.

If any claim or demand is asserted against an Indemnified Party in respect of which such Indemnified Party may be entitled to indemnification under this Agreement, notice of such claim or demand shall promptly be given to the Indemnifying Party (provided that the failure of any Person to give notice of such claim shall not relieve the Indemnifying Party hereunder unless, and only to the extent, such failure adversely affects the Indemnifying Party's ability to defend against the claim). The Indemnifying Party shall have the right, but not the obligation, by notifying the Indemnified Party within 30 days after its receipt of the notice of the claim or demand, to assume the entire control of (subject to the right of the Indemnified Party to participate, at the Indemnified Party's expense and with counsel of the Indemnified Party's choice), the defense, compromise, or settlement of the matter, including, at the Indemnifying Party's expense, employment of counsel of the Indemnifying Party's choice. Any damages to the assets or business of the Indemnified Party caused by a failure by the Indemnifying Party to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner requested by the Indemnified Party, after the Indemnifying Party has given notice that it will assume control of the defense, compromise, or settlement of the matter, shall be included in the damages for which the Indemnifying Party shall be obligated to indemnify the Indemnified Party. Any settlement or compromise of a matter by the Indemnifying Party shall include a full release of claims against the Indemnified Party which has arisen out of the indemnified claim or demand.

3.5 Covenants of the Investor. The covenants in this Article 3.5 remain in force from the Effective Date until the Termination Date.

• (a) Authorisations. The Investor shall promptly:
• (i) obtain, comply with and do all that is necessary to maintain in full force and effect; and
• (ii) supply certified copies to Zandor of any Authorisation required under any law or regulation of its jurisdiction of incorporation to:
  • (A) enable it to perform its obligations under the Agreement and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of the Agreement; or
  • (B) own any Assets and carry on its business as it is being conducted.
• (b) Funding. The Investor will ensure that it is at all times able to fund Operations and any other of its obligations pursuant to this Agreement.
• (c) Operational Capacity. The Investor must maintain the operational capacity to carry out the role of Operator pursuant to the terms and conditions of this Agreement.
• (d) Mining Title. The Investor acknowledges and confirms that:
• (i) any infrastructure built by it in conducting the Operations within the Mining Title, shall at all times remain the property of Zandor, at no cost to Zandor, at the termination of this Agreement; and
• (ii) the works by Zandor within the Mining Title, may in the future move towards the Area; and therefore agrees that Zandor will have absolute priority at any time to continue its works into the Area with prior notice and with no indemnity to Investor. Without prejudice to the above, in the event that Zandor's activities within the Area materially obstruct or impede the activities of Investor under this Agreement, the Parties will jointly work to coordinate their activities in order to eliminate or minimize, if at all possible, disruptions on the activities of Investor.
• (e) Costs of Operations. The Investor shall commit to keep the Costs of Operations in line with international industry standards.

3.6 Covenants of Zandor. The covenants in this Article 3.6 remain in force from the Effective Date until the Termination Date.

• (a) Mining Title. Zandor shall maintain the Mining Title in good standing, including payment of any applicable fees and compliance with all applicable regulations as well as of terms and conditions to ensure continuity of the Mining Title; and
• (b) Access. Zandor must ensure that the Investor and any of its officers, employees and agents have access and the right to use to the Area and Facilities at all reasonable times.

3.7 Further acknowledgments. The Parties acknowledge and agree that Zandor shall, at all times during the term of this Agreement, have the right to:

• (a) carry out directly or to contract with third parties the exploration and production of minerals in areas of the Mining Title different than the Area;
• (b) grant any security or rights to third parties over the Mining Title, or dispose of the Mining Title in terms and conditions of its sole discretion, provided, however, that in case of any such transactions, the beneficiaries of any rights granted over the Mining Title are bound in writing to abide by the terms of this Agreement; and
• (c) if future Zandor operations in the "Sandra K Techo" and/or "Veta Vera" veins and any associated geological structures lead Zandor to conduct operations within the Area, Zandor shall notify the Investor, and the Parties will jointly work to coordinate their activities in the Area in order to eliminate or minimize, if at all possible, disruptions on the activities of each Party; or else, to agree on joint operations, divisions of zones or other suitable operating arrangements.

ARTICLE IV RELATIONSHIP OF THE PARTIES

4.1 No Partnership. Nothing contained in this Agreement shall be deemed to constitute either Party the partner of the other or, except as otherwise herein expressly provided, to constitute either Party the agent or legal representative of the other, or to create any fiduciary relationship between them. The Parties do not intend to create, and this Agreement shall not be construed to create, any mining, commercial or other partnership.

4.2 Bankruptcy of a Party. A Party shall cease to have any power as a Party or Operator or any voting rights or rights of approval hereunder upon bankruptcy, insolvency, dissolution or assignment for the benefit of creditors of such Party, and its successor upon the occurrence of any such event shall be liable for all obligations of the Party under this Agreement.

4.3 Other Business Opportunities. Except as expressly provided in this Agreement, each Party shall have the right to engage in and receive full benefits from any independent business activities or operations, whether or not competitive with this Business, without consulting with, or obligation to, the other Party.

4.4 Implied Covenants. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.

4.5 No Third Party Beneficiary Rights. This Agreement shall be construed to benefit the Parties and their respective successors and assigns only, and shall not be construed to create third party beneficiary rights in any other Person or in any Governmental Authority.

ARTICLE V PARTICIPATING INTERESTS

5.1 Participating Interests of the Parties. The Participating Interest of each Party shall be adjusted from time to time as provided in this Agreement. On the Effective Date the Parties have the following Participating Interests:

Party	Participating Interest
The Investor	70%
Zandor	30%
Total:	100%

5.2 Adjustment of Participating Interests. A Party's Participating Interest shall from time to time be adjusted upon the occurrence of any of the matters set out in Section 6.3.

5.3 Actions in Accordance with Agreement. Each Party agrees to take all such steps as may reasonably be within such Party's power, so as to comply with and act, and to cause its Affiliates to comply with and act, in a manner contemplated by the provisions of this Agreement and so as to give effect to the terms, intent and meaning of this Agreement and shall cause its nominee Members to act accordingly and, if one or more of such nominee Members fails to act accordingly, each Party shall forthwith take such steps as may be within such Party's power to immediately remove the non-complying nominee Member from such position.

ARTICLE VI INTERESTS AND OBLIGATIONS OF PARTIES

• 6.1 Funding. The Joint Venture shall be funded as follows:
• (a) Funding by the Investor. At its own cost and risk, the Investor shall be responsible for funding the following:
  • (i) All approved work Programs and Budgets;
  • (ii) all costs of Operations, including social responsibility programs, easements and other Costs as approved by the Management Committee;
  • (iii) the Processing Costs;
  • (iv) any working capital required to fund Operations; and
  • (v) Transport and Commercialization of Ore and Products.
• (b) Funding by Zandor. At its own cost and risk, Zandor shall be responsible for funding the following:
  • (i) If applicable, any Maintenance Fees in relation to the Area, and
  • (ii) any costs for ensuring access of Operator to the Area and continued Operations.
• (c) Funding in United States Dollars. All funding commitments shall be in United States dollars.

6.2 Funding Requirements.

(a) Zandor hereby confirms that the Investor is permitted to secure external financing in order to fund its funding obligations pursuant to Section 6.1. Such financing will not be provided by Zandor or any of its Affiliates.

• (b) In the event that the Investor secures any debt, it shall not be entitled to create or assume any Encumbrance on any of the rights or Assets (including the Mining Title) belonging to Zandor, including the Facilities and those rights arising from this Agreement.
• (c) Any financing made directly by the Investor shall be repaid by the Investor's own funds or by way of its share of Net Income. No creditor of the Investor shall have any recourse to the Assets, the Facilities, or Zandor or any of its Affiliates.
• (d) Except as provided for in this Agreement, the Investor shall haves no priority rights in respect of any distributable income.

6.3 Changes in Participating Interests.

• (a) Zandor's Participating Interest may not de diluted.
• (b) The Investor's Participating Interest shall be adjusted or eliminated in the event that the Investor fails to contribute the required funds in respect of an approved work Program and Budget. In the event Investor fails to contribute the required funds in respect of an approved work Program and Budget, and without prejudice to exercise its rights of termination of this Agreement, Zandor may contribute such funds. In such a case, the Investor's Participation will be diluted in accordance with the following formula:

a x100%

A + B

Where:

"a" is the amount of the Total Equity Contribution of the Investor from the Effective Date until the date of its failure to contribute a cash call;

"A" is the aggregate amount of the contributions of all Parties from the Effective Date until the date of Investor's failure to contribute a Cash Call (all contributions by Investor deemed to be 70% for its own account and 30% on the account of Zandor); and

"B" is the aggregate of all the additional contributions of all Parties, including the additional contribution of Zandor in lieu of the amount not contributed by the Investor.

In the event that the Investor's Participating Interest is diluted to 10% or less, it will entail replacement of Participation of the Investor by a 5% contractual net profits interest.

In the event that the Investor's Participating Interest is diluted to less than a 50% Participating Interest, Zandor will have the right (but is under no obligation) to become the Operator.

ARTICLE VII PROCESSING and COMMERCIALIZATION

7.1 Processing. Processing of the Ore produced in the Area and Commercialization of Products will be conducted by Investor per the following guidelines:

• (a) Ore will be processed in the Facilities at the Processing Cost and at the volumes provided for in this Agreement.

