Strategic Alliance Agreement between Antioquia Gold Inc. and DESAFIO MINERO S.A.C

8/13/2019 Strategic Alliance Agreement between Antioquia Gold Inc. and DESAFIO MINERO S.A.C.

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EXECUTION VERSION

STRATEGIC ALLIANCE AGREEMENT

between

ANTIOQUIA GOLD INC.

and

DESAFIO MINERO S.A.C.

Made as of August 13, 2010


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EXECUTION VERSION

STRATEGIC ALLIANCE AGREEMENT

THIS STRATEGIC ALLIANCE AGREEMENT made as of the 13th day of August, 2010

(this Agreement) between:

(1) ANTIOQUIA GOLD INC.(the Company), a corporation amalgamated underthe laws of Alberta having its head office at 300, 840 6

thAvenue, Calgary, Alberta, T2P 3E5;

and

(2) DESAFIO MINERO S.A.C. (Desafio), a company governed by the laws ofPeru having its registered address at Avenida Javier Prado Este No. 3580, San Borja, Lima, Peru.

WHEREAS:

A. The Company is a mineral exploration company engaged in the acquisition, explorationand development of mineral properties internationally, with a current focus in Colombia;

B. Desafio is a mineral exploration company affiliated with the Navarro-Grau Group ofcompanies;

C. The Company wishes to, and through its investment Desafio wishes to assist theCompany to, explore, develop and operate the Existing Properties (as defined below) and,

in particular, the Companys Cisneros project;

D. The Company and Desafio believe that their respective corporate strategies arecompatible and, as such, wish to establish a strategic alliance on the terms and conditionsset forth herein; and

E. The Company and Desafio are entering into this Agreement as a condition to and infurtherance of the subscription by Desafio for common shares and a special warrant of

the Company contemplated in the Subscription Agreement dated August 6, 2010 (theSubscription Agreement) between the Company and Desafio;

NOW THEREFORE THIS AGREEMENT WITNESSESthat in consideration of themutual premises, covenants and agreements contained herein, and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, the

parties hereby covenant and agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 DefinitionsIn this Agreement, unless the context otherwise requires:

(a) ABCA means theBusiness Corporations Act (Alberta);


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(b) Additional Properties means all licenses, titles, leases, permits and other rightsin Colombia including: (i) all prospecting licences, exploration licences, miningleases, mining licences, mineral concessions and all other forms of mineral tenure,

instruments of title and rights to minerals and to work upon lands for the purpose

of searching for, developing or extracting minerals under any forms of mineral

title recognized under the Laws applicable thereto, whether contractual, statutoryor otherwise, and includes any and all interests therein; (ii) any interest in real

property, including any rights to enter, use or occupy the surface area of such realproperty or other rights in relation to real property and any right, licence or permit

in relation to the use or diversion of water, road access and other service or utility

rights, not included in clause (i); and (iii) any and all other licenses, titles, leases,permits and other rights necessary to carry out any mining operations or activities

in preparation thereof;

(c) Affiliate of any Person means, at the time such determination is being made,any other Person who has a Control Interest or who is controlled by or under

common control with such first Person, where control means the possession,directly or indirectly, of the power to direct the management and policies of a

Person through the legal or beneficial ownership of voting securities, the right to

appoint directors or management, contract, voting trust or otherwise;

(d) Agreement means this strategic alliance agreement and any instrumentamending or otherwise modifying this Agreement, together with the Scheduleshereto and thereto, and hereof, hereto, hereunder and similar expressions

mean and refer to this Agreement and not to a particular Article, Section,

Subsection or Paragraph;

(e) Authority and Authorities means any (i) multinational, federal, provincial,state, regional, municipal, local or other government, governmental or publicdepartment, securities commission (including the Securities Commissions),

central bank, court, tribunal, arbitral body, commission, board, bureau or agency,

domestic or foreign, (ii) any subdivision, agent, commission, board, or authorityof any of the foregoing, or (iii) any quasi-governmental or private body exercising

any regulatory, expropriation or taxing authority under or for the account of any

of the foregoing, and includes a stock exchange and any other self-regulatoryauthority;

(f) Board of Directors means the board of directors of the Company;(g) Business Day means any day which is not a Saturday, a Sunday or a day onwhich banks are generally closed for business in Toronto, Ontario, Canada,

Calgary, Alberta, Canada or Lima, Peru;

(h) Cisneros Area of Interest means the area shown on Schedule 1.1(h);(i) Claims means all losses, damages, expenses, Liabilities, claims and demands of

whatever nature or kind, including all reasonable legal fees and disbursements;


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(j) Closing Date has the meaning given to it in the Subscription Agreement;(k) Control Interest shall mean an interest which allows the holder to direct or

cause the direction of the management and policies of a Party or Affiliate throughthe legal or beneficial ownership of voting securities, the right to appoint directors

or management, contract, voting trust, or otherwise;

(l) Convertible Securities means all warrants, rights, agreements, options, or DebtInstruments present or future, contingent or absolute, or any right or privilege

capable of becoming a right, agreement or option, for the purchase, subscriptionor issuance of any Shares in the Company or any other security or Debt

Instruments convertible or exchangeable for Shares, including options granted to

officers, directors, employees or consultants, and whether or not issued pursuantto the Stock Option Plan;

(m) Debt Instrument means any loan, bond, debenture, promissory note or otherinstrument evidencing material indebtedness for borrowed money or other

material liability;

(n) Desafio Colombia Properties means all licenses, titles, leases, permits andother rights of the Desafio Entities or any of its Subsidiaries, in each case as maybe acquired by any means whatsoever, in Colombia including: (i) all prospecting

licences, exploration licences, mining leases, mining licences, mineral

concessions and all other forms of mineral tenure, instruments of title and rightsto minerals and to work upon lands for the purpose of searching for, developing

or extracting minerals under any forms of mineral title recognized under the Laws

applicable thereto, whether contractual, statutory or otherwise, and includes any

and all interests therein; (ii) any interest in real property, including any rights to

enter, use or occupy the surface area of such real property or other rights inrelation to real property and any right, licence or permit in relation to the use or

diversion of water, road access and other service or utility rights, not included inclause (i); and (iii) any and all other licenses, titles, leases, permits and other

rights necessary to carry out any mining operations or activities in preparation

thereof;

(o) Desafio Entities means, collectively, Desafio, its Subsidiaries, each Person thatexercises control or direction over Desafio, directly or indirectly, and any of theirrespective Affiliates;

(p)

Desafio Shares means, at any relevant time, the Shares then owned directly orindirectly by the Desafio Entities, or over which the Desafio Entities then exercise

control or direction;

(q) Disclosure Documents means all press releases, material change reports,financial statements, prospectuses, annual information forms, annual reports andall other documents which have been filed with or delivered to the Securities

Commissions pursuant to the Securities Laws;


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(r) Equity Securities means Shares, Convertible Securities and any other equity orvoting securities of the Company;

(s) Existing Properties means, collectively, all such licenses, titles, leases, permitsand other rights set out on Schedule 1.1(s), including: (i) all prospecting licences,

exploration licences, mining leases, mining licences, mineral concessions and all

other forms of mineral tenure, instruments of title and rights to minerals and towork upon lands for the purpose of searching for, developing or extracting

minerals under any forms of mineral title recognized under the Laws applicable in

