EXECUTION VERSION

STRATEGIC ALLIANCE AGREEMENT

between ANTIOQUIA GOLD INC.

and DESAFIO MINERO S.A.C.

Made as of August 13, 2010

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 under the laws of Alberta having its head office at 300, 840 6th Avenue, Calgary, Alberta, T2P 3E5; and (2) DESAFIO MINERO S.A.C. (Desafio), a company governed by the laws of Peru having its registered address at Avenida Javier Prado Este No. 3580, San Borja, Lima, Peru. WHEREAS: A. B. C. The Company is a mineral exploration company engaged in the acquisition, exploration and development of mineral properties internationally, with a current focus in Colombia; Desafio is a mineral exploration company affiliated with the Navarro-Grau Group of companies; The Company wishes to, and through its investment Desafio wishes to assist the Company to, explore, develop and operate the Existing Properties (as defined below) and, in particular, the Companys Cisneros project; The Company and Desafio believe that their respective corporate strategies are compatible and, as such, wish to establish a strategic alliance on the terms and conditions set forth herein; and The Company and Desafio are entering into this Agreement as a condition to and in furtherance of the subscription by Desafio for common shares and a special warrant of the Company contemplated in the Subscription Agreement dated August 6, 2010 (the Subscription Agreement) between the Company and Desafio;

D.

E.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual 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 Definitions

In this Agreement, unless the context otherwise requires: (a) ABCA means the Business Corporations Act (Alberta);

-2(b) Additional Properties means all licenses, titles, leases, permits and other rights 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 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 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; 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; Agreement means this strategic alliance agreement and any instrument amending or otherwise modifying this Agreement, together with the Schedules hereto 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; Authority and Authorities means any (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, 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 authority of 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-regulatory authority; Board of Directors means the board of directors of the Company; Business Day means any day which is not a Saturday, a Sunday or a day on which banks are generally closed for business in Toronto, Ontario, Canada, Calgary, Alberta, Canada or Lima, Peru; Cisneros Area of Interest means the area shown on Schedule 1.1(h); Claims means all losses, damages, expenses, Liabilities, claims and demands of whatever nature or kind, including all reasonable legal fees and disbursements;

(c)

(d)

(e)

(f) (g)

(h) (i)

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-3(j) (k) Closing Date has the meaning given to it in the Subscription Agreement; 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 through the legal or beneficial ownership of voting securities, the right to appoint directors or management, contract, voting trust, or otherwise; 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 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 pursuant to the Stock Option Plan; Debt Instrument means any loan, bond, debenture, promissory note or other instrument evidencing material indebtedness for borrowed money or other material liability; Desafio Colombia Properties means all licenses, titles, leases, permits and other rights of the Desafio Entities or any of its Subsidiaries, in each case as may be 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 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, 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 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; Desafio Entities means, collectively, Desafio, its Subsidiaries, each Person that exercises control or direction over Desafio, directly or indirectly, and any of their respective Affiliates; Desafio Shares means, at any relevant time, the Shares then owned directly or indirectly by the Desafio Entities, or over which the Desafio Entities then exercise control or direction; Disclosure Documents means all press releases, material change reports, financial statements, prospectuses, annual information forms, annual reports and all other documents which have been filed with or delivered to the Securities Commissions pursuant to the Securities Laws;

(l)

(m)

(n)

(o)

(p)

(q)

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-4(r) (s) Equity Securities means Shares, Convertible Securities and any other equity or voting securities of the Company; Existing Properties means, collectively, all such licenses, titles, leases, permits and 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 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 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 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; 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; Liabilities means, with respect to any Person, any liability or obligation of such Person 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; Lien means any mortgage, easement, encroachment, adverse claim, and assignment by way of security, security interest, servitude, pledge, charge, lien, assignment, hypothecation, conditional sale agreement, title retention, preferential right, 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 similar arrangement under or with respect to any insurance policy or any preference of one creditor over another arising by operation of law; NI 45-106 means National Instrument 45-106 Prospectus and Registration Exemptions; Options means outstanding options to acquire Shares under the Stock Option Plan; Other Areas of Interest shall mean the area of land within the configuration on the ground formed by extending outward the outer boundaries of each area that is the subject of the Existing Properties two (2) kilometres in perpendicular distance and then extending lengthwise those extended boundary lines until they

(t)