• (b) Investor shall ensure that the Facilities:

• (i) have an installed capacity sufficient to process all Ore produced in the Area;

• (ii) meet the minimum recovery of 60% for silver and 80% for gold, simultaneously;
• (iii) is fully permitted, including environmental, zoning and other permits; that such permits remain valid and in force at all times; and that any capacity increases meet such permitting requirements.
• 7.2 Processing Costs: All Processing Costs shall be treated as Costs.

7.3 Costs of Commercialization: Costs of Commercialization will be typically deducted from the proceeds of sales of Products to independent purchasers. However, should Investor have to fund any Commercialization costs, they will be deemed as Costs and treated in a similar way as Processing Costs.

7.4 Alternative Processing Arrangements: The Parties shall procure that Processing of the Ore be made in the most efficient and cost effective manner. Investor, as the Operator and in charge of Processing, shall make its best efforts to acquire, build, contract or otherwise make available Facilities for Processing of the Ore at the capacity and efficiency parameters required in this Agreement. However, if adequate Facilities cannot be constructed or secured by the time Mining is scheduled to start, the Investor may require that Ore be processed in the facilities of the Maria Dama plant owned by Zandor (which for all purposes and for the time Ore is processed there, should be deemed as the Facilities) on a cost basis and until such time as proper Facilities can be secured and be operational; provided however, that any capital investment requirements to be made in such plant to accommodate the Processing of the Ore, shall be funded by Investor, unless otherwise agreed by the Parties. In such a case the Investor will continue to account Processing Costs as charged by Zandor, as a Cost.

ARTICLE VIII MANAGEMENT COMMITTEE

8.1 Organization. The Parties hereby establish a Management Committee to determine overall policies, objectives, procedures, methods and actions under this Agreement. Except as otherwise delegated to the Operator pursuant to this Agreement, the Management Committee shall have exclusive authority to determine all matters related to overall policies, objectives, procedures, methods and actions under this Agreement.

• 8.2 Composition. The Management Committee shall be comprised as follows:
• (a) the Management Committee shall be comprised of three Members, two of whom shall be nominees of the Investor and one of whom shall be the nominee of Zandor. The nominees and their alternates elected as at the Effective Date are listed in Exhibit E (Management Committee Nominees).
• (b) Each Member of the Management Committee shall have an alternate representative who can act for a given Member in the event said Member is absent to a meeting of the Management Committee.
• (c) Where the Investor's Participating Interest is required to be reduced to a percentage that is less than 50% by reason of the occurrence of any of the matters referred to in Section 6.3, Zandor shall have the right to require that the Investor causes one of its representative Members to immediately resign, and to replace such Member by a Member nominated by Zandor.
• (d) Either Party may change the nominees in Exhibit E (Management Committee Nominees) from time to time by informing the other Party of the said change in writing.

8.3 Resignation of Members. Any Member may resign upon five days' prior notice to the other Members and to the Parties, in which case the Parties shall convene a meeting of the Parties to appoint another Member, which Member shall be nominated by the Party who originally nominated the Member that resigned to the Management Committee to replace the resigning Member. Until the vacancy is filled, the Members shall not transact any business or exercise any of their powers or duties except those necessary to preserve the business and assets of the Joint Venture If the Party entitled to do so fails for any reason to nominate an individual to fill such vacancy within [30] days after such vacancy arises, the remaining Members shall be entitled to transact all business and exercise all of their powers and duties notwithstanding such vacancy.

8.4 Removal of Members. The Parties may remove any Member, either with or without cause, at any time at the request of the Party who originally nominated the Member being removed, by convening a meeting of Parties. The Parties shall approve such removal and appoint another Member at such meeting, which Member shall be nominated by the Party who originally nominated the Member that was so removed, to the Management Committee to replace the removed Member. The Parties shall convene a meeting to remove any Member who, subject to Applicable Law, acts in any manner that is inconsistent with the terms and conditions of this Agreement. Until the vacancy is filled, the Members shall not transact any business or exercise any of their powers or duties except those necessary to preserve the business and assets of the Joint Venture If the Party entitled to nominate an individual to fill such vacancy fails to do so for any reason within 30 days after such vacancy arises, the remaining Members shall be entitled to transact all business and exercise all of their powers and duties notwithstanding such vacancy.

8.5 Chairman and Secretary. The Chairman of the Management Committee shall be the Member appointed by Zandor, who shall be responsible for co-ordinating and directing all activities of the Management Committee. The secretary at each meeting of the Management Committee shall take minutes of meetings and circulate copies thereof to each Member within 10 Business Days after the meeting. The minutes, once signed by a Member representing a Party, shall be the official record of the decisions made by the Management Committee and shall be binding on the Parties, provided that failure of a Member to sign such minutes shall not invalidate such meeting.

8.6 Meetings of the Management Committee. The Management Committee shall meet quarterly on a day to be determined by the Chairman and specified in the notice of such meeting. Special meetings of the Management Committee may be called by the Chairman or at the request of the Operator or any Member to the Chairman. The Member calling a special meeting approved by the Chairman, and the Chairman of the Management Committee with respect to regularly scheduled meetings, shall provide a reasonably detailed agenda and copies of documents to be considered by the Management Committee together with the notice of meeting. Notice of any meeting of the Management Committee shall be in writing. Notice shall be given at least ten (10) Business Days before the intended date of the Meeting, unless such notice is waived by all Members. Notices of meetings called for the approval of a proposed Program and Budget (or a modification of an approved one) shall comply with the provisions of Section 10.4below.

8.7 Location of Meetings. Unless all Members otherwise agree, the regularly scheduled quarterly meetings of the Management Committee shall be held in person, in Medellín, Colombia. Meetings of the Management Committee may be attended by a Member by means of a conference telephone or other communication facilities by which means all Members participating in the meeting can hear each other. A Member participating in a meeting by conference telephone or other communications facilities shall be deemed to be present at the meeting and shall be counted in the quorum therefor and be entitled to speak and vote thereat.

8.8 Quorum. A quorum of the Management Committee shall be constituted at any meeting with the presence of three Members.

If at any meeting, a quorum is not present in person or by telephone conference within 20 minutes following the time of day scheduled for the meeting, then the meeting shall stand adjourned to the fifth subsequent Business Day to reconvene then at the same time and place, whereupon a quorum shall be constituted by the Members present at such reconvened meeting. If a quorum is constituted at the commencement of business at any meeting then, notwithstanding the withdrawal of any Member of the meeting so as to reduce the number present to less than a quorum, the remaining Member or Members, as the case may be, shall be capable of making decisions. If the Members representing one Party, acting alone has, according to the foregoing provisions, the power at any meeting or adjourned meeting to constitute a quorum and to make a decision, any decision of such Members shall be made by instrument in writing, executed by such Members and delivered to the Chairman.

8.9 Committee Decisions and Majorities. On any matter to be decided by the Management Committee, each Member shall be entitled to cast one vote. The Chairman shall not be entitled to a tiebreaking. All decisions or actions of the Management Committee shall be binding on all the Parties and the Operator and shall be made, unless otherwise provided for in this Agreement, by the affirmative vote representing at least 2 of the Members present at the meeting. The Members of the Management Committee shall ensure, and shall propose and vote in favor of approval of Programs an Budgets and any other actions which are reasonably required for, achieving the stated the objectives of this Agreement, including but not limited to, the stated mining and processing volumes and recovery rates.

8.10 Powers of Management Committee. The Management Committee will have the following duties:

• (a) Consider and approve or review execution of approved costs as presented by the Operator;
• (b) Each individual member may at any time request from Operator all relevant information related to Operations and accounting;
• (c) Approve structures and long term contracts for refining and sales of minerals and Products from Operations; and
• (d) Review compliance by the Operator with Applicable Laws and regulations in connections to Operations.

8.11 Authority to Bind. At all meetings of the Management Committee, the Members present shall have full power and authority to represent, bind and vote for the Party who appointed them in all matters to be decided by the Management Committee.

8.12 Action Without Meeting in Person. In lieu of meetings in person, the Management Committee may conduct meetings by telephone or video conference, so long as minutes of such meetings are prepared in accordance with Section 8.5. The Management Committee may also take actions in writing signed by all Members.

8.13 Rules and Procedures. The Management Committee may make such rules and adopt such procedures for its functioning not inconsistent with this Agreement.

8.14 Actions Requiring Special Approval. The following matters shall require the affirmative unanimous vote of all Members of the Management Committee:

• (a) Consider and approve or modify Programs and Budgets as presented by the Operator;
• (b) conducting any Operations outside of the Area;
• (c) the winding down of Operations;
• (d) the production of any sellable mineral other than silver and gold;

• (e) any Operations that may put the operations of Zandor in the Mining Title at risk, or the Mining Title itself, or which would require amendments to terms of the Mining Title or environmental or other permits of Zandor in connection with the Mining Title;

• (f) any Operations which legality or conformity with Applicable Laws and regulations or rights of third parties is not agreed on by both Parties;

• (g) Modifying terms of Programs and Budgets that have already been approved;
• (h) Distributions of cash available for Distribution (Net Income) as defined in section 12.4; and
• (i) Transactions with Affiliates of any of the Parties.

Notwithstanding the foregoing, in case of emergency, the Operator may take any reasonable action it deems necessary to protect life or property, or to protect the Assets or to comply with Applicable Laws.

ARTICLE IX OPERATOR

9.1 Appointment. The Parties hereby appoint the Investor as the Operator with overall management responsibility for Operations. The Operator will conduct Operations in accordance with industry standards with care, efficiency, social acceptability and in an environmentally sensible manner.

