MEXORO MINERALS, INC. ACKNOWLEDGEMENT AND AGREEMENT

Acknowledgement by the Investors. Each Investor hereby acknowledges and agrees as follows:

It has executed a Purchase Agreement, a Security Agreement and a Debenture with respect to each of the principal amounts issued in the name of the Investor below.

It has executed a Notice of Election to Convert in the form attached as Schedule A to the Debenture with respect to each of the Debentures.

In the aggregate, the Debentures have been converted into a 10% ownership interest in the Cieneguita Property (which includes a 10% interest in the net cash flows from the First Phase Production), of which each Investor has a pro rata ownership of such interest based on the principal amount of its respective Debenture(s) divided by $1,500,000.

There are no other outstanding Debentures issued by the Company in the name of the respective Investors or any of their respective affiliates or subsidiaries, and as a result of the conversion of the Debentures, the Company has no further outstanding obligations under the Debentures, including no obligation to repay any interest under the Debentures.

The following table represents a true and correct summary of the ownership interest of the Debentures by the Investors:

Acknowledgement by MRT. MRT hereby acknowledges and agrees that (i) the OHAG Debenture was purchased in a private transaction by MRT, (ii) OHAG did not deliver notice to MRT that it did not intend to sell the OHAG Debenture to MRT in accordance with the terms of the OHAG Debenture, nor has OHAG disputed the sale of the OHAG Debenture to MRT, and (iii) MRT called the OHAG Debenture and irrevocably agreed to accept the issuance of Stock by the Company as full and complete satisfaction of the OHAG Debenture, and any outstanding interest thereon, and that upon issuance of the Stock to MRT, the Company has no further outstanding obligations under the OHAG Debenture.

Sale of Ownership Interests by MRT to the Company.

MRT hereby agrees to sell and convey to the Company, and the Company hereby agrees to purchase from MRT, subject to the terms and conditions set forth herein, 2.333% ownership interest in the Cieneguita Property (including 2.333% of the net cash flows from the First Phase Production) (the “MRT Ownership Interest”) in consideration for the Company’s payment of the sum of $320,833.29 to MRT at the closing. The closing of the purchase and sale of the MRT Ownership Interest shall take place at the offices of DLA Piper LLP (US), 4365 Executive Drive, Suite 1100, San Diego, CA 92121, on the date hereof.

MRT hereby represents, warrants and covenants to the Company that as of the date hereof:

This Agreement constitutes legal, valid and binding obligations of MRT, and MRT has full right, power and authority to execute,

deliver and perform this Agreement, including, without limitation, to sell the MRT Ownership Interest as specified herein.

Upon the consummation of the transactions provided for herein, the Company will have good and marketable title to the MRT Ownership Interest, free and clear of all claims, liens and encumbrances of any nature whatsoever.

MRT’s performance of this Agreement, and the sale of the MRT Ownership Interest to the Company, is being made in compliance with all applicable laws, regulations and rules of Mexico, the United States of America and all states, foreign countries or other governmental bodies and agencies that have jurisdiction over the MRT.

Sale of Ownership Interests by Mario Ayub to the Company.

Mr. Ayub hereby agrees to sell and convey to the Company, and the Company hereby agrees to purchase from Mr. Ayub, subject to the terms and conditions set forth herein, 1.667% ownership interest in the Cieneguita Property (including 1.667% of the net cash flows from the First Phase Production) (the “Ayub Ownership Interest”) in consideration for the Company’s payment of the sum of $229,166.71 to Mr. Ayub at the closing. The closing of the purchase and sale of the Ayub Ownership Interest shall take place at the offices of DLA Piper LLP (US), 4365 Executive Drive, Suite 1100, San Diego, CA 92121, on the date hereof.

Mr. Ayub hereby represents, warrants and covenants to the Company that as of the date hereof:

This Agreement constitutes legal, valid and binding obligations of Mr. Ayub, and Mr. Ayub has full right, power and authority to execute, deliver and perform this Agreement, including, without limitation, to sell the Ayub Ownership Interest as specified herein.

Upon the consummation of the transactions provided for herein, the Company will have good and marketable title to the Ayub Ownership Interest, free and clear of all claims, liens and encumbrances of any nature whatsoever.

Mr. Ayub’s performance of this Agreement, and the sale of the Ayub Ownership Interest to the Company, is being made in compliance with all applicable laws, regulations and rules of Mexico, the United States of America and all states, foreign countries or other governmental bodies and agencies that have jurisdiction over the Mr. Ayub.

Transfer of Ownership Interest by Investors to Marje Minerals.

Immediately following the sale of the MRT Ownership Interest and the Ayub Ownership Interest, and subject to the terms and conditions of this Agreement, each Investor agrees to transfer and assign (as a contribution to capital) their respective portion of the ownership interest in the Cieneguita Property (including the net cash flows from the First Phase Production) (each, a “Cieneguita Interest”) to Marje Minerals on the date hereof and Marje Minerals hereby accepts such transfer and assignment. The transfer of the Cieneguita Interests pursuant to this Agreement shall occur on the date hereof, as a contribution of capital to Marje Minerals. The Investors (other than North Mining) making the contribution to Marje Minerals are the owners of Marje Minerals.

The Investors represent that the following table is a true and correct summary of the Cieneguita Interests being transferred to Marje Minerals:

Each Investor represents, warrants and covenants to Marje Minerals and the Company that as of the date hereof:

This Agreement constitutes legal, valid and binding obligations of the Investor, and the Investor has full right, power and authority to execute, deliver and perform this Agreement, including, without limitation, to transfer the Cieneguita Interests as specified herein.

Following the closing as contemplated by this Agreement and, upon the consummation of the transactions provided for herein, Marje Minerals will have good and marketable title to the Cieneguita Interests, free and clear of all claims, liens and encumbrances of any nature whatsoever.

The Investor’s performance of this Agreement, and the transfer of the Cieneguita Interests to Marje Minerals, is being made in compliance with all applicable laws, regulations and rules of Mexico, the United States of America, and all states, foreign countries or other governmental bodies and agencies have jurisdiction over the Investor.

As of the closing of the transactions contemplated by this Agreement and pursuant to the terms of the Development Agreement (as amended by Amendment No. 1) the parties acknowledge and confirm that the ownership interest in the Cieneguita Property and the interest in the net cash flows from the First Phase Production are held by the Company, MRT and Marje Minerals as follows:

The provisions of this Agreement shall be binding upon and inure to the benefit of parties and their respective successors and assigns.

Each of the parties hereto shall execute and deliver all additional documents, agreements and instruments and shall do any and all acts and things reasonably requested by the Company or any other parties hereto in connection with the performance of its obligations undertaken in this Agreement, including without limitation, taking all actions required by applicable law to transfer the ownership interests in accordance with the terms of this Agreement.

This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall be governed by and construed in accordance with the laws of the State of California, without giving effect to provisions regarding conflicts of law. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the United States District Court for the Southern District of California or the state

courts located in San Diego, California, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. Each of the parties hereto irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall, to the extent permitted by applicable law, be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.