Colombia or any subdivision thereof, whether contractual, statutory or otherwise,

and includes any and all interests therein; (ii) any interest in real property,including any rights to enter, use or occupy the surface area of such real property

or other rights in relation to real property and any right, licence or permit in

relation to the use or diversion of water, road access and other service or utilityrights, not included in clause (i); and (iii) any and all other licenses, titles, leases,

permits and other rights necessary to carry out any mining operations or activities

in preparation thereof;

(t) Laws means any and all applicable (i) laws, constitutions, treaties, statutes,codes, ordinances, orders, decrees, rules, regulations and municipal by-laws, (ii)judicial, arbitral, administrative, ministerial, departmental or regulatory judgments

or orders of any Authorities, and (iii) policies, guidelines and protocols;

(u) Liabilities means, with respect to any Person, any liability or obligation of suchPerson of any kind, character or description, whether known or unknown,absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated

or unliquidated, secured or unsecured, joint or several, due or to become due;

(v) Lien means any mortgage, easement, encroachment, adverse claim, andassignment by way of security, security interest, servitude, pledge, charge, lien,assignment, hypothecation, conditional sale agreement, title retention, preferentialright, trust arrangement, right of set-off, counterclaim or bankers lien, financing

statement, privilege or priority, or other encumbrance of any kind having the

effect of security, any designation of loss payees or beneficiaries or any similararrangement under or with respect to any insurance policy or any preference of

one creditor over another arising by operation of law;

(w) NI 45-106 means National Instrument 45-106 Prospectus and RegistrationExemptions;

(x) Options means outstanding options to acquire Shares under the Stock OptionPlan;

(y) Other Areas of Interest shall mean the area of land within the configurationon the ground formed by extending outward the outer boundaries of each area thatis the subject of the Existing Properties two (2) kilometres in perpendicular

distance and then extending lengthwise those extended boundary lines until they


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first meet the extension of another extended boundary line, provided, however,

that the Other Areas of Interest shall not include the Cisneros Area of Interest.

(z) Parties means the Company and Desafio and their successors and permittedassigns; and Party means any one of them;

(aa) Person means an individual, partnership, unincorporated association,organization, syndicate, corporation or trust or a trustee, executor, administrator

or other legal or personal representative;

(bb) Private Placement means the acquisition by Desafio of up to approximately16,170,801 Shares pursuant to the Subscription Agreement;

(cc) Pro Rata Interest means, at any relevant time, the ownership interest ofDesafio, expressed as a percentage, equal to: (i)(A)the number of outstandingShares beneficially owned, directly or indirectly, or over which control or

direction is exercised by Desafio Entities plus (B) the number of Shares issuable

upon the conversion, exercise or exchange of all Convertible Securities that areconvertible, exercisable or exchangeable into Shares beneficially owned, directly

or indirectly, or over which control or direction is exercised by Desafio Entities

divided by (ii)(A) the aggregate number of outstanding Shares plus (B) thenumber of Shares issuable upon the conversion, exercise or exchange of all

Convertible Securities convertible, exercisable or exchangeable into Shares

beneficially owned, directly or indirectly, or over which control or direction isexercised by Desafio Entities;

(dd) Properties means all licenses, titles, leases, permits and other rights of theCompany, any of its Subsidiaries or any other entity directly or indirectly

controlled by the Company, in each case on the date hereof or hereafter acquiredby any means whatsoever, in Colombia including: (i) all prospecting licences,exploration licences, mining leases, mining licences, mineral concessions and all

other forms of mineral tenure, instruments of title and rights to minerals and to

work upon lands for the purpose of searching for, developing or extractingminerals under any forms of mineral title recognized under the Laws applicable

thereto, whether contractual, statutory or otherwise, and includes any and all

interests therein; (ii) any interest in real property, including any rights to enter,

use or occupy the surface area of such real property or other rights in relation toreal property and any right, licence or permit in relation to the use or diversion of

water, road access and other service or utility rights, not included in clause (i);

and (iii) any and all other licenses, titles, leases, permits and other rightsnecessary to carry out any mining operations or activities in preparation thereof

(ee) Regulatory Approvals means those authorizations, sanctions, rulings,consents, orders, waivers, exemptions, licenses, permits and other approvals

(including a lapse, without objection, of a prescribed time under a statute or

regulation that states that a transaction may be implemented if a prescribed timelapses following the giving of notice without an objection being made) of


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corporate bodies or Authorities or third parties required in respect of a relevant

matter;

(ff) Securities Act means the Securities Act(Alberta);(gg) Securities Commissions means the securities regulator in each jurisdiction

whose Securities Laws are applicable to the Company;

(hh) Securities Laws means the Laws relating to securities applicable to theCompany and the regulations and rules made and forms prescribed thereunder

together with all applicable published policy statements, blanket orders, rulings

and notices adopted by the Securities Commissions of each such jurisdiction orapplicable in such jurisdictions;

(ii) Shareholder Approval means the approval (i) by means of the ShareholderConsent or (ii) by a majority of votes cast by shareholders of the Company at the

Shareholders Meeting, to the Purchaser becoming a control person (as such

term is defined in TSX-V policies) of the Company;

(jj) Shareholder Consent means the written consent of holders of a majority of theCommon Shares;

(kk) Shareholders Meeting means a meeting of shareholders of the Company calledby the Company for the purpose of, among other matters, obtaining the

Shareholder Approval;

(ll) Shares means common shares or any other securities into which the commonshares in the capital of the Company are reorganized, exchanged or converted;

(mm) Shareholders means the holders of common shares in the capital of theCompany;

(nn) Stock Option Plan means the Companys stock option plan (2009);(oo) Subsidiary means, with respect to any Person other than an individual, any

corporation or other body corporate, limited liability company, unlimited liabilitycompany, partnership, association, or other business entity of which (a) if a

corporation or other body corporate, 25% or more of the total voting power of

shares or other equity securities entitled (without regard to the occurrence of anycontingency) to vote in the election of directors, managers, or trustees thereof is at

the time owned or controlled, directly or indirectly, by that Person or one or moreof the other Subsidiaries of that Person or a combination thereof or (b) if a limitedliability company, unlimited liability company, partnership, association, or other

business entity (other than a corporation or other body corporate), 25% or more of

the partnership or other similar ownership interests thereof are at the time owned

or controlled, directly or indirectly, by that Person or one or more Subsidiaries ofthat Person or a combination thereof and for this purpose, a Person or Persons

own a 25% or greater interest in such a business entity (other than a corporation


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or other body corporate) if such Person or Persons shall be allocated 25% or more

of such business entitys gains or losses or shall be or control any managingdirector or general partner of such business entity (other than a corporation or

other body corporate). The term Subsidiary shall include all Subsidiaries of

such Subsidiary;

(pp) Subsidiary Convertible Securities means all warrants, rights, agreements,options, or Debt Instruments present or future, contingent or absolute, or any right

or privilege capable of becoming a right, agreement or option, for the purchase,

subscription or issuance of any common shares, or any other securities into which

such common shares are reorganized, exchanged or converted, in a Subsidiary orAffiliate of the Company or any other security or Debt Instruments convertible or

exchangeable for such common shares or securities, including options granted to

officers, directors, employees, or consultants and whether or not issued pursuantto a stock option plan, if any; and