9.2 Powers and Duties of Operator. Subject to the terms and provisions of this Agreement, the Operator shall have the following powers and duties:

• (a) Prepare and submit to the Management Committee monthly reports including results of Operations and of execution of Programs and Budgets;
• (b) Manage and conduct Operations in accordance with Applicable Laws and permits and in accordance with international technical, safety, social and environmental standards of the mining industry;
• (c) Ensure continued security in the sites of Operations, including personnel, as well as in transport of Ore or Products;
• (d) Allow Zandor unrestricted access to sites, offices, data and information of Operations, including the Facilities and including permanent representatives at such locations;
• (e) Prepare Programs and Budgets and present them for approval of Management Committee;
• (f) Execute approved Programs and Budgets;
• (g) On or before the Termination Date or any other date of Termination of this Agreement pursuant to its terms, conduct, at its own cost, environmental reclamation and wind-down of Operations in a manner consistent with international mining industry standards and Applicable Laws;
• (h) Maintain proper accounting of Operations as well as the Business Account in accordance with IFRS and the Accounting Procedure; and
• (i) Represent the Parties before third parties with respect to the Operations.

9.3 Standard of Care. The Operator shall discharge its duties under Section 9.2 and conduct all Operations in a good, workmanlike and efficient manner, in accordance with sound mining and other applicable industry standards and practices, and in accordance with Laws and with the terms and provisions of leases, licenses, permits, contracts and other agreements pertaining to the Assets. The Operator shall not be liable to the other Party for any act or omission resulting in damage or loss except to the extent caused by or attributable to the Operator's wilful misconduct or gross negligence.

9.4 Transactions with Affiliates. If the Operator engages Affiliates to provide services hereunder, it shall do so on terms no less favourable than would be the case in arm's length transactions with unrelated Persons.

9.5 No Fee. No fee is payable to the Operator under this Agreement. The only remuneration that the Operator is entitled to under this Agreement is in relation to its Participating Interest in the Joint Venture.

9.6 Operational Capacity. The Operator must ensure that Operations are diligently carried out and are completed:

• (a) in accordance with the terms of the Agreement;
• (b) in a good and workmanlike manner, using materials of good quality which are fit for their respective purposes;
• (c) in accordance with Applicable Law; and
• (d) at least in accordance with the relevant industry standards.

9.7 Authorisations. Zandor authorises the Operator to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to it under or in connection with this Agreement pursuant to Section 9.2 together with any other incidental rights, powers, authorities and discretions.

ARTICLE X PROGRAMS AND BUDGETS

10.1 Operations Pursuant to Programs and Budgets. Operations shall be conducted, expenses shall be incurred, and assets shall be acquired only pursuant to adopted Programs and Budgets presented by the Operator and approved by the Management Committee.

10.2 Presentation of Programs and Budgets. Proposed Programs and Budgets shall be prepared by the Operator for a period of six months or any other period as approved by the Management Committee, and shall be submitted to the Management Committee for review and consideration. Proposed Programs and Budgets may include Exploration, Pre-Feasibility Studies, Feasibility Studies, Development, Mining, or Expansion or modification of Operations, or any combination thereof, and shall be reviewed and adopted upon a vote of the Management Committee in accordance with this Agreement.

Each Program and Budget adopted by the Management Committee, regardless of length, shall be reviewed at every six months at a meeting of the Management Committee. During the period encompassed by any Program and Budget, and at least one calendar month prior to its expiration, a proposed Program and Budget for the succeeding period shall be prepared by the Operator and submitted to the Management Committee for review and consideration.

10.3 Content of Programs and Budgets. All Programs and Budgets submitted by the Operator to the Management Committee in accordance with this Article IX must contain confirmation of:

• (a) Compliance of the Operations in respect of all necessary permits, licenses and approvals and compliance with all Applicable Laws;
• (b) The commencement of Operations within a reasonable time frame from the Effective Date; and
• (c) Sustaining Operations, expanding or restricting Operations, as required, and exploration and replacement of reserves.

10.4 Review and Adoption of Proposed Programs and Budgets. Upon receipt of a proposed Program and Budget from the Operator, each Member shall have the right to send comments and questions in writing to the Operator about such proposed Program and Budget. The Operator shall circulate all questions and comments to all other Members and endeavour to respond to any queries and make any distributions to all Members, within a reasonable period of time. Members may also pose questions and make comments or proposals in connection with a proposed Program and Budget, during meetings of the Management Committee. Members will make their best efforts to have appropriately reviewed and have a position in relation to, a proposed Program and Budget, at the time of the meeting of the Management Committee called to approve such proposed Program and Budget.

Programs and Budgets shall be adopted in meetings of the Management Committee called for that purpose (among others). Meetings of the Management Committee called to adopt a proposed Program and Budget (or a modification of an approved one) shall only be held at least twenty (20) Business Days after the circulation among Members of such proposed Program and Budget.

10.5 Budget Overruns.

• (a) The Operator shall promptly notify the Management Committee of any anticipated material departure from an adopted Program and Budget of which it is aware. If the Operator exceeds an adopted Budget by less than 10% in the aggregate, then the excess of up to 10% shall be for the sole account of the Investor.
• (b) In the event of Budget overruns of 10% or more, the Operator is required to re-submit a revised Program and Budget to the Management Committee for approval in accordance with Article 9.4, the Operator shall circulate among the members the proposed modification and call for a meeting of the Management committee in the from provided for in this Agreement

10.6 Emergency or Unexpected Expenditures. In case of emergency, the Operator may take any reasonable action it deems necessary to protect life or property, to protect the Assets or to comply with Laws. The Operator may make reasonable Expenditures for unexpected events that are beyond its reasonable control and that do not result from a breach by it of its standard of care. The Operator shall promptly notify the Parties of the emergency and/or unexpected expenditure. The costs of actions resulting from emergencies shall be borne by the Investor.

ARTICLE XI ACCOUNTS AND SETTLEMENTS

11.1 Accounts. Operator shall maintain at all times the accounting of Operations in accordance with the Accounting Procedures of Exhibit D.

11.2 Fiscal Year. The fiscal year of the Joint Venture shall be the 12 calendar month period commencing on January 1 of each year and ending on December 31 of the same year.

11.3 Quarterly Statements. The Operator shall establish and maintain the Business Account. It shall also promptly submit to the Management Committee quarterly statements of account reflecting in reasonable detail the charges and credits to the Business Account during the preceding month.

ARTICLE XII FLOW OF FUNDS AND DISTRIBUTION OF CASH FLOW

12.1 General Intention. It is the intention of the Parties that Operations shall be funded and funds shall be flowed to the Parties in such a way as to maximize Net Income and minimize taxes.

12.2 Accounting. Accounting for the Joint Venture is intended to be a cash accounting where Costs are deducted from income from Operations and Net Income is distributed between the Parties. Depreciation and amortization as well as other non-cash items in connection with the capital costs, financing and/or Assets contributed by each Party will be accounted for by each Party individually. Furthermore, income taxes on Net Income of each Party shall be the assessed and paid for by each Party for its own account.

12.3 Capital Requirements. Any capital or working capital requirements for Operations shall be provided by the Investor, at its sole risk, and repayment of any financial or commercial obligations arising from funding of Operations shall be solely for the account of Investor. In no event shall Zandor be obligated to contribute any capital or working capital requirements for Operations or be liable for repayment of any financing arranged by Investor to fund capital requirements for Operations. However, for the purposes of calculating and distributing Net Income, any repayment of debt and amortization of capital contributions by Investor, shall be deemed as Costs and shall be deducted from Net Income. The Operator shall ensure that any financial obligations are paid and amortizations are reimbursed. Any capital contributions by Investor or financing arranged by Investor shall be at arm's length and commercial terms and shall require approval by the Management Committee as part of approval of Programs and Budgets.

12.4 Distribution of Net Income. Upon the Management Committee determining that there is Net Income available for distribution, the Management Committee shall take all necessary action to cause such available cash to be distributed to the Parties in proportion to their respective Participating Interests.

12.5 Form of Distributions. Net Income shall be distributed quarterly, if possible, and if not possible then semi-annually or annually (and in any event as soon as is reasonably possible), to the Parties in accordance with each Party's request regarding the form of distribution.

12.6 Losses. In the event of any negative Net Income from time to time, the Investor shall be solely responsible for funding any and all Costs of Operations. Any such Costs incurred by the Investor may be deducted from any future positive Net Income as determined by the Management Committee in accordance with Article 11.4. Advances by Investor for covering Costs during a period of negative Net Income shall bear no interest. In the event that Zandor's Participating Interest share of any payments in respect of such losses have not been recovered by the Investor as at the Termination Date, then the Investor will assume all such losses.

ARTICLE XIII WITHDRAWAL AND TERMINATION

13.1 Termination. This Agreement shall continue in full force and effect from the date hereof until the Termination Date, including any extensions to it agreed upon by the Parties, except in the case of prior termination in the event of the earliest to occur of the following:

• (a) an instrument in writing is signed by all of the Parties terminating this Agreement;
• (b) the termination of the Mining Title, for any cause;
• (c) the Investor gives six months' prior written notice to Zandor of its intention to terminate, providing that it guarantees at Zandor's satisfaction, the performance of any reclamation activities in the Area and the liquidation of the Business Account;
• (d) Zandor gives notice of its intention to terminate pursuant to Section 13.2.
• (e) any of the Parties gives notice of its intention to terminate following a breach by the other Party of any material obligations, resulting in material damages to the other Party. Such breach is subject to a cure period of 30 days.

