STOCK SALE AND PURCHASE AGREEMENT

This STOCK SALE AND PURCHASE AGREEMENT made 24 April, 2018 Among Mr. Alberto Angel
Gonzalez of Tofuricorp, S.A. in Guayquil, Ecuador registration Number of Company 103.337 a
103.338 Registro Mercantil #17.850.(hereinafter collectively referred to as the "Sellers"), and Trust No.
PTPC-1255 dated 26 June, 2012 located at 6595 West 14th Avenue, Suite 100, Lakewood, Colorado 80214-
1998, USA (hereinafter called the “Buyer” or “Purchaser”). The Seller and the Buyer are also referred to
herein individually as a “Party” and collectively as the “Parties.”

WITNESSETH:

WHEREAS, the Sellers own one hundred (100%) percent of the common stock in Tofuricorp
S.A. In Guayas Canton Guayquil, Parroguia Tarqui. Calle Ave Joauin Orranita S/N Iteraccion
A.V. Ecuador. (the “Corporation"), and the Buyer desires to purchase sixty (60%) percent of the
common stock of the Corporation, upon the terms hereinafter set forth; and

WHEREAS, there are a total of 100 outstanding shares of the Corporation; and

WHEREAS, the Sellers are the owner of one hundred (100%) percent of the issued and
outstanding shares of the Corporation and that the corporation is the registered owner under RUC #
0992444320001 of La Victoria Mines on 2,500 Hectares of land in Victoria Code#200601 located in
Pinchincha Propiedad Del Canton Chillies Provincia de Bolivar.

NOW, THEREFORE, for and in consideration of the premises, the mutual agreements and
covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I.

All of the above recitals are true and correct and are incorporated by reference herein and are
warranted by the Parties.
 ARTICLE II.
PURCHASE PRICE

The Sellers hereby agrees to sell and deliver to the Buyer and the Buyer hereby agrees to purchase
from the Sellers Sixty (60%) percent of the shares of the Corporation for the sum of Fourteen Million
($14,000,000.00) Dollars payable as follows:

A. Buyer shall give the Escrow Agent a good faith payment, within 48 hours the execution of this
Contract in the amount Fourteen Million United States Dollars ($14,000,000.00).

B. The deposits shall be held in escrow by the Law Offices of John G Powell (the “Escrow
Agent”) and shall be disbursed within thirty (30) days after closing. Escrow Agent may retain the
disbursement of the funds more than thirty (30) days if, in good faith, Escrow Agent has reasons to believe
that the funds are subject to fraud, a banking investigation, claw back, or any other reasonable grounds
that questions the legitimacy of the retained funds. The Escrow Agent shall not be responsible for the
genuineness of any certificates, signature or other document and may rely conclusively upon and shall be
protected in acting upon any notice, affidavit, request, consent or other instrument believed by it in good
faith to be duly authorized and properly made.

The Escrow Agent shall not be responsible or liable for any act or omission on its part, including
retention of Escrow Funds, in the performance of its duty as Escrow Agent under this Agreement except if
such act or omission constitutes bad faith, gross negligence or fraud.

The parties acknowledge that Escrow Agent is attorney for Seller. The parties agree that in the
event any dispute arises regarding this Agreement, the Escrow Agent may continue to represent Seller as
its legal counsel in connection with the dispute, including any litigation which may arise in connection
with this Agreement, regardless of whether or not the Escrow Agent continues to hold the deposit.

Should any dispute arise between the parties hereto concerning this Agreement or its construction,
or for any other reason, the Escrow Agent in its sole discretion, shall have the right to deposit all
documents and funds held by it with the Clerk of the Circuit Court of Denver Colorado, and notify all
parties concerned, and whereupon all liability hereunder on the part of the Escrow Agent shall fully cease
except to the extent of accounting for the funds and any documents that may have been delivered to it. The
parties hereto hereby, jointly and severally, indemnify and hold the Escrow Agent harmless from any
damages or losses arising hereunder or in connection herewith, including, but not limited to, all costs and
expenses incurred by Escrow Agent in connection with this filing of such action and reasonable attorneys’
fees and costs for Escrow Agent’s attorney(s) through and including all appeals. It is agreed that Escrow
Agent shall have full discretion as to whom it may retain as legal counsel to protect its interest (including
retaining itself as a law firm) and the same shall not affect or in any way prejudice or limit Escrow Agent’s
entitlement to reasonable attorneys’ fees for the services of such attorney as set forth hereunder.

C. Upon execution of this agreement, the Buyer shall deliver to the Seller Escrow Agent, the sum
of Fourteen Million, ($14,000,000.00) Dollars, subject to pro-rations, by a wire transfer.