(qq) TSX-V means the TSX Venture Exchange.1.2 InterpretationIn this Agreement, unless the context otherwise requires, the following rules apply:

(a) the use of words in the singular or plural, or with a particular gender, shall notlimit the scope or exclude the application of any provision of this Agreement tosuch Person or Persons or circumstances as the context otherwise permits;

(b) unless otherwise specified, time periods within, or following which any paymentis to be made or act is to be done shall be calculated by excluding the day on

which the period commences and including the day on which the period ends andby extending the period to the next Business Day, if the last day of the period is

not a Business Day;

(c) reference to legislation or to a provision of legislation includes a modification orre-enactment of it, a legislative provision substituted for it and a regulation or

statutory instrument issued under it;

(d) all amounts expressed herein in terms of money refer to the lawful currency ofCanada and all payments made hereunder shall be made in such currency;

(e) headings in this Agreement are for convenience only and shall not affect itsinterpretation; and

(f) references to include, includes or including and the like shall be construed,in each case, as if followed by the words but without limitation.


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ARTICLE 2

MAINTENANCE RIGHT

2.1 Desafios Maintenance Right(a) If at any time after the Second Closing (as such term is defined in the

Subscription Agreement), the Company proposes to issue or sell Equity Securities

(Additional Securities) other than: (i) pursuant to the exercise of options

issued under the Stock Option Plan, whether such options were issued before, on

or after the date hereof; or (ii) on the exercise, exchange or conversion of anyConvertible Securities that are issued and outstanding on the date hereof; Desafio

will have the right to subscribe for and purchase on the same terms and conditions

(including payment terms) that number of Additional Securities as is necessary tomaintain its Pro Rata Interest in the Company at the time the relevant

Maintenance Right Notice (as defined below) is delivered.

(b) The Company shall provide notice to Desafio (the MaintenanceRight Notice)no less than ten (10) Business Days before the date on which the Companyintends to issue Additional Securities, provided, however, that if it is not possibleto provide the full ten (10) Business Days prior notice then the Company shall

provide as near to ten (10) Business Days prior notice as possible, and in no event

less than three (3) Business Days prior notice.

(c) A Maintenance Right Notice shall set out all of the particulars of the issuance orsale of the Additional Securities (including copies of terms sheets or offer sheets,

if any) and in any event shall specify sufficient information to allow Desafio to

make a reasoned decision in respect of making the investment, including to the

extent any such terms are determinable at such time: (i) the total number of

Additional Securities outstanding as at the date thereof; (ii) the total number ofEquity Securities which are proposed to be offered; (iii) the rights, privileges,

restrictions, terms and conditions of such Additional Securities; (iv) all terms andconditions of the proposed issuance or sale of the Additional Securities, (v) if

known to the Company at the time of the Maintenance Right Notice, the identities

of the proposed purchasers or recipients of the Additional Securities, where suchidentities are not protected from disclosure by applicable Law or binding

agreement; (vi) the amount payable by Desafio for the Additional Securities to

which it is entitled pursuant to Section 2.1(a); and (vii) the proposed closing date,

and thereafter, to the extent it is not included in the Maintenance Right Notice, theCompany shall immediately provide notice to Desafio of such additional

information at such time as it is received or determined by the Company.

(d) Desafio shall give notice (an Acceptance Notice) to the Company not later than4:30 p.m. (Calgary time) on the fifth (5

th) Business Day following the receipt of

any Maintenance Right Notice setting out the number of Additional Securities

that Desafio or its Affiliates intend to subscribe for and purchase and, if

applicable, the registration instructions for such securities. For greater clarity,

Desafio may elect to purchase all or any part of the Additional Securities that it is


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entitled to purchase pursuant to Section 2.1(a). If in the particular instance no

Acceptance Notice has been provided to the Company within the required time,Desafio will be deemed not to have elected to subscribe for or purchase any

Additional Securities.

(e) Following receipt of an Acceptance Notice, Desafio will pay for, and theCompany shall issue free and clear of any Liens, the number of AdditionalSecurities specified in the Acceptance Notice and, except as otherwise agreed, the

Company shall provide Desafio with substantially the same closing documents,

including any legal opinions that are delivered to the other Persons subscribing for

Additional Securities on the closing date for such issuance.

(f) If the Company issues Equity Securities in circumstances that would not triggerDesafios maintenance right pursuant to Section 2.1(a), then in any concurrent or

subsequent transaction that does trigger Desafios maintenance right pursuant to

Section 2.1(a), the Company shall allow Desafio to subscribe for and purchasethat number of Additional Securities that Desafio would have been entitled to

purchase if each and every such issuance of Equity Securities had triggeredDesafios maintenance right pursuant to Section 2.1(a).

(g) In addition to, and not in lieu or in limitation of the rights set out in Section 2.1(f),if the Company issues Equity Securities in circumstances that would not triggerDesafios maintenance right pursuant to Section 2.1(a), whether in one transaction

or a series of transactions, and as a result Desafios Pro Rata Interest in the

Company: (i) shall have been decreased by one percent (1%) or more; or (ii) shalldecrease to less than 10%, then subject to any requisite approval of the TSX-V or

such other securities exchange as the Shares of the Company are then listed for

trading, the Company shall allow Desafio to subscribe for and purchase that

number of Equity Securities that Desafio would have been entitled to purchase ifeach and every such issuance of Equity Securities had triggered Desafios

maintenance right pursuant to Section 2.1(a).

(h) If following the receipt by Desafio of a Maintenance Right Notice Desafio doesnot exercise its maintenance right pursuant to this Section 2.1 then the Companymay issue or sell the Equity Securities proposed for issuance or sale on the same

terms and conditions (including price) set out in the Maintenance Right Notice

provided by the Company to Desafio in respect of such proposed issuance or sale

of Equity Securities. If: (i) the Company changes any of the terms of suchproposed issuance or sale of Equity Securities to terms more favourable to a

proposed purchaser than those offered to Desafio in the Maintenance RightNotice; or (ii) a proposed purchaser of such Equity Securities offers to purchase,and the Company agrees to sell, such Equity Securities on terms more favourable

to a proposed purchaser than those offered to Desafio in the Maintenance Right

Notice, then Desafios maintenance right pursuant to Section 2.1(a) shall again betriggered in respect of such proposed issuance or sale of Equity Securities.


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ARTICLE 3

MEETING OF SHAREHOLDERS

3.1 Special Business(a) The Company shall:

(i) promptly after the date hereof: (A) seek the Shareholder Consent, or (B)duly call, convene and hold a Shareholder Meeting no later than fifty-five(55) days from the date of this Agreement, subject to compliance with

applicable Laws, including the requirements of the TSX-V; and

(ii) hold the Shareholders Meeting or obtain the Shareholder Consent notmore than 55 calendar days after the date of the Initial Closing (as such

term is defined in the Subscription Agreement).

(b) If Shareholder Approval is being sought at the Shareholder Meeting the Companyshall prepare, complete, file and mail a management information circular (theCircular) and any other documents deemed necessary by either Party and shall

prepare the Circular in consultation with Desafio and provide Desafio with areasonable opportunity to (at Desafios own cost) review and comment on drafts

of such other documents and the Company shall give reasonable consideration to

such comments.