13.2 Zandor's Termination Rights. Zandor may terminate this Agreement in the following circumstances:

• (a) Investor fails to discharge its duties as Operator pursuant to Sections 10.2 (Presentation of Programs and Budgets); 10.3 (Content of Programs and Budgets); or
• (b) Investor fails to fund Operations as approved by the Management Committee or fails to pay Zandor the Processing Costs or any costs of Commercialization;
• (c) Investor fails to propose and vote for Programs and Budgets as required to comply with its obligations under this Agreement;
• (d) No Program and Budget is approved and commenced within four (4) months of the Effective Date as a result of actions or omissions of Members appointed by Investor; or
• (e) Investor's Participating Interest is diluted in accordance with Section 6.3.

Zandor's right to terminate pursuant to Section 13.1 above is subject to a cure period of 30 days.

13.3 Right to Data After Termination. After termination of this Agreement pursuant to Section 13.1, each Party shall be entitled to make copies of all applicable information acquired hereunder before the effective date of termination not previously furnished to it, but a terminating or withdrawing Party shall not be entitled to any such copies after any other termination or withdrawal.

13.4 Continuing Authority. On termination of this Agreement under Section 13.1, the Party which was the Operator prior to such termination or withdrawal (or the other Party in the event of a withdrawal by the Operator) shall have the power and authority to do all things on behalf of both Parties which are reasonably necessary or convenient to: (a) wind up Operations and (b) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Operator shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions in relation to the Business, encumber Assets, and take any other reasonable action in any matter with respect to which the former Parties continue to have, or appear or are alleged to have, a common interest or a common liability.

ARTICLE XIV OTHER MATTERS

14.1 Option on Pampa Verde Plant. Zandor hereby grants to Investor an option for a period of one year from the date hereof (the "Option Term"), to make a proposal to Zandor for the purchase of Zandor's "Pampa Verde" ore processing plant which is under construction and located within the area of the Mining Title (the "Pampa Verde Plant"). As part of such proposal, Investor would commit itself to complete construction and commissioning of the Pampa Verde Plant, to adapt it for the processing of Ore and efficient recovery of Products; to abide with current permitting and obtain any additional required permits to place it in operation; and to process in such plant the Ore mined in the Area. As part of this option, during its term Zandor shall not entertain or seek any offers or proposals from any third parties related to the Pampa Verde Plant and will have the Pampa Verde Plant available for purchase by the Investor or any of its Affiliates on a where is, as is basis. Should the option the exercised within the Option Term, Zandor will have fifteen Business Days to accept or reject the proposal. Failure by Zandor to respond to the proposal shall be irrevocably deemed as an acceptance thereof. If Investor's proposal is rejected by Zandor, the parties will engage in conversations for a minimum term of one month in order to try and reach in good faith an agreement on purchase terms for the Pampa Verde Plant. If no agreement s reached, the Option will be deemed as complied with by Zandor. However, if the Pampa Verde Plant is not sold to the Investor after it having exercised the Option, Investor shall retain a right of first refusal for the acquisition of the Pampa Verde Plant in case of a proposed sale or other form of disposition of the Pampa Verde Plant to any third parties. Such right of first refusal will be governed by the terms, mutatis mutandis, of the right of first refusal provided for in Section 16.4 hereto. The exercise of the Option shall be subject to Zandor complying with, or no longer being subject to, any contractual or regulatory restrictions or obligations arising from financing transactions or other contracts or regulations applicable to Zandor.

14.2 Tag-Along Going Public Transaction. In the event that Investor, any of its Affiliates or any of their successors or assigns, intends to list in any stock market a company or an Affiliate of a company or entity which has this Agreement as part of their underlying assets, including vend-in or contribution into a listed company (the "Listing"), Investor shall grant Zandor, its Affiliates or assigns the right to contribute their interest in this Agreement in exchange for securities of the intended listed company, at the same valuation as Investor's (the "Tag Along Right"). This Tag Along Right will have the same duration as this Agreement. For purposes of making available to Zandor the Tag Along Right, Investor shall provide written notice to Zandor, at least three months before the intended date of Listing, including the terms and valuation of the contribution of Investor's interest to this Agreement, the description of the securities being issued as consideration and sufficient information about the listed company, its assets, financials and financing strategy. Zandor will have fifteen Business Days from receipt of this notice with the complete information described here, to exercise its Tag Along Right. Failure by Zandor to respond to such notice right within the time frame provided herein, shall be deemed as non-exercise of its tag Along Right.

ARTICLE XV SUPPLEMENTAL BUSINESS AGREEMENT

At any time during the term of this Agreement, the Management Committee may determine by unanimous vote of the Members that it is appropriate to segregate the Properties and Area into areas subject to separate Programs and Budgets for purposes of conducting further Exploration, Pre-Feasibility or Feasibility Studies, Development, or Mining. At such time, the Management Committee shall designate which portion of the Properties will comprise an Area under a separate business arrangement ("Supplemental Business"), and the Parties shall enter into a new agreement ("Supplemental Business Agreement") for the purpose of further exploring, analyzing, developing, and mining such portion of the Properties. The Supplemental Business Agreement shall be in substantially the same form as this Agreement, with rights and interests of the Parties in the Supplemental Business similar to the rights and interests of the Parties in this Business at the time of the designation, unless otherwise agreed by the Parties, and with the Parties agreeing to such terms necessary for the Supplemental Business Agreement to comply with the nature and purpose of the designation. Following execution of the Supplemental Business Agreement, this Agreement shall terminate insofar as it affects the Properties covered by the Supplemental Business Agreement.

ARTICLE XVI TRANSFER OF INTEREST; RIGHT OF FIRST REFUSAL

16.1 General. A Party shall have the right to Transfer to a third party an interest in its Participating Interest, including an interest in this Agreement, solely as provided in this Article.

16.2 Limitations on Free Transferability. Any Transfer by either Party under Section 16.1 shall be subject to the following limitations:

• (a) Neither Party shall make a Transfer, without the prior written consent of the other Party provided however, that nothing in this Agreement may Prevent Zandor from disposing of the Mining Title, in which case a Transfer shall have occurred in favor of the assignee of the Mining Title.;
• (b) No transferee of all or any part of a Party's Participating Interest shall have the rights of a Party unless and until the transferring Party has provided to the other Party notice of the Transfer, and the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring Party;

• (c) Neither Party, without the consent of the other Party, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization;

• (d) No Transfer permitted by this Article shall relieve the transferring Party of its share of any liability, whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer or exists on the Effective Date; and

• (e) If a Party Transfers all of its Participating Interest under this Agreement (except to an Affiliate), the Members appointed by such Party must resign or be removed. The new holder of the Participating Interest will be entitled to the same rights to nominate Members as the transferring Party had prior to such Transfer.

16.3 Transfers to Affiliates. Notwithstanding the provisions of Section 16.1, the Parties shall be entitled, upon prior written notice to the other Party and subject to the consent of any third party lender providing financing, to Transfer the whole or any part of its Participating Interest to one or more of its Affiliates, provided that each such Affiliate has, to the satisfaction of the Management Committee, the financial capacity to discharge the obligations of the Party proposing to Transfer its Participating Interest pursuant to this Agreement, and provided that each such Affiliate has executed this Agreement as if it were an original party hereto. No such Transfer shall release or discharge the transferring Party from any of its liabilities or obligations under this Agreement. The Parties (each referred to as the "Principal") covenant and agree that if at any time any Participating Interest is Transferred to or otherwise acquired or held by any of its Affiliates (each an "Applicable Entity"), such Principal shall ensure that, prior to any Applicable Entity ceasing to be an Affiliate of such Principal, such Principal shall cause all Participating Interests held by such Applicable Entity to be Transferred to such Principal or if that is no longer possible in the circumstances, the Applicable Entity shall so notify the other Party and the event causing such Applicable Entity to cease to be an Affiliate of the Principal shall be deemed to be a Transfer under Section 16.1 and subject to Exhibit C - Right of First Refusal.

16.4 Right of First Refusal. Any Transfer by Investor under Section 16.1 (other than any permitted Transfer by an Affiliate under Section 16.3) shall be subject to a right of first refusal of Zandor to the extent provided in Exhibit C - Right of First Refusal.

ARTICLE XVII DISPUTES

17.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the Laws of Colombia.

17.2 Arbitration. Notwithstanding anything contained in this Agreement to the contrary, the Parties to this Agreement hereby agree that they intend to discharge their obligations in utmost good faith. The Parties therefore agree that they will, at all times, act in good faith, and make all attempts to resolve all differences, howsoever arising out of or in connection with this Agreement by way of each appointing one nominee/representative who shall discuss in good faith to resolve the difference ("Amicable Settlement").

In case the Amicable Settlement does not settle the dispute within (30) thirty calendar days, it shall be referred to arbitration. All disputes and differences arising out of or in connection with any of the matters set out in this Agreement, if not resolved by Amicable Settlement, shall be finally and conclusively determined by arbitration in Bogotá, Colombia, in accordance with the rules of the Chamber of Commerce of Bogotá, for the time being in force.

The dispute shall be settled by a sole arbitrator to be appointed by the parties to the dispute. The language of the arbitration shall be English. If the parties are unable to appoint a sole arbitrator by way of mutual consent, the parties to the dispute shall appoint one arbitrator each and in the event the total number of arbitrators appointed by the parties to the dispute is an even number then all the appointed arbitrators shall jointly appoint an additional arbitrator.

