Termination and Transaction Agreement dated November 18, 2011

Holder’s and Companies’ Granting:

(i)  

Both the Companies and the Holder expressly accept that all the Resources that were deposited by the Assignee in the Trust Fund in virtue of the Contract, shall be transferred to Kata Enterprises S.A.S. identified with NIT 900.388.159-2 to the checking account number 102020385 at GNB Sudameris Bank within the five (5) working days following the signing of this Agreement.

(ii)  

The Companies hereby bind themselves to subscribe a Letter of Instructions for the Termination of the Trust Management Agreement, which is attached here as Exhibit F of this Agreement.

(iii)  

Both the Companies and the Holder directly and through their  predecessors, and through each one of their corresponding managers, employees, attorneys, directors, partners, agents, statutory auditor, licensees, successors, any kind of beneficiaries or assignees (all together the “Companies and Their Representatives”) as of the date this Agreement is subscribed waive and relinquish any action against the Assignee and each and every one of its  managers, employees, directors, stockholders, matrixes, divisions, affiliates, partners, agents, attorneys, statutory auditors, administrators, licensees, successors, any kind of beneficiaries or assignees  (the “Assignee and Its Affiliates”) any of the following:  (a) any claim that is originated or derived from the nature, negotiation, subscription, execution or termination of the Contract, or that is linked in any way to the Contract; (b) exercising any judicial out – of – court before the ordinary justice or before an arbitration tribunal o any administrative authority that is originated or derived from the subscription, execution or termination of the Contract , in  Colombia or in any country; (c) all the rights enshrined to his favor, regardless of their nature, that may be originated or derived from the subscription, execution, or termination of the Contract; (d) any kind of process, trial, claim, lawsuit, or action regardless of its nature or objective, in accordance with the law  or in equity, regarding the nature, subscription, execution, and termination of the Contract or with any other cause linked to it,  (e) any claim that is originated from any other relationship that already exists between the Parties, and (f) of any claim, lawsuit, action, cause,  controversy, debt, costs, lawyers’ fees, clerk’s fees, damages, sentences or claims due to legal liability of any nature, in accordance with the law or in equity, that may already exist, have existed or may exist between the  Parties, based on any fact, circumstance, event, action or mission that may occur  at any time and up to the date of this Agreement, including those regarding or that belong in any way to, or come up as a result f the negotiation, execution, or termination of the Contract, all this as per the  terms stated in the considerations of this Agreement.

(iv)  

Both the Companies and the Holder hereby expressly state that the Assignee is Free and Clear of any obligation derived from the Contract.

 Concessions by the Assignee:

(i)  

The Assignee binds himself to subscribe the Letter of Instructions for the Termination of the Trust management Agreement, which is attached as Exhibit E of this Agreement.

(v)  

The Assignee hereby expressly state that the Companies and the Holder of the obligation for Transferring the mining concession contract resulting from mining request IKE-10421X are Free and Clear of any obligation.

(vi)  

The Assignee hereby expressly states that the Companies and the Holder are Free and Clear of any obligation derived from the Contract.

a)  

The Tribunal shall consist of one (1) arbitrator appointed by the Parties by mutual agreement.  In case the Parties are not able to agree, the arbitrator shall be appointed by the Conciliation and Arbitration Center of the Chamber of Commerce of  Bogotá, upon request of any of the  Parties;

b)  

The internal organization of the Tribunal, including their fees and applicable costs shall be subject to the regulations from the Conciliation and Arbitration Center of the Chamber of Commerce of  Bogotá;

c)  

The Tribunal shall meet in Bogotá D.C., at the offices of the said center;

d)  

The regulations governing the process shall be the ones in force upon summoning the Tribunal; and

e)  

The Tribunal shall decide according to law.

Termination. The Parties expressly, in common agreement and according to clause 11.2 number 4 of the Contract under Commission, hereby terminate the Contract under Commission as of the date this document is signed.

Liquidation. Within the thirty (30)  calendar ays following subscription of this document the Contract under Commission shall be liquidated as per the terms stated in Chapter XII of the Contract under Commission.

Transference. As a result of the aforementioned, the Fiduciary must transfer to the  Granting Party the amount that results from liquidating the  Management Contract into checking account number 102020385 from GNB Sudameris Bank to  Kata Enterprises S.A.S.