(c) If a Shareholder Meeting is held, the Company shall, through its Board ofDirectors recommend to the Shareholders a vote in favour of any resolutionseeking the Shareholder Approval and shall include such recommendation in the

Circular.

(d) Except as required for quorum purposes or otherwise permitted under thisAgreement, the Company shall not adjourn (except as required by Laws or by

valid shareholder action), and the Company shall not postpone or cancel (orpropose for adjournment, postponement or cancellation) or fail to call the

Shareholder Meeting without Desafios prior consent, such consent not to be

unreasonably withheld or delayed.

(e) If Shareholder Approval is being sought at the Shareholder Meeting, theCompany shall use commercially reasonable efforts to solicit from Shareholders

proxies in favour of the resolutions seeking the Shareholder Approval and take all

other action that is reasonably necessary or desirable to secure the Shareholder

Approval, provided that nothing herein shall obligate the Company to hire a proxysolicitation firm.


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ARTICLE 4

BOARD REPRESENTATION

4.1 Board of DirectorsAt all times that Desafio Entities collectively beneficially own, directly or indirectly, or exercisecontrol or direction over 10% or more of the then issued and outstanding Shares on a non-diluted

basis:

(a) The Board of Directors shall not exceed 7 directors without the prior writtenconsent of Desafio.

(b) Desafio shall be entitled to nominate a proportional number of the directors on theBoard of Directors (the Desafio Directors) as is equal to Desafios Pro Rata

Interest, provided, for greater certainty, that Desafio shall be entitled at all timesto have at least one (1) director nominated to the Board of Directors. Subject to

the foregoing, in calculating the proportional number of Desafio Directors that

Desafio is entitled to nominate from time to time, Desafios Pro Rata Interest shallbe rounded down to the nearest whole number of directors if the number of

Desafio Directors to which Desafio is entitled ends in a decimal less than eight

tenths (.8), and shall be rounded up to the nearest whole number of directors if thenumber of Desafio Directors to which Desafio is entitled ends in a decimal equal

to or greater than eight tenths (.8), as the case may be.

(c) If at any time Desafio is entitled to nominate more than one director, it shallprovide to the Company written consent for the increase in the number of

directors of the Company, notwithstanding Section 4.1(a) hereof.

(d)

Subject to TSX-V approval, Felix Navarro-Grau Hurtado shall be appointed to theBoard of Directors contemporaneously with the entering into of this Agreement

and the Company and the Board of Directors shall take such steps as may be

necessary to appoint such individual to the Board of Directors to serve until the

next annual general meeting of the Shareholders.

(e) Notwithstanding anything else in this Section 4.1, Desafio may, between annualgeneral meetings of the Shareholders, nominate one or more additional Desafio

Directors in connection with the acquisition of direct or indirect ownership, or

control or direction over, additional Shares by Desafio, and subject to compliancewith applicable Laws and the Companys constating documents, the Board of

Directors shall take such steps as may be necessary to appoint any such additional

Desafio Directors to serve until the next annual general meeting of the

Shareholders provided that the number of such additional Desafio Directors shallnot at any time exceed the number of directors of the Board of Directors that

Desafio is entitled to appoint pursuant to subsection 4.1(b). Thereafter, the

Company shall nominate any Desafio Director to be a director of the Company atany meeting of Shareholders called for the purposes of electing directors.


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(f) Notwithstanding anything else in this Section 4.1 or in the constating documentsof the Company, a failure by Desafio to nominate all of the Desafio Directors it isentitled to nominate under Section 4.1 shall not restrict the ability of Desafio to

nominate each such Desafio Director at any time in the future.

(g) Desafio shall consult with the Company with respect to the appropriateness of anynominee to act as a Desafio Director to ensure that such nominee meets theindividual requirements of applicable Laws to serve as a director of the Company.

For greater certainty, the Company shall engage in such consultations in good

faith and shall not use such consultation to prevent or unduly delay the

appointment of any nominee that meets the individual requirements of applicableLaws to serve as a director of the Company.

(h) Subject to compliance with applicable Laws, Desafio alone shall have the right toremove a Desafio Director from office.

(i) In any circumstance in which the Desafio Director shall, pursuant to the terms ofthe constating documents of the Company or applicable Laws, cease to holdoffice as a director on the Board of Directors, such Desafio Director shallcontinue to be entitled to: (i) payment of amounts, if any, owing by the Company

to the Desafio Director which accrued prior to the Desafio Director ceasing to

hold office; and (ii) the benefit of any indemnity and insurance as may exist forall matters occurring prior to such director ceasing to hold office as a Desafio

Director.

4.2 Desafio ceasing to hold at least 10% of the SharesUpon the Desafio Entities ceasing to collectively beneficially own, directly or indirectly, or

exercise control or direction over, 10% or more of the then issued and outstanding Shares on anon-diluted basis, and notice being delivered by the Company requiring the resignation of anydirectors nominated by Desafio, then Desafio shall use its best efforts to cause such directors to

resign, and such resigning directors shall be subject to and benefit from the provisions in

subsection 4.1(i).

4.3 Indemnification and Directors and Officers InsuranceSo long as Desafio is entitled to nominate directors of the Company pursuant to Section 4.1, if

the Company provides indemnity to current and former directors of the Company, the Companyshall indemnify each current and former Desafio Director on the same terms and to the same

extent, and if the Company maintains directors and officers liability insurance for the benefit of

its directors, shall maintain directors and officers liability insurance for the benefit of each

Desafio Director with the same rights and benefits as are accorded the directors of the Companygenerally. Notwithstanding the foregoing, if the Company should decide to go to production in

respect of any of its Properties, then the Company shall at such time purchase and maintain

directors and officers and liability insurance for the benefit of its directors, including the DesafioDirectors.


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ARTICLE 5

STRATEGIC ALLIANCE

5.1 Strategic AllianceProvided that the Desafio Entities directly or indirectly own, or exercise control or directionover, at least 10% of the then issued and outstanding Shares on a non-diluted basis and subject to

any pre-existing rights of third parties in existence on the date hereof:

(a) if (i) the Company, its Subsidiaries, or any of their respective Affiliates (aCompany Proposing Party): (A) decides to seek a joint venture partner to

develop, acquire or otherwise earn an interest in any Properties including theExisting Properties, in circumstances where (I) the Company Proposing Partys

participation in such joint venture is not dependent on the participation of a

particular third party as joint venture partner (which, for greater clarity, means ajoint venture in which Desafio would not be capable of performing the proposed

role of such third party, such as a transaction in which the Company seeks to earn-

in an interest in a third-party property or project) and (II) Desafio has thefinancial, technical and operational capability to meet the requirements of thejoint venture partner sought by the Company Proposing Party (each a CompanyProposed Joint Venture); or (B) desires to sell or otherwise dispose of any

interest in any Property (which, for clarity, shall include (I) the transfer ordisposition by the Company or any of its Subsidiaries or Affiliates, by any means,

directly or indirectly, or (II) the issuance to any third party, directly or indirectly,

of any equity securities, or any Subsidiary Convertible Securities of anySubsidiary or Affiliate of the Company through which the interest in any such

Property is owned or held and which would cause a transfer or disposition of an

interest in the Properties) including any Existing Properties (in each such case the