To the extent practical, decisions of the arbitrator shall be rendered no more than 30 (thirty) days following commencement of proceedings with respect thereto. The arbitrator shall cause its written and reasoned decision(s) to be delivered to the Parties. The arbitrator shall reach and render a decision in writing with respect to the appropriate award to be rendered or remedy to be granted pursuant to the dispute. Any arbitration award by the arbitral tribunal shall be final and binding upon the Parties, shall not be subject to appeal, and shall be where required enforced by judgment of a court of competent jurisdiction.

ARTICLE XVIII CONFIDENTIALITY, OWNERSHIP, USE AND DISCLOSURE OF INFORMATION

18.1 Business Information. All Business Information shall as applicable be owned by each Party respectively. Notwithstanding, both before and after the termination of the Business, all Business Information may be used by either Party for any purpose, whether or not competitive with the Business, without consulting with, or obligation to, the other Party. Except as provided in this Agreement or with the prior written consent of the other Party, each Party shall keep confidential and not disclose to any third party or the public any portion of the Business Information that constitutes Confidential Information.

18.2 Party Information. In performing its obligations under this Agreement, neither Party shall be obligated to disclose any Party Information. If a Party elects to disclose Party Information in performing its obligations under this Agreement, such Party Information, together with all improvements, enhancements, refinements and incremental additions to such Party Information that are developed, conceived, originated or obtained by either Party in performing its obligations under this Agreement ("Enhancements"), shall be owned exclusively by the Party that originally developed, conceived, originated or obtained such Party Information. Each Party may use and enjoy the benefits of such Party Information and Enhancements in the conduct of the Business hereunder, but the Party that did not originally develop, conceive, originate or obtain such Party Information may not use such Party Information and Enhancements for any other purpose. Except as provided in this Agreement, or with the prior written consent of the other Party, which consent may be withheld in such Party's sole discretion, each Party shall keep confidential and not disclose to any third party or the public any portion of Party Information and Enhancements owned by a Party that constitutes Confidential Information.

18.3 Permitted Disclosure of Confidential Business Information. Either Party may disclose Business Information that is Confidential Information: (a) to a Party's officers, directors, partners, members, employees, Affiliates, shareholders, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Party's performance of its obligations under this Agreement; (b) to any party to whom the disclosing Party contemplates a Transfer of all or any part of its Participating Interest, for the sole purpose of evaluating the proposed Transfer; (c) to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Party; or (d) to a third party with whom the disclosing Party contemplates any independent business activity or operation.

The Party disclosing Confidential Information pursuant to this Section 18.3, shall disclose such Confidential Information to only those Parties who have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such Parties is permitted under this Section 18.3 and who have agreed in writing supplied to, and enforceable by, the other Party to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Article XIX. Such writing shall not preclude Parties described in Section 18.3 from discussing and completing a Transfer with the other Party. The Party disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such Parties in violation of this Agreement and such other writing.

18.4 Disclosure Required by Law. Notwithstanding anything contained in this Article, a Party may disclose any Confidential Information if, in the opinion of the disclosing Party's legal counsel: (a) such disclosure is legally required to be made in a judicial, administrative or governmental proceeding pursuant to a valid subpoena or other applicable order; or (b) such disclosure is legally required to be made pursuant to the rules or regulations of a stock exchange or similar trading market applicable to the disclosing Party.

Prior to any disclosure of Confidential Information under this Section 18.4, the disclosing Party shall give the other Party at least ten days prior notice (unless less time is permitted by such rules, regulations or proceeding) and, in making such disclosure, the disclosing Party shall disclose only that portion of Confidential Information required to be disclosed and shall take all reasonable steps to preserve the confidentiality thereof, including obtaining protective orders and supporting the other Party in intervention in any such proceeding.

18.5 Public Announcements. Prior to a Party, making or issuing any press release or other public announcement or disclosure of Business Information that is not Confidential Information, a Party shall first consult with the other Party as to the content and timing of such announcement or disclosure (and shall provide a copy of such announcement to the other Party), unless in the good faith judgment of such Party, there is not sufficient time to consult with the other Party before such announcement or disclosure must be made under Applicable Laws; but in such event, the disclosing Party shall notify the other Party, as soon as possible, of the pendency of such announcement or disclosure, and it shall notify the other Party before such announcement or disclosure is made if at all reasonably possible. Any press release or other public announcement or disclosure to be issued by either Party relating to this Business shall also identify the other Party.

ARTICLE XIX GENERAL PROVISIONS

19.1 Notices. Any notice, direction or other communication given under this Agreement shall be in writing and given by delivering it or sending it by e-mail or other similar form of recorded communication addressed to:

(a) If to the Investor:

Redacted: Confidential Personal Information.

(b) If to Zandor:

Redacted: Confidential Personal Information.

With copy to:

Redacted: Confidential Personal Information.

Any such communication shall be deemed to have been validly and effectively given and received if Personally delivered, on the date of such delivery if such date is a Business Day and such delivery was made prior to 4:00 p.m. (local time at the place of delivery) and otherwise on the next Business Day, or if transmitted by facsimile or similar means of recorded communication on the Business Day following the date of transmission. Any Party may change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to such Party at its changed address.

All Notices shall be given (a) by personal delivery to the Party, (b) by electronic communication, capable of producing a printed transmission, (c) by registered or certified mail return receipt requested; or (d) by overnight or other express courier service. All Notices shall be effective and shall be deemed given on the date of receipt at the principal address if received during normal business hours, and, if not received during normal business hours, on the next business day following receipt, or if by electronic communication, on the date of such communication. Either Party may change its address by Notice to the other Party.

19.2 Gender. The singular shall include the plural, and the plural the singular wherever the context so requires, and the masculine, the feminine, and the neuter genders shall be mutually inclusive.

19.3 Currency. All references to "United States dollars" or "dollars" or "\$" herein shall mean lawful currency of the United States of America unless otherwise stated. All references to "C Pesos" herein shall mean lawful currency of Colombia.

19.4 Headings. The subject headings of the Sections and Sections of this Agreement and the Paragraphs and Subparagraphs of the Exhibits to this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

19.5 Waiver.

• (a) No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar) nor will such waiver be binding unless executed in writing by the Party to be bound by the waiver.
• (b) No failure on the part of any Party to exercise, and no delay in exercising any right under this Agreement shall operate as a waiver of such right nor will any single or partial exercise of any such right preclude any other or further exercise of such right or the exercise of any other right.

19.6 Modification. No modification of this Agreement shall be valid unless made in writing and duly executed by both Parties.

19.7 Included Words. Words used herein importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders.

• 19.8 Accounting Principles. Except as otherwise provided herein:
• (a) references to IFRS or generally accepted accounting principles herein means any references to principles recommended from time to time; and
• (b) all accounting terms not otherwise defined in this Agreement have the meanings assigned to them in accordance with [International Financial Reporting Standards] or Colombian accounting standards as the case may be for the relevant Person and the relevant financial information.

19.9 Judgment Currency.

• (a) If, for the purposes of obtaining an arbitral award or judicial decision it becomes necessary to convert any amount due under this Agreement in one currency (the "Proper Currency") into another currency (the "Other Currency"), then the conversion shall be made at the rate at which the Person which benefits from such judgment (the "Judgment Creditor") is able, in accordance with normal banking procedures, to purchase the Proper Currency with such Other Currency on the Business Day immediately prior to the day on which the award or judgment is given.
• (b) Notwithstanding any award or judgment against a Party under this Agreement (the "Judgment Debtor") expressed in a currency other than the Proper Currency the obligation of the Judgment Debtor under this Agreement in respect of any amount originally

due from it in the Proper Currency shall be discharged only to the extent that, on the Business Day following receipt by any Judgment Creditor of any amount in any Other Currency, such Judgment Creditor is able in accordance with normal banking procedures to purchase the Proper Currency with such Other Currency. If the Proper Currency so purchased is less than the amount originally due to the Judgment Creditor in the Proper Currency, the Judgment Debtor shall pay to the Judgment Creditor the difference; if the Proper Currency so purchased exceeds the amount originally due to the Judgment Creditor in the Proper Currency, such Judgment Creditor agrees to credit such excess to the Judgment Debtor.

• (c) The Judgment Debtor shall indemnify such Judgment Creditor for any premiums and costs of exchange incurred by such Judgment Creditor in connection with the conversion into, or purchase of, the Proper Currency.
• (d) The obligations in this Section 19.9 shall constitute separate and independent obligations of the Judgment Debtor from its other obligations under this Agreement and shall not merge in any award or judgment granted in respect of this Agreement.

19.10 Interest. Wherever interest is chargeable under this Agreement, unless otherwise specifically provided, interest shall be at the specified per annum rate, calculated daily and compounded on the last day of each calendar month. For the purposes hereof, the Prime Rate in effect for each day of a month shall be equal to the Prime Rate declared at noon on the first Business Day of that month. For greater certainty, the interest chargeable for any day shall be based upon the specified per annum rate in effect on that day.

19.11 Statutes. A reference to a statute, regulation or other legislation herein shall be deemed to extend to and include any amendments thereto and successor legislation.

19.12 Severability. If any provision of this Agreement is or shall become illegal, invalid or unenforceable, in whole or in part, the remaining provisions shall nevertheless be and remain valid and subsisting and the said remaining provisions shall be construed as if this Agreement had been executed without the illegal, invalid or unenforceable portion.