(u)

(v)

(w) (x) (y)

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-5first 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) (aa) Parties means the Company and Desafio and their successors and permitted assigns; and Party means any one of them; Person means an individual, partnership, unincorporated association, organization, syndicate, corporation or trust or a trustee, executor, administrator or other legal or personal representative; Private Placement means the acquisition by Desafio of up to approximately 16,170,801 Shares pursuant to the Subscription Agreement; Pro Rata Interest means, at any relevant time, the ownership interest of Desafio, expressed as a percentage, equal to: (i)(A)the number of outstanding Shares 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 are convertible, 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) the number 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 is exercised by Desafio Entities; Properties means all licenses, titles, leases, permits and other rights of the Company, any of its Subsidiaries or any other entity directly or indirectly controlled by the Company, in each case on the date hereof or hereafter 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 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, 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 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 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 time lapses following the giving of notice without an objection being made) of

(bb) (cc)

(dd)

(ee)

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-6corporate bodies or Authorities or third parties required in respect of a relevant matter; (ff) (gg) (hh) Securities Act means the Securities Act (Alberta); Securities Commissions means the securities regulator in each jurisdiction whose Securities Laws are applicable to the Company; Securities Laws means the Laws relating to securities applicable to the Company 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 or applicable in such jurisdictions; Shareholder Approval means the approval (i) by means of the Shareholder Consent 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; Shareholder Consent means the written consent of holders of a majority of the Common Shares; Shareholders Meeting means a meeting of shareholders of the Company called by the Company for the purpose of, among other matters, obtaining the Shareholder Approval; Shares means common shares or any other securities into which the common shares in the capital of the Company are reorganized, exchanged or converted;

(ii)

(jj) (kk)

(ll)

(mm) Shareholders means the holders of common shares in the capital of the Company; (nn) (oo) Stock Option Plan means the Companys stock option plan (2009); Subsidiary means, with respect to any Person other than an individual, any corporation or other body corporate, limited liability company, unlimited liability company, 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 any contingency) 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 more of the other Subsidiaries of that Person or a combination thereof or (b) if a limited liability 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 of that 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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-7or 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 managing director 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 or Affiliate 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 pursuant to a stock option plan, if any; and TSX-V means the TSX Venture Exchange.

(qq) 1.2

Interpretation

In 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 not limit the scope or exclude the application of any provision of this Agreement to such Person or Persons or circumstances as the context otherwise permits; unless otherwise specified, time periods within, or following which any payment is 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 and by extending the period to the next Business Day, if the last day of the period is not a Business Day; reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it; all amounts expressed herein in terms of money refer to the lawful currency of Canada and all payments made hereunder shall be made in such currency; headings in this Agreement are for convenience only and shall not affect its interpretation; and references to include, includes or including and the like shall be construed, in each case, as if followed by the words but without limitation.

(b)

(c)

(d) (e) (f)

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-8ARTICLE 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 any Convertible 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 to maintain its Pro Rata Interest in the Company at the time the relevant Maintenance Right Notice (as defined below) is delivered. The Company shall provide notice to Desafio (the Maintenance Right Notice) no less than ten (10) Business Days before the date on which the Company intends to issue Additional Securities, provided, however, that if it is not possible to 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. A Maintenance Right Notice shall set out all of the particulars of the issuance or sale 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 of Equity Securities which are proposed to be offered; (iii) the rights, privileges, restrictions, terms and conditions of such Additional Securities; (iv) all terms and conditions 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 such identities 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, the Company shall immediately provide notice to Desafio of such additional information at such time as it is received or determined by the Company. Desafio shall give notice (an Acceptance Notice) to the Company not later than 4:30 p.m. (Calgary time) on the fifth (5th) 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

(b)

(c)

(d)

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-9entitled 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 the Company shall issue free and clear of any Liens, the number of Additional Securities 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. If the Company issues Equity Securities in circumstances that would not trigger Desafios 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 purchase that number of Additional Securities that Desafio would have been entitled to purchase if each and every such issuance of Equity Securities had triggered Desafios maintenance right pursuant to Section 2.1(a). 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 trigger Desafios 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) shall decrease 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 if each and every such issuance of Equity Securities had triggered Desafios maintenance right pursuant to Section 2.1(a). If following the receipt by Desafio of a Maintenance Right Notice Desafio does not exercise its maintenance right pursuant to this Section 2.1 then the Company may 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 such proposed issuance or sale of Equity Securities to terms more favourable to a proposed purchaser than those offered to Desafio in the Maintenance Right Notice; 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 be triggered in respect of such proposed issuance or sale of Equity Securities.