D. The Seller is entitled to all of the receivables and cash of the Corporation as of the date of
Closing. Buyer shall use its best efforts (excluding any obligation to bring law suits) to cause the
Corporation to collect any accounts receivable due Seller and remit the same to Seller.

The cash shall be distributed to Seller prior to or immediately after the closing. For purposes of
this Agreement, a receivable shall be defined to include proceeds from any sale of grease product sold to a
customer pursuant to a purchase order entered into prior to the Closing of this transaction. If a receivable
is not collected by the Corporation within nine (9) days of closing, then the Corporation agrees to assign
said receivable to the Seller.

ARTICLE III.

PRORATIONS, SECURITY DEPOSITS

A. Utilities. Electric, water, sewer and telephone charges and deposits shall be prorated as of the
closing date.

B. Insurance; Licenses. In the event Buyer elects to assume Seller’s insurance coverage or
licenses, then the unexpired portion of the premiums or unused period of licenses shall be prorated
as of the closing date.

C. Payroll and Payroll Taxes. Seller shall pay all employees through the proration date as specified
herein so that it will be unnecessary to prorate payroll at closing
 ARTICLE IV.

INSPECTION (DUE DILIGENCE PERIOD)

A. Access to Records. Seller shall permit (and Seller will cause the Company to permit)
representatives of Buyer to have full access at all reasonable times during the due diligence period
described below, and in a manner so as not to interfere with the normal business operations of the Seller, to
the books, records (including tax records), contracts, and documents of or pertaining to the Seller. Seller
shall provide to Buyer adequate time and opportunity to conduct such inspections and
investigations of and relating to the Property as Buyer may require at its sole and absolute discretion,
including without limitation, soil and environmental tests, surveys, zoning and governmental permitting
matters.

B. Access to Land. Seller hereby grants to Buyer the right to enter upon the Property during
the Inspection Period to inspect, investigate and conduct tests and environmental audits on the Property
and take whatever action Buyer deems necessary or desirable to determine the Property’s suitability for
Buyer’s intended use. Buyer shall restore the Property to the condition existing prior to Buyer conducting
any tests on the Property pursuant to this Section, Buyer shall indemnify and hold Seller harmless from
any damage, liability, expense or claim resulting from the failure of Buyer or the agents, contractors,
employees and representatives of Buyer to exercise reasonable care in the conduct of such tests,
inspections or examinations and/or Buyer’s failure to pay any bills, invoices or other charges relating to
such tests, inspections and examinations. Notwithstanding the foregoing, Buyer shall enter the property at
a time, which has been prearranged with the Seller.

C. Due Diligence Period. Buyer shall have up to and including ten (10) business days from the date
of execution of this Agreement to conduct an examination of the Records and Property.

D. Indemnification. Buyer shall timely pay for and hold Seller harmless from liability for all tests,
services, inspections, audits and examinations performed on Buyer’s behalf under this Article so that the
Property does not become subject to any liens. Buyer has no authority or right to create liens upon the
Property. If such a lien occurs, Buyer shall remove same by a statutory permitted bond or otherwise within
five (5) days of notice from Seller.

E. Action at End of Inspection Period or any time prior to 5:00 p.m. on the date of expiration of
the Inspection Period, Buyer shall have the alternative, in its sole and absolute discretion, of either (i)
rejecting the Purchase agreement of the company common share stock, in which event Buyer shall notify
Seller and the Escrow Agent in writing prior to the expiration of the Inspection Period of Buyer’s
intention to terminate this Agreement, whereupon the Escrow Agent shall promptly, upon receipt of all
reports received by the Buyer, if any, regarding this transaction from any person or entity, return the
Deposit to Buyer and both parties shall be released from any further rights and obligations hereunder; or
(ii) accepting the Purchase agreement of the company common share stock, and proceeding with
performance of Buyer’s obligations hereunder. In the event Buyer fails to notify Seller of Buyer’s
rejection of the Purchase agreement of the company common share stock as provided herein, such failure
shall be deemed an acceptance of the entire agreement by Buyer.
 ARTICLE V.

REPRESENTATIONS AND WARRANTEES OF BUYER

The Buyer makes the following warranties and representations to the Sellers:

A. Buyer is a lawful trust and shall produce a copy of the Trust Agreement

B. All action necessary or appropriate for the Buyer to consummate this transaction will have taken
place before the closing.