19.13 Next Business Day. In the event that any date on which any action is required to be taken hereunder by any of the Parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

19.14 Force Majeure. Except for the obligation to make payments when due hereunder, the obligations of a Party shall be suspended to the extent and for the period that performance is prevented by any cause, whether foreseeable or unforeseeable, beyond its reasonable control, including labour disputes (however arising and whether or not employee demands are reasonable or within the power of the Party to grant); acts of God; Laws, instructions or requests of any Governmental Authority; judgments or orders of any court; inability to obtain on reasonably acceptable terms any public or private license, permit or other authorization; curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of Environmental Laws; action or inaction by any federal, state or local agency that delays or prevents the issuance or granting of any approval or authorization required to conduct Operations beyond the reasonable expectations of the Party seeking the approval or authorization (including a failure to complete any review and analysis required by applicable Environmental Laws on a timely basis); acts of war or conditions arising out of or attributable to war, whether declared or undeclared; riot, civil strife, insurrection or rebellion; fire, explosion, earthquake, storm, flood, sink holes, drought or other adverse weather condition; delay or failure by suppliers or transporters of materials, parts, supplies, services or equipment or by contractors' or subcontractors' shortage of, or inability to obtain, labour, transportation, materials, machinery, equipment, supplies, utilities or services; accidents; breakdown of equipment, machinery or facilities; actions by native rights groups, environmental groups, or other similar special interest groups; or any other cause whether similar or dissimilar to the foregoing. The affected Party shall promptly give notice to the other Party of the suspension of performance, stating therein the nature of the suspension, the reasons therefor, and the expected duration thereof. The affected Party shall resume performance as soon as reasonably possible.

19.15 Further Assurances. Each of the Parties shall take, from time to time and without additional consideration, such further actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement or as may be reasonably required by lenders.

19.16 Entire Agreement; Successors and Assigns. This Agreement contains the entire understanding of the Parties and supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof (including, for greater certainty, the Term Sheet). This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties.

19.17 Counterparts. This Agreement may be executed in any number of counterparts, and it shall not be necessary that the signatures of both Parties be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument.

19.18 Time of the Essence. Time shall be of the essence of this Agreement.

19.19 Successors and Assigns. This Agreement shall become effective when executed by the Parties and after that time will be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns. Except as expressly provided herein, no Party may assign any of its rights or obligations hereunder without the prior written consent of the other Parties.

19.20 Paramountcy. To the maximum extent permitted by Applicable Law, the provisions of this Agreement shall supersede and override the Laws of Panama and Colombia. In the event of any inconsistency of this Agreement with the Applicable Law, the Parties shall use their commercially reasonable efforts to take all other steps to cause the Agreement to be amended to remove such inconsistency and to file such amendment as required with any applicable regulatory authority as soon as practicable.

19.21 Language. This Agreement has been negotiated in the English language. To the maximum extent permitted by Panama and Colombian law, the English language version of this Agreement shall prevail over any translation to be agreed upon between the Parties.

19.22 Expenses. Each Party shall bear its own costs and expenses in connection with the negotiation, preparation and execution of this Agreement.

[signature page follows]

"Augusto Garcia Rodriguez"

Augusto Garcia Rodriguez President

__________________________________________ "Lombardo Paredes"

Name: Lombardo Paredes Title: Legal Representative

EXHIBIT A - DEFINITIONS

"Accounting Procedures" is defined in Exhibit D – Accounting Procedure.

"Affiliate" means, in respect of a given company, a company which is its direct or indirect subsidiary company or parent company, or a company which is a subsidiary company of that parent company.

"Agreement" means this Second Amended and Restated Joint Venture Agreement, including all amendments and modifications and all schedules and exhibits, all of which are incorporated by this reference and any ancillary instruments documenting the transactions described herein.

"Area" means the area described in Recital A, as further described in Exhibit B – Area and includes both the surface of such lands and the area below the surface.

"Assets" means, in relation to the Joint Venture, the [Properties], [Products], [Business Information] and all other real and personal property, tangible and intangible, and including all existing or subsequently acquired properties and all contract rights owned (legally or beneficially), leased or otherwise used or destined by each of the Parties for the purposes of this Agreement.

"Budget" means a detailed estimate of all costs to be incurred and a schedule of cash advances to be made by the Investor with respect to a Program.

"Business" means the conduct of the business of the Joint Venture in furtherance of the obligations set forth in Section 2.3 of the Agreement and in accordance with this Agreement.

"Business Account" means the account maintained by the Operator for the purpose of the Joint Venture in accordance with Exhibit D - Accounting Procedures.

"Business Day" means a day, other than a Saturday, Sunday or statutory holiday, on which commercial banking institutions in Medellin, Colombia and Panama, Republic of Panama are open for the transaction of business.

"Business Information" means the terms of this Agreement and any other agreement relating to the Business, the Existing Data and all information, data, knowledge and know-how, in whatever form and however communicated (including Confidential Information), developed, conceived, originated or obtained by either Party in performing its obligations under this Agreement. The term "Business Information" shall not include any improvements, enhancements, refinements or incremental additions to Party Information that are developed, conceived, originated or obtained by either Party in performing its obligations under this Agreement.

"Commercialization" means the marketing, sale, export, refining, forwarding, hedging and other operations or transactions related to the disposal of Products for profit.

"Confidential Information" means all information, data, knowledge and know-how (including, but not limited to, formulas, patterns, compilations, programs, devices, methods, techniques and processes) that derives independent economic value, actual or potential, as a result of not being generally known to, or readily ascertainable by, third parties and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, including all analyses, interpretations, compilations, studies and evaluations of such information, data, knowledge and know-how generated or prepared by or on behalf of either Party.

"Continuing Obligations" mean obligations or responsibilities that are reasonably expected to continue or arise after Operations on a particular area of the Facilities have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

"Costs" means all costs and expenses effectively made for the conduct of Operations, including Processing Costs and costs of Commercialization, incurred from time to time and includes all direct operational, compliance and sales costs, financing cost, amortization and/or depreciation costs; administration and general costs; all regulatory and contractual royalties and all working capital costs. Administration and general costs shall never exceed 4% of direct operational, compliance and sales costs. Costs shall include any Indemnification to be paid to any third party in relation to the termination of any mining contracts in the Area and for vacating of any small miners or occupants of the Area, if any.

"Development" means all preparation (other than Exploration) for the removal and recovery of Ore, including construction and installation of facilities or any other improvements to be used for the Mining, handling, transport and delivery of Ore, and all related Environmental Compliance.

"Effective Date" means the date set forth in the preamble to this Agreement.

"Encumbrance" or "Encumbrances" means mortgages, deeds of trust, security interests, pledges, liens, net profits interests, royalties or overriding royalty interests, other payments out of production, or other burdens of any nature.

"Environmental Compliance" means actions performed during or after Operations to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Facilities or other compliance with Environmental Laws.

"Environmental Laws" means Laws aimed at reclamation or restoration of the Properties; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic resources; protection of human health; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including ambient air, surface water and groundwater; and all other Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances.

"Existing Data" means maps, drill logs and other drilling data, core tests, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records and other material information developed in operations on the properties prior to the Effective Date.

"Expansion" or "Modification" means (i) a material increase in mining or production capacity; (ii) a material change in the recovery process; or (iii) a material change in waste or tailings disposal methods.

"Expenditures" means all costs reasonably incurred by the Investor, in accordance with the Accounting Procedure, in connection with the Operations pursuant to an approved Programme and Budget, or as permitted cost overrun or otherwise approved by the Management Committee, and includes all the items which may be charged to the Business Account as set out in the Accounting Procedure.

"Exploration" means all activities directed toward ascertaining the existence, location, quantity, quality or commercial value of deposits of Ore, including additional drilling required after discovery of potentially commercial mineralization and including related Environmental Compliance.

"Facilities" means any ore processing facility as determined by Investor, which satisfies the requirements of this Agreement and on which Processing Ore from the Area will take place, including its land, buildings, plants, facilities, conveyors, stockpiles, loading systems, workshops and recovery areas, as well as any other infrastructure used for such purposes; as well as/or any other processing facility determined by Investor.

"Government Official" means any official, agent or employee of the government, any political party or an official thereof, any candidate for political office, any official or employee of any public international organization, or any immediate relative (spouse, son, daughter, or parent) of any of the foregoing, including any employee or official of any company which is majority-owned or controlled by the government, any employee or official of any company which is in the process of being privatized in whole or in part, and any Person who is purporting to act in a private capacity, but who otherwise is a Government Official within the meaning of this definition.

"Governmental Authority" means any nation and any political subdivision thereof, and any government, department, court, commission, board, bureau, ministry, agency, or other instrumentality of such a nation or political subdivision exercising or entitled to exercise administrative, executive, judicial, legislative, police, or regulatory authority or taxing authority.

"IFRS" means International Financial Reporting Standards, as applicable to Operations and the Accounting Procedure.

"includes" or "including" means "includes without limitation" or "including without limitation", as the case may be.

"Joint Venture" means the unincorporated joint venture formed between Zandor and Investor to operate the Area, established pursuant to this Agreement.

"Law" or "Laws" means all applicable federal, state, provincial, local or municipal statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial, arbitral, administrative, ministerial, departmental or regulatory judgements, orders, decisions, rulings, approvals or awards, policies, voluntary restraints, guidelines or any provisions of such laws, including general principles of common and civil law and equity, binding on or affecting the Person referred to in the context in which such word is used; and "Applicable Law" means any one of foregoing.