Company Offered Assets), or (ii) a Desafio Entity (a Desafio ProposingParty and a Proposing Party shall refer to a Desafio Proposing Party or a

Company Proposing Party, as applicable): (A) decides to seek a joint venture

partner to develop, acquire or otherwise earn an interest in any Desafio ColombiaProperties in circumstances where (I) the Desafio Proposing Partys participation

in such joint venture is not dependent on the participation of a particular third

party as joint venture partner (which, for greater clarity, means a joint venture inwhich the Company would not be capable of performing the proposed role of

such third party, such as a transaction in which the Desafio Entity seeks to earn-in

an interest in a third-party property or project), and (II) the Company has thefinancial, technical and operational capability to meet the requirements of the

joint venture partner sought by the Desafio Proposing Party (each a DesafioProposed Joint Venture, and a Proposed Joint Venture shall refer to a

Desafio Proposed Joint Venture or a Company Proposed Joint Venture, asapplicable); or (B) desires to sell or otherwise dispose of any interest in any

Desafio Colombia Property (in each such case the Desafio Offered Assets and

Offered Assets shall refer to Desafio Offered Assets or Company OfferedAssets, as applicable), the Proposing Party shall immediately provide notice to the

other Party (the Offeree Party) specifying:


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(i) in the case of a Proposed Joint Venture (the Joint Venture ProposalNotice), sufficient information regarding the particulars of the JointVenture Proposal to allow the Offeree Party to make a reasoned decision

in respect of participating in the Proposed Joint Venture, including to the

extent any such terms are determinable at such time: (A) a description of

the property in respect of which the Proposed Joint Venture relatestogether with the work plan(s) and objectives relating thereto; and (B) the

terms, including the purchase price, for the Proposed Joint Venture, and ifapplicable a true copy of any related term sheet or other document setting

forth such terms or relating to such Proposed Joint Venture; and

(ii) in the case of the Offered Assets (the Asset Purchase Offer Notice),sufficient information regarding the particulars of the offer to allow the

Offeree Party to make a reasoned decision in respect of making theacquisition, including to the extent any such terms are determinable at

such time: (A) a description of the Offered Assets; (B) the terms,

including the purchase price and proposed closing date for the sale of theOffered Assets; (C) where the Proposing Party or any of its Subsidiaries

has received an offer (a Third Party Offer) in respect of the Offered

Assets from a party dealing at arms length with the Proposing Partywhich the Proposing Party or its Subsidiaries is willing to accept, a true

copy of such offer setting forth all of the terms and conditions of such

offer; and (D) a true copy of any other document received by the

Proposing Party from a party dealing at arms length with the ProposingParty in respect of a Third Party Offer.

Notwithstanding the foregoing, nothing in this Section 5.1 shall prevent the

Proposing Party from concurrently negotiating at any time with third parties with

respect to those matters set out in this Section 5.1. For clarity, only transactionsthat propose an actual joint venture with another Person shall constitute a

Proposed Joint Venture for purposes of this Article 5.

(b) If the Offeree Party, acting reasonably, determines that the Joint Venture Proposalor the Asset Purchase Offer Notice, as the case may be, contains insufficient

information to make a reasoned decision in respect of participating in theProposed Joint Venture or accepting the offer to purchase the Offered Assets, it

shall notify the Proposing Party of the information required to make such decision

and thereafter shall have the greater of: (i) ten (10) Business Days from thereceipt of such information from the Proposing Party; and (ii) the days remaining

in the period specified in Section 5.2 or 5.3, as applicable, to make such decisionand deliver or refrain from delivering the Offeree JV Acceptance Notice (as

defined below) or the Offeree Acceptance (as defined below), as the case may be,in accordance with Section 5.2 or 5.3, as applicable. Notwithstanding the

foregoing, a copy of the term sheet for the Proposed Joint Venture or the sale of

the Offered Assets, as the case may be, shall be deemed to be sufficientinformation to make such reasoned decision, if it includes the information

specified in paragraph 5.1(a)(i) or paragraph 5.1(a)(ii), as applicable.


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5.2 Joint Venture Proposal(a) Receipt of the Joint Venture Proposal Notice by the Offeree Party shall be

deemed to constitute an invitation to the Offeree Party to participate in theProposed Joint Venture.

(b) If the Offeree Party provides the Proposing Party an acceptance (the Offeree JVAcceptance Notice) in writing to participate in the proposed Joint Venture

Proposal Notice, within thirty (30) days of receipt thereof (or such shorter period

as may by necessity be specified in the Joint Venture Proposal Notice due to athird party request) of a determination in respect of the Proposed Joint Venture,

the Proposing Party shall negotiate in good faith with the Offeree Party to finalize

terms of the Proposed Joint Venture acceptable to each of the Parties, actingreasonably, within a period of sixty (60) days or such additional period as the

Parties may from time to time agree in writing (the JV Negotiation Period). If

the Offeree Party does not provide the Offeree JV Acceptance Notice to theProposing Party within thirty (30) days (or such shorter period as may by

necessity be specified in the Joint Venture Proposal Notice due to a third partyrequest), of receiving of the Joint Venture Proposal Notice, the Proposing Party

shall be permitted to enter into the Proposed Joint Venture with any other Personand shall have no further obligations hereunder in respect of such Proposed Joint

Venture. If the Proposing Party truncates the period during which the Offeree JV

Acceptance Notice is required to be returned by the Offeree Party, it shall includein the Joint Venture Proposal Notice a statement certified by an officer of the

Proposing Party that the Proposing Party has determined that it is necessary to

truncate such period to avoid losing the opportunity to make such acquisition orother related transaction and that it has used commercially reasonable efforts to

avoid truncating such period.

(c) For purposes of Section 5.1(a), an Offeree Party shall have until the expiration ofthe 60-day JV Negotiation Period to demonstrate that it has the financial,

technical and operational capability to meet the requirements of the joint venturepartner sought by the Proposing Party.

5.3 Right of First Refusal(a) Receipt of the Asset Purchase Offer Notice shall be deemed to constitute an offer

(the Asset Purchase Offer) to the Offeree Party to purchase the Offered Assets

for the price and on the terms and conditions contained in the Asset Purchase

Offer.

(b) If the Offeree Party delivers an acceptance (the OffereeAcceptance) in writingof the Asset Purchase Offer to the Proposing Party within fifteen (15) Business

Days or in the case of the Proposing Party or its Subsidiaries having received a

Third Party Offer such shorter period indicated in the Asset Purchase Offer (the

Asset Purchase Offer Period), from the date of receiving the Asset PurchaseOffer Notice, the Proposing Party or its Subsidiary, or both, as the case may be,


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shall sell the Offered Assets to the Offeree Party and the Offeree Party shall

purchase, directly or indirectly, the Offered Assets from the Proposing Party or itsSubsidiary, or both, as the case may be, for the price and on the terms and

conditions specified in the Asset Purchase Offer on the date specified in the Asset

Purchase Offer, provided that the closing date shall not, without the prior written

consent of the Offeree Party, be less than five (5) Business Days after the end ofthe Asset Purchase Offer Period. If the Proposing Party truncates the Asset

Purchase Offer Period by providing that it requires the Offeree Acceptance to bedelivered in a period of less than fifteen (15) Business Days, it shall include in the

Asset Purchase Offer a statement certified by an officer of the Proposing Party

that the Proposing Party has determined that it is necessary to truncate such periodto avoid losing the opportunity to sell the Offered Assets pursuant to the terms of

the Third Party Offer and that it has used commercially reasonable efforts to

avoid truncating the Asset Purchase Offer Period.