(f)

(g)

(h)

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- 10 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 hold the Shareholders Meeting or obtain the Shareholder Consent not more than 55 calendar days after the date of the Initial Closing (as such term is defined in the Subscription Agreement).

(ii)

(b)

If Shareholder Approval is being sought at the Shareholder Meeting the Company shall prepare, complete, file and mail a management information circular (the Circular) and any other documents deemed necessary by either Party and shall prepare the Circular in consultation with Desafio and provide Desafio with a reasonable 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. If a Shareholder Meeting is held, the Company shall, through its Board of Directors recommend to the Shareholders a vote in favour of any resolution seeking the Shareholder Approval and shall include such recommendation in the Circular. Except as required for quorum purposes or otherwise permitted under this Agreement, the Company shall not adjourn (except as required by Laws or by valid shareholder action), and the Company shall not postpone or cancel (or propose 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. If Shareholder Approval is being sought at the Shareholder Meeting, the Company 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 proxy solicitation firm.

(c)

(d)

(e)

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- 11 ARTICLE 4 BOARD REPRESENTATION 4.1 Board of Directors

At all times that Desafio Entities collectively beneficially own, directly or indirectly, or exercise control or direction over 10% or more of the then issued and outstanding Shares on a non-diluted basis: (a) (b) The Board of Directors shall not exceed 7 directors without the prior written consent of Desafio. Desafio shall be entitled to nominate a proportional number of the directors on the Board of Directors (the Desafio Directors) as is equal to Desafios Pro Rata Interest, provided, for greater certainty, that Desafio shall be entitled at all times to 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 shall be 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 the number 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. If at any time Desafio is entitled to nominate more than one director, it shall provide to the Company written consent for the increase in the number of directors of the Company, notwithstanding Section 4.1(a) hereof. Subject to TSX-V approval, Felix Navarro-Grau Hurtado shall be appointed to the Board 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. Notwithstanding anything else in this Section 4.1, Desafio may, between annual general 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 compliance with 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 shall not 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 at any meeting of Shareholders called for the purposes of electing directors.

(c)

(d)

(e)

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- 12 (f) Notwithstanding anything else in this Section 4.1 or in the constating documents of the Company, a failure by Desafio to nominate all of the Desafio Directors it is entitled 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. Desafio shall consult with the Company with respect to the appropriateness of any nominee to act as a Desafio Director to ensure that such nominee meets the individual 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 applicable Laws to serve as a director of the Company. Subject to compliance with applicable Laws, Desafio alone shall have the right to remove a Desafio Director from office. In any circumstance in which the Desafio Director shall, pursuant to the terms of the constating documents of the Company or applicable Laws, cease to hold office as a director on the Board of Directors, such Desafio Director shall continue 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 for all matters occurring prior to such director ceasing to hold office as a Desafio Director.

(g)

(h) (i)

4.2

Desafio ceasing to hold at least 10% of the Shares

Upon 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 a non-diluted basis, and notice being delivered by the Company requiring the resignation of any directors 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 Insurance

So 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 Company shall 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 Company generally. 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 Desafio Directors.

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- 13 ARTICLE 5 STRATEGIC ALLIANCE 5.1 Strategic Alliance

Provided that the Desafio Entities directly or indirectly own, or exercise control or direction over, 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 (a Company Proposing Party): (A) decides to seek a joint venture partner to develop, acquire or otherwise earn an interest in any Properties including the Existing 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 a joint 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 earnin an interest in a third-party property or project) and (II) Desafio has the financial, technical and operational capability to meet the requirements of the joint venture partner sought by the Company Proposing Party (each a Company Proposed Joint Venture); or (B) desires to sell or otherwise dispose of any interest in any Property (which, for clarity, shall include (I) the transfer or disposition 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 any Subsidiary 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 Proposing Party 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 Colombia Properties 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 in which 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 the financial, technical and operational capability to meet the requirements of the joint venture partner sought by the Desafio Proposing Party (each a Desafio Proposed Joint Venture, and a Proposed Joint Venture shall refer to a Desafio Proposed Joint Venture or a Company Proposed Joint Venture, as applicable); 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 Offered Assets, as applicable), the Proposing Party shall immediately provide notice to the other Party (the Offeree Party) specifying:

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- 14 (i) in the case of a Proposed Joint Venture (the Joint Venture Proposal Notice), sufficient information regarding the particulars of the Joint Venture 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 relates together with the work plan(s) and objectives relating thereto; and (B) the terms, including the purchase price, for the Proposed Joint Venture, and if applicable a true copy of any related term sheet or other document setting forth such terms or relating to such Proposed Joint Venture; and 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 the acquisition, 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 the Offered 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 Party which 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 Proposing Party in respect of a Third Party Offer.

(ii)

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 transactions that 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 Proposal or the Asset Purchase Offer Notice, as the case may be, contains insufficient information to make a reasoned decision in respect of participating in the Proposed 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 the receipt 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 decision and 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 sufficient information 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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- 15 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 the Proposed Joint Venture. If the Offeree Party provides the Proposing Party an acceptance (the Offeree JV Acceptance 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 a third 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, acting reasonably, 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 the Proposing 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 party request), of receiving of the Joint Venture Proposal Notice, the Proposing Party shall be permitted to enter into the Proposed Joint Venture with any other Person and 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 include in 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 or other related transaction and that it has used commercially reasonable efforts to avoid truncating such period. For purposes of Section 5.1(a), an Offeree Party shall have until the expiration of the 60-day JV Negotiation Period to demonstrate that it has the financial, technical and operational capability to meet the requirements of the joint venture partner sought by the Proposing Party.

(b)

(c)

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. If the Offeree Party delivers an acceptance (the Offeree Acceptance) in writing of 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 Purchase Offer Notice, the Proposing Party or its Subsidiary, or both, as the case may be,

(b)

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- 16 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 its Subsidiary, 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 of the Asset Purchase Offer Period. If the Proposing Party truncates the Asset Purchase Offer Period by providing that it requires the Offeree Acceptance to be delivered 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 period to 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 Asset Purchase Offer Period, then the Proposing Party or a Subsidiary of such Proposing 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 Entities

In 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 in whole 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, and such 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. Any interest or right to acquire any interest in any Additional Property 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 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 any interest or the right to acquire any interest in any Additional Property wholly or partially within the Cisneros Area of Interest or the Other Areas of Interest, Desafio shall notify the Company of such proposed acquisition

(b)

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- 17 by such Desafio Entity. Desafios notice shall describe in detail the proposed acquisition, the Additional Property covered thereby, the cost thereof, 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 Company may 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, the Company 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. If the Company does not give such notice within the fifteen (15) day period set forth in Section 5.5(b)(ii), neither the Company nor any Subsidiary or Affiliate of any of them shall effect the proposed acquisition, 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 not be a part of the Existing Property or otherwise continue to be subject to this Agreement. If the Company does give such notice within the fifteen (15) day period set forth in Section 5.5(b)(ii), but abandons or does not undertake such proposed acquisition within 60 days following the delivery by the Company 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 acquired interests 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 Shares on a non-diluted basis: (i) use commercially reasonable efforts to ensure that all of the Shares outstanding from time to time are and continue to be listed and posted for

(iii)

(iv)

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- 18 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) (B) provide to Desafio copies of; or permit its representatives to have access to the sites and any of the premises where the business and operations of the Company and its 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 similar access and duplicating rights) to,

the Company and its Subsidiaries books of account and records and such other 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 documents and 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, safety statistics, 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 with information to assist Desafio and its advisors with the preparation of the financial statements for Desafio or any of its affiliates, nothing herein shall require 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 any applicable Laws or any confidentiality agreements that are in effect with third parties; and (iii) use commercially reasonable efforts to maintain its status as a reporting issuer in British Columbia, Alberta and Ontario, not in default unless the Company does not maintain such status pursuant to a corporate transaction approved by the Shareholders.

6.2

Exchange of Technical Expertise

The Company and Desafio acknowledge that they each bring substantial and complementary expertise 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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- 19 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 Desafio

The 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 Company

The 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 is validly 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; the Company has all requisite legal and corporate power and authority to execute, deliver and perform its obligations under this Agreement; this Agreement has been duly authorized by all necessary corporate action on the part 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 the execution and delivery of this Agreement and the performance by the Company 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.