"Licences" means the mining exploration and operation licences with respect to the Area

"Maintenance Fee" means any maintenance fees in relation to the Area and any other costs required to maintain the Mining Title in good standing.

"Management Committee" means the committee established under Article VII of the Agreement.

"Member" means an individual who has been elected or appointed to the Management Committee in accordance with the provisions of this Agreement.

"Mining" means the extraction of Ore from the Area, as well as associated activities with such extraction for the purposes of making Ore available for transportation to the Facilities, including Environmental Compliance.

"Mining Title" means the mining title No. RPP-140, registered with the National Mining Registry and located in Segovia, Antioquia, Colombia.

"Net Income" means the gains or losses arising from Operations from time to time and calculated as the result of deducting Costs from the income from Commercialization of Products and other economic transactions related to Operations, in accordance with IFRS and the Accounting Procedures.

"Operations" means the Development, Exploration, Mining and Transport activities in connection with Ore from the Area and in accordance with the terms of this Agreement.

"Operator" means the Party appointed under Article VIII of the Agreement to manage Operations, or any successor Operator.

"Ore" means any material mined from the Area with sufficient content of silver and/or gold to be economically processed in the Facilities.

"Participating Interest" of a Party at any time means the percentage interest representing the proportionate net proceeds in respect of the Operations to which the Party is entitled at such time as calculated in this Agreement, and which is initially as set out in Section 5.1 of the Agreement and is thereafter to be adjusted as set out in Section 6.3 of the Agreement.

"Party Information" means all information, data, knowledge and know-how, in whatever form and however communicated (including Confidential Information but excluding the Existing Data), which, as shown by written records, was developed, conceived, originated or obtained by a Party: (a) prior to entering into this Agreement, or (b) independent of its performance under the terms of this Agreement.

"Person" means an individual, partnership, limited partnership, corporation (including a business trust), joint stock corporation, trust, unincorporated association, joint venture or other entity or a foreign state or political subdivision thereof or any agency of such state or subdivision.

"Prime Rate" means the interest rate quoted and published as "Prime" as published in The Wall Street Journal, under the heading "Money Rate" as the rate may change from day to day.

"Processing" means the reception at the Facilities, crushing, milling, processing, treatment, weighing, sampling and/or assaying of any Ore produced in the Area, as well as the recovery and obtaining of Products.

"Processing Costs" means the operative cost of of Processing (without any mark-up or administrative expenses) expressed in US\$ per ton of Ore processed in the Facilities.

"Products" means silver and gold doré bars or concentrates produced from the Area.

"Program" means a description in reasonable detail of Operations to be conducted and objectives to be accomplished by the Operator for a period determined by the Management Committee.

"Program Period" means the time period covered by an adopted Program and Budget.

"Termination Date" means the date of the twenty-fifth anniversary of the Effective Date, unless otherwise extended by written agreement of the Parties under Section 2.5 hereof, but unless terminated earlier under Sections 13.1 or 13.2 of this Agreement.

"Transfer" means, when used as a verb, to sell, grant, assign, create an Encumbrance, pledge or otherwise convey, or dispose of or commit to do any of the foregoing; and, when used as a noun, means such a sale, grant, assignment, Encumbrance, pledge or other conveyance or disposition, or such an arrangement. A change of control of a Party does not constitute a Transfer.

EXHIBIT B – AREA

EXHIBIT C - RIGHT OF FIRST REFUSAL

1.1 Right of First Refusal

• (a) Third Party Offer. If a Party (the "Selling Party") receives from any Person or group of Persons acting as principal and dealing at arm's length with the Selling Party (a "Third Party Purchaser") a bona fide written offer (the "Third Party Offer") to purchase all, but not less than all, of the Party Investments then held by the Selling Party (including all of its Affiliates) (collectively, the "Offered Securities") for a purchase price expressed in dollars and payable in cash, marketable securities, or a combination of cash and marketable securities, which Third Party Offer the Selling Party has accepted (subject to compliance with the provisions of this Section 1.1 of Exhibit C), the Selling Party shall deliver a notice in writing (the "Sale Notice") to Joint Venture and the other Party (the "Other Party") offering to sell to the Other Party the Offered Securities at the same price and in all other material respects on the same terms and conditions as provided in the Third Party Offer (the "Offer Price"). If the consideration under the Third Party Offer includes marketable securities, such marketable securities shall be converted into a cash equivalent dollar amount based on the average closing price for such marketable securities on the stock exchange on which they are listed for trading for the 20 trading days immediately preceding the date of the Third Party Offer for purposes of determining the purchase price under the Third Party Offer. The offer contained in the Sale Notice shall be irrevocable except with the consent of the Other Party and shall be open for acceptance for a period of 60 days after the date upon which the Sale Notice is received by the Other Party (as determined in accordance with Section 19.1 of the Agreement) (the "Acceptance Period"). For the purposes of this Section 1.1(a) of Exhibit C, "Marketable Securities" means any equity securities listed on a Canadian stock exchange or a major international stock exchange which are not subject to any statutory, regulatory, contractual or other hold period or resale restriction other than a restriction requiring the filing of a notice only (without requiring any approval).
• (b) Form of Sale Notice. The Sale Notice shall:
• (i) identify in reasonable detail the Third Party Purchaser and, if the Third Party Purchaser is not an individual, the names of those Persons who, together with their Affiliates, control the Third Party Purchaser;
• (ii) be accompanied a true copy of the Third Party Offer setting forth all of the terms and conditions of the Third Party Offer; and
• (iii) provide such other information concerning the Third Party Purchaser and its financial condition as is reasonably available to the Selling Party.
• (c) Time for Acceptance. Upon the Sale Notice being given (as determined in accordance with Section 19.1of the Agreement), the Other Party shall have the right to purchase all, but not less than all, of the Offered Securities at the Offer Price, by giving notice of acceptance to the Selling Party within the Acceptance Period. The delivery of a notice of acceptance to the Selling Party shall constitute a binding agreement of purchase and sale between the Other Party and the Selling Party upon the terms set forth in the Sale Notice in respect of the Offered Securities.
• (d) Purchase and Sale. If the Other Party gives notice of acceptance to the Selling Party within the Acceptance Period, the closing of the purchase and sale of the Offered Securities to be effected (the "Closing") shall be completed in accordance with the terms set forth in the Sale Notice and the procedures set forth in Section 1.1(e) of this Exhibit C. If the Other Party does not give notice of acceptance prior to expiry of the Acceptance Period, the

Selling Party shall have the right to sell the Offered Securities to the Third Party Purchaser until the 120th day after expiry of the Acceptance Period on the terms of the Third Party Offer. If the Offered Securities are not sold within the period referred to in the previous sentence of this Section 1.1(e) of Exhibit C, the rights of first refusal with respect to the Offered Securities under this Section 1.1 of this Exhibit C shall be revived.

• (e) Closing Procedures. If the Other Party gives notice of acceptance to the Selling Party within the Acceptance Period in accordance with this Section 1.1 of this Exhibit, the Closing shall be effected in accordance with the following procedures:
• (i) Time and Place of Closing. Closing shall take place at a place, date and time that is mutually acceptable to the Selling Party and the Other Party, provided that the date of Closing shall in no event be later than 30 Business Days after the expiry of the Acceptance Period. If no place, date and time of Closing is agreed upon, Closing shall take place in Toronto, Ontario on the date that is 30 Business Days after the expiry of the Acceptance Period at 10:00 a.m. (Colombia time) (the "Time of Closing").
• (ii) Payment and Delivery. At the Closing:
  • (A) the Selling Party shall discharge in full any liability, obligations and indebtedness of the Selling Party to Joint Venture or the Other Party under this Agreement other than any Continuing Obligations not yet due and shall deliver or cause to be delivered to the Other Party:
  • 1. a representation and warranty signed by the Selling Party in favour of the Other Party that the Offered Securities are owned of record and beneficially by the Selling Party with good and marketable title thereto, free and clear of any Encumbrance of any kind;
  • 1. the consents of any third party lenders providing financing, if required;
  • 1. signed resignations of Selling Party's nominees as Members of Joint Venture, as applicable;
  • 1. any other documents or instruments that may be required under Applicable Law to effectively transfer the Offered Securities to the Other Party.
  • (B) the Other Party shall deliver to the Selling Party a certified cheque or bank draft payable to or to the order of the Selling Party in payment of the Offer Price.
• (f) Release of Guarantees. In any case where a Selling Party sells all of its Offered Securities to another Party, the Other Party shall use its reasonable efforts to obtain the release of any guarantee of the indebtedness or other obligations of Joint Venture granted by the Selling Party, and, if the Other Party is unable to obtain such release, it shall indemnify and hold harmless the Selling Party from and against any liability, loss, cost or expense in relation to such guarantee arising following the Transfer of the Offered Securities of the Selling Party.
• (g) Default of Selling Party. If the Selling Party is not present at the place of Closing at the Time of Closing, or is present but fails for any reason whatsoever to comply with Section

1.1(e)(e)(ii)of this Exhibit C or any other relevant requirements hereof, without limiting any remedy that may be available under Applicable Law or under this Agreement to the Other Party:

• (i) Deposit of Offer Price the Other Party may make payment of the amount payable pursuant to Section 1.1(e)(ii)(B)of this Exhibit C by depositing such amount into a special interest-bearing account at a branch of Joint Venture's bank in the name of the Selling Party or in the name of Joint Venture in trust for the Selling Party. Such deposit shall constitute valid and effective payment of such amount to the Selling Party even though the Selling Party has voluntarily encumbered or disposed of any the Offered Securities to be sold and whether or not certificates representing any Shares or documents evidencing any Party Loans forming part of the Offered Securities may have been delivered to any other Person.
• (ii) Sale Effective if the required amount is deposited pursuant to Section 1.1(g)(i) of this Exhibit C into a special account at a branch of Joint Venture's bank in the name of or in trust for the Selling Party, then from and after the date of such deposit and even though the Offered Securities have not been delivered to the Other Party, the purchase and sale of the Offered Securities shall be deemed to have been fully completed and all right, title, benefit and interest, both at law and in equity, in and to the Offered Securities and shall conclusively be deemed to have been transferred and assigned to and become vested in the Other Party and all right, title, benefit and interest, both at law and in equity, of the Selling Party, or of any other Person having any interest, legal or equitable, therein or thereto, whether as Party or creditor of Joint Venture or otherwise, shall cease and determine; provided, however, that the Selling Party shall be entitled to receive the amount so deposited with interest thereon and the delivery of all releases or indemnities contemplated by Section 1.1(e)(e)(ii) of this Exhibit C.
• (iii) Power of Attorney the Selling Party hereby irrevocably constitutes and appoints any Member nominated by the Other Party as its attorney in fact as agent for, in the name and on behalf of the Selling Party, to execute and deliver in the name of the Selling Party all such assignments, transfers, deeds and instruments as may be necessary to effectively transfer and assign to the Other Party or its nominee or nominees on the books of Joint Venture the Shares and any Party Loans forming the Offered Securities. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the insolvency, bankruptcy, dissolution, liquidation or other termination of the existence of the Selling Party or by the incapacity of the Selling Party, and the Selling Party hereby ratifies and confirms all that such attorney may lawfully do or cause to be done by virtue of the provisions of this Section 1.1(g)(iii) of this Exhibit C.
• (h) Default by Other Party. In addition to and without limiting any remedy that may be available under Applicable Law or under this Agreement to the Selling Party, if the Other Party is obligated to purchase the Offered Securities in accordance with this Agreement but defaults in the performance of its obligation to complete such purchase, the Selling Party may, at its option, by notice in writing to the defaulting Other Party, terminate all its obligations relating to such purchase and, upon the giving of such notice in accordance with the provisions of this Section 1.1(h) of this Exhibit C, such obligations shall be terminated without prejudice to the continued effectiveness of this Agreement.

1.2 All Parties Party to Agreement

Any Person to whom Shares are Transferred and any Person to whom additional Shares are issued as may be permitted by this Agreement shall, as a condition precedent to being recorded as a Party on the share register of Joint Venture maintained for the Shares, have executed and delivered to Joint Venture before becoming a Party, a counterpart copy of this Agreement or a written agreement in form and substance satisfactory to the other Parties under which it agrees to be bound by the terms and conditions of this Agreement as fully as though an original party hereto.

1.3 Deemed Party Consent

The Parties hereby:

• (a) consent to any Transfer of Shares and Party Loans made pursuant to the provisions of this Agreement; and
• (b) agree that such consent shall satisfy any restriction on the Transfer of Shares contained in the Charter and by-laws of Joint Venture and that no further consent shall be required pursuant to the Charter and by-laws of Joint Venture for any such Transfer.

EXHIBIT D – ACCOUNTING PROCEDURES

The financing and accounting procedures to be followed by the Operator, Joint Venture and the Parties under the Agreement are set forth below. All capitalized terms in these Accounting Procedures shall have the definition attributed to them in the Agreement, unless defined otherwise herein.

The purpose of these Accounting Procedures is to establish equitable methods for determining charges and credits applicable to Operations as well as Net Income. It is the intent of the Parties that neither of them shall lose or profit by reason of the designation of one of them to exercise the duties and responsibilities of the Operator. The Parties shall meet and in good faith endeavor to agree upon changes deemed necessary to correct any unfairness or inequity. In the event of a conflict between the provisions of these Accounting Procedures and those of the Agreement, the provisions of the Agreement shall control.

ARTICLE 1 GENERAL PROVISIONS

Section 1.1 General Accounting Records. The Operator shall maintain detailed and comprehensive cost accounting records of Joint Venture in accordance with these Accounting Procedures, including general ledgers, supporting and subsidiary journals, invoices, checks and other customary documentation, sufficient to provide a record of revenues and Expenditures and periodic statements of financial position and the results of Operations for tax, regulatory or other financial, regulatory, or legal reporting purposes related to Joint Venture Such records shall be retained for the duration of the period allowed the Parties for audit or the period necessary to comply with tax or other regulatory requirements. The records shall reflect all obligations, advances and credits of the Parties.

Section 1.2 Bank Accounts. The Operator shall maintain one or more separate bank accounts for the payment of all expenses by and the deposit of all cash receipts for the Joint Venture

Section 1.3 Statements and Billings. The Operator shall prepare statements and bill the Parties as provided in Article XII of the Agreement. Payment of any such billings by either Party, including the Operator, shall not prejudice such Party's right to protest or question the correctness thereof for a period not to exceed 24 months following the calendar year during which such billings were received by such Party. All written exceptions to and claims upon the Operator for incorrect charges, billings or statements shall be made upon the Operator within such 24 month period.

ARTICLE 2 OPERATOR'S CHARGES

Subject to the limitations provided for in the Agreement, the Operator shall be entitled to charge the Joint Venture for the following Costs and receive reimbursement therefor by Joint Venture:

Section 2.1 Administration:

• (i) administrative supervision, which includes services rendered by Operators, department supervisors, officers and directors of the Operator for Operations, except to the extent that such services represent a direct charge to Joint Venture, as provided for in the Programs and Budgets approved by the Management Committee;
• (ii) accounting, data processing, personnel administration, billing and record keeping in accordance with governmental regulations and the provisions of the Agreement, and preparation of reports;
• (iii) the services of tax counsel and tax administration employees for all tax matters, including any protests, except any outside professional fees which the Board of

Directors or Management Committee may approve as a direct charge to Joint Venture; and

(iv) rentals and other charges for office and records storage space, telephone service, office equipment and supplies

Section 2.2 Labour and Employment Benefits.

• (a) Salaries and wages of the Operator's employees directly engaged in Operations, including salaries or wages of employees who are temporarily assigned to and directly employed by same;
• (b) The Operator's cost of holiday, vacation, sickness and disability benefits, and other customary allowances applicable to the salaries and wages chargeable under Section 2.2(a). Such costs may be charged on a "when and as incurred basis";
• (c) The Operator's actual cost of established plans for employees' group life insurance, hospitalization, pension, retirement, stock purchase, thrift, bonus (except production or incentive bonus plans under a union contract based on actual rates of production, cost savings and other production factors, and similar non union bonus plans customary in the industry or necessary to attract competent employees, which bonus payments shall be considered salaries and wages under Section 2.2(a): rather than employees' benefit plans) and other benefit plans of a like nature applicable to salaries and wages chargeable under Section 2.2(a), provided that the plans are limited to the extent feasible to those customary in the industry; and
• (d) Cost of assessments imposed by governmental authorities which are applicable to salaries and wages chargeable under Section 2.2(a), including all penalties except those resulting from the wilful misconduct or gross negligence of the Operator.

ARTICLE 3 BASIS OF CHARGES TO BUSINESS ACCOUNT

Section 3.1 Material Furnished by the Operator or a Party. Any materials, equipment and supplies ("Material") furnished by the Operator or any Party from its stocks or distributed to any Party by Joint Venture shall be priced on the following basis:

• (a) New Material: New Material transferred from the Operator or Party shall be priced F.O.B. the nearest reputable supply store or railway receiving point, where like Material is available, at the current replacement cost of the same kind of Material, exclusive of any available cash discounts, at the time of the transfer (herein called, "New Price");
• (b) Used Material:

• (i) Used Material in sound and serviceable condition and suitable for reuse without reconditioning shall be priced as follows:

  • (A) used Material transferred by the Operator or a Party shall be priced at seventy-five percent (75%) of the New Price;
  • (B) used Material distributed to either Party shall be priced (i) at seventy-five percent (75%) of the New Price if such Material was originally charged to Joint Venture as new Material, or (ii) at sixty-five percent (65%) of the New Price if such Material was originally charged to Joint Venture as good used Material at seventy-five percent (75%) of the New Price;

• (ii) Other used Material which, after reconditioning will be further serviceable for original function as good second-hand Material, or which is serviceable for original function but not substantially suitable for reconditioning shall be priced at 50 percent (50%) of New Price. The cost of any reconditioning shall be borne by the transferee; and

• (iii) All other Material, including junk, shall be priced at a value commensurate with its use or at prevailing prices. Material no longer suitable for its original purpose but usable for some other purpose shall be priced on a basis comparable with items normally used for such other purposes;
• (c) Obsolete Material. Any Material which is serviceable and usable for its original function, but its condition is not equivalent to that which would justify a price as provided above shall be priced by the Management Committee. Such price shall be set at a level which will result in a charge to Joint Venture equal to the value of the service to be rendered by such Material.

EXHIBIT E – MANAGEMENT COMMITTEE NOMINEES

By Zandor:

• Member: Lombardo Paredes
• Alternate: Alessandro Cecchi

By Investor:

• Member 1: Augusto Garcia
• Member 2: To be appointed by Investor
• Alternate: To be appointed by Investor