(c) If the Offeree Party does not deliver the Offeree Acceptance within the AssetPurchase Offer Period, then the Proposing Party or a Subsidiary of suchProposing Party, or both, as the case may be, shall be entitled to complete the

purchase and sale of the Offered Assets specified in the Third Party Offer to the

Third Party Offeror.

5.4 Desafio EntitiesIn any case in which Desafio is the Offeree Party, Desafio shall be entitled to exercise any of its

rights under this Article 5 directly or indirectly through a Subsidiary or to assign such right inwhole or part to another Desafio Entity.

5.5 Area of Interest(a) Any interest or right to acquire any interest in any Additional Property wholly or

partially within the Cisneros Area of Interest or the Other Areas of Interest

acquired or proposed to be acquired during the term of this Agreement by or on

behalf of the Company or any Affiliate of the Company shall be effected by, andsuch interest or right shall, if acquired, be held only by the Company or one or

more wholly-owned (to the extent legally permissible under local law)

subsidiaries of the Company, and such acquired interests shall become a part of

the Existing Properties for all purposes of this Agreement.

(b) Any interest or right to acquire any interest in any Additional Property within theCisneros Area of Interest or the Other Areas of Interest acquired or proposed to beacquired during the term of this Agreement by or on behalf of a Desafio Entity

shall be effected only in accordance with this Section 5.5(b).

(i) Not less than thirty (30) days prior to a proposed acquisition of anyinterest or the right to acquire any interest in any Additional Propertywholly or partially within the Cisneros Area of Interest or the Other Areas

of Interest, Desafio shall notify the Company of such proposed acquisition


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by such Desafio Entity. Desafios notice shall describe in detail the

proposed acquisition, the Additional Property covered thereby, the costthereof, and the reasons why Desafio believes that the proposed

acquisition is in the best interests of the Parties under this Agreement. In

addition to such notice, Desafio shall make any and all information

concerning the relevant interest available for inspection by the Company.

(ii) Within fifteen (15) days after receiving Desafios notice, the Companymay notify Desafio of its determination that the proposed acquisition will

be effected by the Company or a wholly-owned subsidiary of the

Company. If the Company so elects to acquire the Additional Property, theCompany shall thereafter take all actions necessary to cause such interest

or right to be acquired and held only by the Company or one or more

wholly-owned (to the extent legally permissible under local law)subsidiaries of the Company, and such acquired interests shall become a

part of the Existing Properties for all purposes of this Agreement.

(iii) If the Company does not give such notice within the fifteen (15) dayperiod set forth in Section 5.5(b)(ii), neither the Company nor any

Subsidiary or Affiliate of any of them shall effect the proposedacquisition, and Desafio or any Desafio Entity shall thereafter be

permitted, without any further obligations hereunder, to acquire such

interest in such Additional Property, and such acquired interests shall notbe a part of the Existing Property or otherwise continue to be subject to

this Agreement.

(iv) If the Company does give such notice within the fifteen (15) day periodset forth in Section 5.5(b)(ii), but abandons or does not undertake such

proposed acquisition within 60 days following the delivery by theCompany of such notice, then Desafio or any Desafio Entity shall

thereafter be permitted, without any further obligations hereunder, to

acquire such interest in such Additional Property, and such acquiredinterests shall not be a part of the Existing Property or otherwise continue

to be subject to this Agreement.

ARTICLE 6

COVENANTS

6.1 Covenants of the Company(a) The Company shall, to the extent and at any and all times that the Desafio Entities

hold or exercise control or direction over, collectively, 10% or more of the Shareson a non-diluted basis:

(i) use commercially reasonable efforts to ensure that all of the Sharesoutstanding from time to time are and continue to be listed and posted for


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trading on the TSX-V unless the shares are not so listed pursuant to a

corporate transaction approved by the shareholders of the Company;

(ii) subject to Article 11, upon Desafios written request:(A) provide to Desafio copies of; or(B) permit its representatives to have access to the sites and any of the

premises where the business and operations of the Company andits Subsidiaries are conducted and provide access and duplicating

rights (and use commercially reasonable efforts to cause persons or

firms possessing such documentation or information to give similaraccess and duplicating rights) to,

the Company and its Subsidiaries books of account and records and suchother documents, communications, items and matters, within the

knowledge, possession or control of the Company or its Subsidiaries,

which Desafio may reasonably request (including any and all documentsand information relating to the exploration, development and operation of

the Properties, the preparation of any feasibility study in respect of any of

the Properties, records relating to work performed, results obtained, safetystatistics, information as to expenditures and environmental, community

and health and safety issues, legal contingencies, competitors activities in

neighbouring mining properties; any data or other factual information(including all drill core and assay results)), at Desafios own cost (other

than those it is permitted to examine and make copies of free of charge

pursuant to applicable Laws) provided that, except to the extent the

information can be provided in the necessary course of business of the

Company, acting reasonably including to provide Desafio withinformation to assist Desafio and its advisors with the preparation of the

financial statements for Desafio or any of its affiliates, nothing herein shallrequire the Company to provide Desafio with any information which

would constitute a material fact with respect to the Company which has

not been generally disclosed or the disclosure of which would violate anyapplicable Laws or any confidentiality agreements that are in effect with

third parties; and

(iii) use commercially reasonable efforts to maintain its status as a reportingissuer in British Columbia, Alberta and Ontario, not in default unless the

Company does not maintain such status pursuant to a corporate transactionapproved by the Shareholders.

6.2 Exchange of Technical ExpertiseThe Company and Desafio acknowledge that they each bring substantial and complementaryexpertise and experience in the areas of finance, exploration and operations to the strategic

alliance between the Parties. As such the Parties agree that they will seek to establish


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mechanisms that provide for the exchange of technical and managerial personnel, as well as the

exchange of technical information and know-how.

6.3 Acquisition of Shares by DesafioThe Company covenants that it shall not take any action to prevent, frustrate or

otherwise impede the acquisition by any Desafio Entity of any Common Shares pursuant to an

exemption from the takeover bid legislation in effect from time to time in the various provinces

or territories of Canada or any federal legislation governing such subject matter that may

hereafter be enacted by the federal government of Canada.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of the CompanyThe Company represents, warrants and agrees with Desafio as of the date of this Agreement,

that:

(a) the Company is a corporation duly amalgamated under the laws of Alberta, and isvalidly existing and in good standing under the laws of Alberta and no

proceedings have been instituted or are pending for the dissolution or liquidation

of the Company;

(b) the Company has all requisite legal and corporate power and authority to execute,deliver and perform its obligations under this Agreement;

(c) this Agreement has been duly authorized by all necessary corporate action on thepart of the Company and has been duly executed and delivered by the Company

and constitutes a valid and legally binding obligation of the Company enforceable

against the Company in accordance with its terms; and

(d) the execution and delivery of this Agreement and the performance by theCompany of its obligations hereunder and the consummation of the transactions

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): (i) the constating documents of the Company; (ii)the resolutions of the shareholders or directors (or any committee thereof) of the

Company which are in effect at the date hereof; (iii) any mortgage, note,

indenture, contract, agreement, instrument, lease or other document to which the

Company is a party or by which it is bound; or (iv) any judgement, writ,injunction, decree or order, of any court or of any Authority that is binding the

Company or the property or assets of the Company.