(b) (c)

(d)

7.2

Representations and Warranties of Desafio

Desafio represents, warrants and agrees with the Company as of the date of this Agreement, that:

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- 20 (a) Desafio is a company incorporated under the laws of Peru and is validly existing and in good standing under the laws of Peru and no proceedings have been instituted or are pending for the dissolution or liquidation of Desafio; Desafio has all requisite legal and corporate power and authority to execute, deliver and perform its obligations under this Agreement; this Agreement has been duly authorized by all necessary corporate action on the part of Desafio and has been duly executed and delivered by Desafio and constitutes a valid and legally binding obligation of Desafio enforceable against Desafio in accordance with its terms; the execution and delivery of this Agreement and the performance by Desafio of its 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 or provisions 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 in effect 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; none of the Desafio Entities legally or beneficially owns, or exercises control or direction over, any Equity Securities of the Company. ARTICLE 8 INDEMNIFICATION 8.1 Indemnification by the Company

(b) (c)

(d)

(e)

The 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 Desafio

Desafio 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 or indirectly resulting from any breach of any covenant, representation or warranty of Desafio contained in this Agreement.

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- 21 8.3 Injunctive Relief

Notwithstanding 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 restraining order, preliminary injunction or otherwise) or specific performance. ARTICLE 9 DISPUTES 9.1 Best Efforts to Settle Disputes

If 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 a just 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-day period 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) (ii) Article 1, Article 8, Article 12 and this Section 10.3 shall survive such termination; and Article 11 shall survive for a period of one (1) year following the termination of this Agreement.

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- 22 (b) Notwithstanding the termination of this Agreement, no joint venture in existence between the Company, its Subsidiaries or any of their respective Affiliates and any 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 Information

The 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, technical advisors 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 the future, 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 in the 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 indirectly from the Disclosing Party. 11.2 Receipt and Evaluation of Confidential Information

A 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 disclosure of such Confidential Information to only those of its Agents as are reasonably necessary to

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- 23 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 of the 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 only for 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 terms and 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 Agents otherwise 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 Confidential Information 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 Disclosing Party 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 Receiving Party 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 legally required 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 to review the contents of such disclosure before it is made. In the event a Party is required pursuant to applicable securities or corporate Laws to 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 of the 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 proposed Release, 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 of another 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.

(b)

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- 24 11.4 Return of Information

Upon 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 all original 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 or other documents which incorporate or are based upon any Confidential Information. ARTICLE 12 GENERAL 12.1 Enurement

This Agreement will enure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. 12.2 Notice

All 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, Canada T2P 3E5 Attention: Rob James Facsimile: +1 (403) 260-5384 To Desafio: Desafio Minero S.A.C. Avenida Javier Prado Este No. 3580 San Borja Lima, Peru Attention: Ernesto Bendez Facsimile: +51 (1) 618-1021

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- 25 With a copy to: Fasken Martineau DuMoulin LLP 333 Bay Street, Suite 2400 Bay 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 in writing 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, Successors

No 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 Counterpart

This 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 which together will constitute one and the same document. 12.5 Severability

If anyone or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable 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 remaining provisions contained herein shall not in any way be affected or impaired thereby. 12.6 Expenses

Except as otherwise agreed herein, all costs and expenses incurred by the Parties hereto in connection 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 Party incurring said costs and expenses. 12.7 No Partnership

Nothing herein shall constitute or be construed to be or to create a partnership or joint venture between the Parties.

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- 26 12.8 Governing Law

This 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 Time

Where 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, the next Business Day thereafter. 12.10 Third Party Beneficiaries Except as otherwise expressly provided in this Agreement, the Parties intend that this Agreement will 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 Bound Each 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 be bound by the terms of this Agreement. 12.12 Entire Agreement This Agreement and the Subscription Agreement contain the entire agreement of the Parties relating 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 Waivers Any 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 Assurances From 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 Essence Time shall be of the essence of this Agreement. [Remainder of page intentionally left blank]

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IN WITNESS WHEREOF this 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

Antioquia-Desafio Strategic Alliance Agreement

Schedule 1.1(h) Cisneros Area of Interest See attached. [Redacted for business purposes]

Antioquia-Desafio Strategic Alliance Agreement

Schedule 1.1(s) Existing Properties [Redacted for business purposes]