C. That it has entered into an Agreement for Use and Non-Disclosure of Confidential
Information dated (hereinafter referred to as “the Confidentiality Agreement”) and agrees to be bound by
the terms thereof. The Confidentiality Agreement is hereby incorporated by reference and the terms
thereof shall survive this Agreement

D, the individual(s) executing this Agreement are authorized to execute this Agreement and bind
Buyer;

E. the execution of this Agreement and all of the transactions contemplated herein have been
authorized by all necessary and appropriate action by Purchaser;

F. Purchaser, on the Date of Closing, will have complied with all of its obligations hereunder, unless
such compliance has been waived in writing by Seller, and all representations and
warranties made hereunder shall be true and correct on said date;

G. Purchaser has the present ability to meet and fulfill the requirements imposed upon the
Purchaser by this Agreement;

H. That the execution, delivery or performance of this Agreement by the Purchaser, nor the
consummation by Purchaser of the transactions contemplated hereby, nor compliance by Purchaser
with any of the provisions hereof (a) conflict with or result in a breach of any provision of
under any of the terms, conditions or provisions of any agreement, instrument or obligation to which
Purchaser is a part or by which Purchaser may be bound, or (b) violate any statute, rule or regulation
or judgment, order, writ, injunction or decree of any court, administrative agency or governmental
body, in each case applicable to Purchaser, or any of its properties or assets; and

I. That there is no pending litigation, administrative proceedings or other proceedings which

adversely impact on the Buyer’s ability to perform in accordance with this Agreement or which would
adversely impact upon the transactions contemplated herein.
 ARTICLE VI.

REPRESENTATIONS AND WARRANTEES OF SELLERS

The Sellers make the following warranties and representations to the Buyer:

A. That they now own and will own at closing, one hundred (100%) percent title and interest in
and to the stock being sold.

B. At closing, (60%) Percent of the corporationcommon stock will be free and clear of all liens
encumbrances, assignments, pledges, financing statements, and security interests of every kind and nature.

C. Any and all standing taxes (including but not limited to Federal, State, Sales, or Local, but
excluding real property taxes and intangible taxes which are paid in arrears) of the operation of the
Corporation will be fully and timely paid through closing.

D. Sellers have no knowledge of any pending improvements, liens or assessments to be made by

any governmental authority affecting the assets purchased.

E. There are no known liabilities for taxes, assessments or other expenses affecting the assets and
if any arise they will be paid prior to closing, other than as may be payable in arrears.

F. The Sellers agree to operate the business in accordance with past practices and in a reasonably
prudent commercial manner until the time of closing.

G. The Sellers agree, represent and warrant that there are no outstanding transactions covered
by the Uniform Commercial Code wherein the Corporation is a debtor.

H. Tofuricorp, S.A. in Guayquil, Ecuador registration Number of Company 103.337 a 103.338

Registro Mercantil #17.850 is a corporation duly organized and existing in good standing under the laws
of the State of Florida and has the corporate power to run its assets and carry on its business as now
conducted. Tofuricorp, S.A. in Guayquil, Ecuador registration Number of Company 103.337 a
103.338 Registro Mercantil #17.850 has no subsidiaries or entities or other ownership interest in any
other corporation, firm, association or business enterprise.

I. To the best of the Sellers’ knowledge, there are no lawsuit actions pending or threatened
against the Corporation that are based upon or arise under any Environmental Law; nor are there any other
actions that relate to the Corporate Stock being transferred hereunder.

J. The Sellers’ agree, to provide quarterly corporation financial to the B u y e r . T h e c o m p a n y

ne t pr o f i t s h a r r i n g p a y m e n t s h a l l be d i vi d e d t h e pa r t i e s o n t h e f i r s t
q u a r t e r a f t e r 1 y e a r f r o m t h e da t e c o n t r a c t s i g n be t w e e n t h e p a r t i e s .

K. Seller does not make any representations other then the ones contained in this
Agreement
 ARTICLE VII.

CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS.

The Buyer’s obligation to perform under this agreement shall be subject to the satisfaction of the following
conditions before or contemporaneously with the closing:

herein.

A. Due Diligence. The expiration of the due diligence period as set forth in Article I

B. Truth of Representations and Warranties. The representations and warranties in this agreement by the Sellers shall
be true as of the date of this Agreement and shall continue to be true until closing.

C. Compliance with Agreement. All the terms and conditions of this Agreement shall have been complied with.

D. Instruments from Sellers. All instruments requested by the Buyer from the Sellers shall have been executed and
delivered to the Buyer in form and substance satisfactory to Buyer.

E. Assignment of Contracts, Licenses and Renewal Premiums after the closing of this agreement, Sellers will transfer
and assign to the Corporation any transferable licenses, contracts or renewal premiums relating to the Corporation's
business which are currently in Seller's individual name. Sellers grant the Buyer and Corporation the right to deposit,
on behalf of the Corporation, all renewal premium checks issued in Sellers’ name(s) and to endorse same for the
benefit of the Corporation.

F. Sellers shall remain as officers of the Corporation.

CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS.