7.2 Representations and Warranties of DesafioDesafio represents, warrants and agrees with the Company as of the date of this Agreement, that:


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(a) Desafio is a company incorporated under the laws of Peru and is validly existingand in good standing under the laws of Peru and no proceedings have beeninstituted or are pending for the dissolution or liquidation of Desafio;

(b) Desafio has all requisite legal and corporate power and authority to execute,deliver and perform its obligations under this Agreement;

(c) this Agreement has been duly authorized by all necessary corporate action on thepart of Desafio and has been duly executed and delivered by Desafio and

constitutes a valid and legally binding obligation of Desafio enforceable againstDesafio in accordance with its terms;

(d) the execution and delivery of this Agreement and the performance by Desafio ofits obligations hereunder and the consummation of the Transactions, do not and

will not conflict with, or result in a breach or violation of, any of the terms orprovisions of, or constitute a default under (whether after notice or lapse of time

or both): (i) the constating documents of Desafio; (ii) the resolutions of the

shareholders or directors (or any committee thereof) of Desafio which are ineffect at the date hereof; (iii) any mortgage, note, indenture, contract, agreement,instrument, lease or other document to which Desafio is a party or by which it is

bound; or (iv) any judgement, writ, injunction, decree or order, of any court or of

any Authority that is binding on Desafio or the property or assets of Desafio;

(e) none of the Desafio Entities legally or beneficially owns, or exercises control ordirection over, any Equity Securities of the Company.

ARTICLE 8

INDEMNIFICATION

8.1 Indemnification by the CompanyThe Company will indemnify and save harmless Desafio, its directors, officers, employees,affiliates and agents (collectively, the Desafio Indemnitees) from and against all Claims

incurred by any one or more of the Desafio Indemnitees directly or indirectly resulting from any

breach of any covenant, representation or warranty of the Company contained in this Agreement.

8.2 Indemnification by DesafioDesafio will indemnify and save harmless the Company and its directors, officers, employees,

affiliates and agents of the Company (collectively, the Company Indemnitees) from and

against all Claims incurred by any one or more of the Company Indemnitees directly orindirectly resulting from any breach of any covenant, representation or warranty of Desafio

contained in this Agreement.


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8.3 Injunctive ReliefNotwithstanding any other provision of this Agreement, nothing herein is intended to or shall

restrict a Party from seeking and receiving injunctive relief (whether as a temporary restrainingorder, preliminary injunction or otherwise) or specific performance.

ARTICLE 9

DISPUTES

9.1 Best Efforts to Settle DisputesIf any dispute, claim, question or differences arises out of or in relation to this Agreement and

the Subscription Agreement or any breach hereof or thereof, the Parties shall use their best

efforts to settle such dispute, claim, question or difference. To this effect, they shall consult and

negotiate with each other, in good faith and understanding of their mutual interests, to reach ajust and equitable solution satisfactory to the Parties, including, if necessary, a face to face

meeting between the Presidents of each Party.

ARTICLE 10

TERM AND TERMINATION

10.1 Term.This Agreement shall commence on the Effective Date and shall remain in force until terminated

in accordance with this Article 10 (the Term).

10.2 Termination.Other than provisions of this Agreement which are explicitly stated to survive the termination of

this Agreement, this Agreement will terminate upon the occurrence of the earliest of:

(a) the written agreement by the Parties to terminate; or

(b) 60 days following the date on which Desafios Pro Rata Interest, as notified in writing to

Desafio by the Company, becomes equal to less than 10% if Desafio has not during such 60-dayperiod exercised its right pursuant to Section 2.1(g) to increase its Pro Rata Interest to at least

10%;

10.3 Obligations on Termination.(a) Notwithstanding the termination of this Agreement:

(i) Article 1, Article 8, Article 12 and this Section 10.3 shall survive suchtermination; and

(ii) Article 11 shall survive for a period of one (1) year following thetermination of this Agreement.


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(b) Notwithstanding the termination of this Agreement, no joint venture in existencebetween the Company, its Subsidiaries or any of their respective Affiliates andany Desafio Entity shall, solely as a result of the termination of this Agreement,

be deemed to terminate or cease to exist.

ARTICLE 11

CONFIDENTIALITY

11.1 Confidential InformationThe term Confidential Information as used in this Agreement shall mean any

and all information provided by a Party and/or any of its Affiliates (collectively, the Disclosing

Party) to the other party and/or any of its Affiliates (collectively, the Receiving Party) or

ascertained by the Receiving Party through investigation or discussions between the officers,

employees or agents (including legal advisors, accountants, investment bankers, technicaladvisors and similar consultants) (collectively Agents) of the Disclosing Party and the

Receiving Party and concerning the Disclosing Party. Such Confidential Information shall

include, without limitation, all commercial, marketing, technical, engineering, operational,economic, financial or legal knowledge, information or data (including geological, geophysical,magnetic, electromagnetic and radiometric survey notes, core samples, drill logs, documents,

interpretations, plans, maps, sections, drawings, writings, papers, materials and all other things

related thereto) of any nature whatsoever, and regardless of the form provided in, relating to thefuture, present or past business, operations, plans or assets of the Disclosing Party, which is

disclosed (either directly or through its Agents) by the Disclosing Party to the Receiving Party

pursuant to this Agreement; and further includes all notes, compilations, analyses,interpretations, studies and opinions prepared by either the Disclosing Party or the Receiving

Party and their respective Affiliates or Agents, which contain, reflect, are based upon or derived

from, in whole or in part, any such information, provided, however, that Confidential

Information shall not include the following:

(a) information which at the time of disclosure by the Disclosing Party is inthe public domain, or information which later becomes part of the public domain through no act

or omission of any Receiving Party or its Agents;

(b) information which the Receiving Party can demonstrate was legally in its

possession prior to such informations disclosure by the Disclosing Party to the Receiving Party;

and

(c) information received by the Receiving Party from a third party who

acquired such information legally and not on a confidential basis either directly or indirectlyfrom the Disclosing Party.

11.2 Receipt and Evaluation of Confidential InformationA Receiving Party shall keep confidential all Confidential Information, and shall

not, without the Disclosing Partys prior written consent, disclose to any third party, firm,

corporation or entity such Confidential Information. A Receiving Party shall limit the disclosureof such Confidential Information to only those of its Agents as are reasonably necessary to


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evaluate such information in a manner consistent with the terms of this Agreement. To the

extent that any such Persons are not its employees, the Receiving Party shall make them aware ofthe undertakings and obligations set out in this Agreement and, in so far as it is able so to do,

procure that such Persons comply with them as if they were a Party hereto. The Receiving Party

further agrees that it will be responsible for any breach of the terms of this Agreement by any

such Persons. A Receiving Party shall use the Disclosing Partys Confidential Information onlyfor the purpose of its evaluation, negotiation and/or implementation the business arrangements

between the Parties contemplated by this Agreement and in a manner consistent with the termsand conditions of this Agreement and a Receiving Party shall not make any other use, in whole

or in part, of the Disclosing Partys Confidential Information without the prior written consent of

the Disclosing Party. At no time shall the Receiving Party or its Affiliates or its Agentsotherwise use or cause to be used any Confidential Information for the benefit of itself or any

other third party or in any manner adverse to, or to the detriment of, the Disclosing Party or its

Shareholders.

11.3 Required Disclosure(a) In the event that a Receiving Party is requested or required by questions,

interrogatories, requests for information or documents, subpoena, civil

investigation, demand or similar process (a) to disclose any ConfidentialInformation of the Disclosing Party, or (b) to disclose the possibility of a

proposed transaction between the Parties or the discussions pertaining thereto, it

will provide prompt written notice of such potential disclosure to the DisclosingParty so that an appropriate protective order may be sought or a waiver of

compliance with the provisions of this Agreement may be granted. If, in the

absence of a protective order or the receipt of a waiver hereunder, a ReceivingParty is nonetheless, in the opinion of its counsel, legally required to disclose

Confidential Information of the Disclosing Party, then in such event the Receiving

Party may disclose such portion of the Confidential Information that is legallyrequired and will exercise its commercially reasonable efforts to obtain reasonable

assurance that confidential treatment will be accorded to the Confidential

Information. Prior to any disclosure hereunder, the Receiving Party will use its

commercially reasonable efforts to provide the Disclosing Party an opportunity toreview the contents of such disclosure before it is made.

(b) In the event a Party is required pursuant to applicable securities or corporate Lawsto publicly disclose Confidential Information by way of a press release or similar

form of disclosure (a Release), it shall provide the other Party with a draft ofthe intended release for review, comment and consent prior to publication. If

such consent is not given within one (1) Business Day after delivery of a proposedRelease, the Party shall thereafter be free to distribute such Release to the public.

In no case shall a Party be deemed to concur with or support the contents ofanother party's Release, notwithstanding the foregoing. The Parties agree to

ensure that any public disclosure complies with the requirements of National

Instrument 43-101 in all material respects.


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11.4 Return of InformationUpon the termination of this Agreement in accordance with its terms, the

Receiving Party shall, if so requested in writing by the Disclosing Party, immediately return alloriginal documents provided by the Disclosing Party and shall destroy or cause to be destroyed

any and all other Confidential Information of the Disclosing Party disclosed to it or its Agents,

including all copies, translations, or any other form of said material including financial models orother documents which incorporate or are based upon any Confidential Information.

ARTICLE 12

GENERAL

12.1 EnurementThis Agreement will enure to the benefit of and be binding upon the Parties hereto and theirrespective heirs, executors, administrators, successors and permitted assigns.

12.2 NoticeAll notices or other communications by the terms hereof required or permitted to be given by one

party to another shall be given in writing by personal delivery or facsimile delivered to such

other party as follows:

To the Company:

Antioquia Gold Inc.

300, 840-6th

Avenue

Calgary, Alberta, CanadaT2P 3E5

Attention: Rob James

Facsimile: +1 (403) 260-5384

To Desafio:

Desafio Minero S.A.C.

Avenida Javier Prado Este No. 3580

San BorjaLima, Peru

Attention: Ernesto BendezFacsimile: +51 (1) 618-1021


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With a copy to:

Fasken Martineau DuMoulin LLP

333 Bay Street, Suite 2400Bay Adelaide Centre, Box 20

Toronto, Ontario, Canada

M5H 2T6

Attention: Georges Dub

Facsimile: +1 416 364 7813

or at such other address or facsimile number as may be given by either of them to the other inwriting from time to time and such other notices or communications shall be deemed to have

been received when delivered or, if by facsimile, on the next business day after such notice or

other communication has been transmitted by facsimile (with receipt confirmed).

12.3 Assignment, SuccessorsNo Party may assign any rights, benefits or obligations under this Agreement to any Person,

without the prior written consent of the other Party which consent may be arbitrarily withheld.

12.4 Execution in CounterpartThis Agreement may be executed in any number of counterparts (including counterparts by

electronic transmission), each of which will be deemed to be an original, but all of whichtogether will constitute one and the same document.

12.5 SeverabilityIf anyone or more of the provisions contained in this Agreement should be invalid, illegal orunenforceable in any respect under the laws of any jurisdiction, the validity, legality and

enforceability of such provision shall not in any way be affected or impaired thereby under the

laws of any other jurisdiction and the validity, legality and enforceability of the remainingprovisions contained herein shall not in any way be affected or impaired thereby.

12.6 ExpensesExcept as otherwise agreed herein, all costs and expenses incurred by the Parties hereto inconnection with the preparation and execution of this Agreement and the documents and

transactions contemplated hereby and thereby (including the fees and expenses of legal and other

professional consultants engaged by such party) shall be exclusively for the account of the Partyincurring said costs and expenses.

12.7 No PartnershipNothing herein shall constitute or be construed to be or to create a partnership or joint venturebetween the Parties.


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12.8 Governing LawThis Agreement will be governed by and construed in accordance with the laws of the Province

of Alberta and the federal laws of Canada applicable therein.

12.9 TimeWhere this Agreement requires any action to be taken on, or before, a day which is not a

Business Day, this Agreement shall be read as requiring the action to be taken on, or before, thenext Business Day thereafter.

12.10 Third Party BeneficiariesExcept as otherwise expressly provided in this Agreement, the Parties intend that this Agreementwill not benefit, or create any right or cause of action on behalf of, any Person other than a Party

and no Person, other than a Party, will be entitled to rely on the provisions of this Agreement in

any proceeding.

12.11 Desafio Entities BoundEach Desafio Entity that acquires Shares pursuant to any of the terms of this Agreement shall,

prior to such acquisition, execute an acknowledgement whereby such Desafio Entity agrees to bebound by the terms of this Agreement.

12.12 Entire AgreementThis Agreement and the Subscription Agreement contain the entire agreement of the Partiesrelating to the subject matter hereof and there are no representations, covenants or other

agreements relating to the subject matter hereof except as stated or referred to herein or therein.

12.13 Amendments and WaiversAny amendment, or waiver of, any provision of this Agreement shall be in writing and in the

case of any amendment, signed by the parties.

12.14 Further AssurancesFrom time to time after the date hereof, each Party will, at the request of any other Party, execute

and deliver and perform or cause to be performed such further and other acts or things as may be

reasonably required to give full effect to, and carry out the intent of, this Agreement.

12.15 Time of EssenceTime shall be of the essence of this Agreement.

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Antioquia-Desafio

Strategic Alliance Agreement

IN WITNESS WHEREOFthis Agreement has been executed by the Company and Desafio as

of the day and year first above written.

ANTIOQUIA GOLD INC.

Per: Richard A. Thibault

Name: Richard Thibault

Title: President and Chief Executive Officer

DESAFIO MINERO S.A.C.

Per: Michelle Maria Navarro Graudyer

Name: Michelle Maria Navarro Graudyer

Title: General Manager


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Antioquia-Desafio

Strategic Alliance Agreement

Schedule 1.1(h)

Cisneros Area of Interest

See attached.

[Redacted for business purposes]


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Schedule 1.1(s)

Existing Properties

[Redacted for business purposes]