All obligations of Seller under this Agreement are subject to the fulfillment prior to or at the closing of the following
conditions:

A. Representations and warranties made by Purchaser in this agreement shall be true and accurate in all material
respects as of the closing date; and

B. Purchaser fulfills each and every obligation and/or requirement imposed by this
Agreement; and
 ARTICLE VIII.
NON-COMPETITION.

Seller agrees not to compete with buyer or the Trust in the same industry and remain loyal to our joint efforts
in fully developing the mining operations and also use of the land for Real Estate Development for 1 year
after the termination of the agreement between the parties.

ARTICLE IX.

MISCELLANEOUSPROVISIONS.

A. Notices. All notices which either party is required to give to the other in conjunction with this
Agreement shall be in writing, and shall be given by addressing the same to such other party, by certified
mail, return receipt requested, or by delivering the same personally, or by courier or Federal Express (or
comparable overnight courier) to such other party, or by facsimile or electronic delivery (with
conformation by any other method accepted herein). Any notice given by certified mail shall be deemed
to have been received three (3) United States Post Office delivery days following the date of mailing. If
hand delivered or delivered by same day or overnight courier or by facsimile, such notice shall be deemed
to have been received on the date of delivery to the party being noticed. The addresses of the parties are as
follows:

SELLER: Mr. Alberto Angel Gonzalez of Tofuricorp, S.A. in Guayquil, Ecuador registration
Number of Company 103.337 a 103.338 Registro Mercantil #17.850.

Copy To: Law Offices of John G Powell

6595 West 14th Avenue, Suite 100
LAKEWOOD, COLORADO 80214-1998, USA

BUYER: Trust No. PTPC-1255 dated 26 june 2012

Copy To: Pastor Rebecca Macchi

Mr. Yuseff T. Gonzalez
ESCROW AGENT:
Law Offices of John G Powell
6595 West 14th Avenue, Suite 100
LAKEWOOD, COLORADO 80214-1998, USA

or to any other address hereafter designated by any of the parties, from time to time, in writing and
otherwise in the manner set forth herein for giving notice.

B. Further Assurances. All Parties shall execute and deliver such other instruments and do such
other acts as may be necessary to carry out the intent and purposes of this Agreement.

C. Pronouns. Whenever the context may require, any pronouns used herein shall include the
corresponding masculine, feminine or neuter forms and the singular form of nouns and pronouns shall
include the plural and vice versa.

D. Counterparts. This Agreement may be executed in any number of counterparts. All executed
counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the
original or the same counterpart. Sellers and Buyer may deliver executed signature pages to this
Agreement by facsimile transmission or PDF via email to each other, which facsimile or PDF copy shall
be deemed to be an original executed signature page.

E. Captions. The captions contained in this Agreement are inserted only as a matter of
convenience and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of
any provision hereof.

F. Completeness and Modification. This Agreement constitutes the entire understanding among the
Parties and supersedes all prior and contemporaneous agreements or understandings and no waiver or
modification of the terms hereof shall be valid unless in writing signed by the person or persons to be
charged and only to the extent therein set forth. No covenant, representation or conditions not expressed in
this Agreement shall offset or be effective to interpret, change or restrict the express provisions of this
Agreement.

G. Severability. The invalidity in whole or in part of any covenant, promise or undertaking, or any
section, subsection, sentence, clause, phrase or word, or of any provision of this Agreement shall not affect
the validity of the remaining portions thereof.

H. Assignability. This Agreement is not assignable without the written consent of the
Sellers, which may be withheld at Seller’s sole discretion

I. Governing Law. This Agreement shall be governed and construed in accordance with the laws of
the State of Florida.

J. Binding Effect. This Agreement shall be binding upon the heirs, executors, legal
representatives, administrators, assigns, and successors of the Parties.

K. Amendments. If at any time during the term of this Agreement the Parties desire to clarify,
change or amend this Agreement for any legal purpose whatsoever, such clarification, change or
amendment may be made at any time by supplemental agreement or by an amendment to this Agreement
in writing signed by all of the Parties. Such supplement to or amendment of this Agreement shall be
attached hereto and shall govern in all matters wherein it clarifies, changes or amends any of the provisions
of this Agreement.

L. Strict Compliance. The failure by any party to this Agreement to insist upon strict
compliance with any of the terms, covenants and conditions thereof shall not be deemed a waiver of such
terms, covenants and conditions, nor shall any waiver or relinquishment of any rights or powers hereunder
at any one time or more times be deemed a waiver or relinquishment of such terms, covenants or
conditions or of such right or power at any other time or times.

M. Venue. The parties hereto agree that all actions and proceedings relating directly or
indirectly hereto shall be litigated in Denver Colorado USA, and the parties hereby expressly consent
to the jurisdiction of any such Court
N. Good Faith Efforts. The Seller and Buyer each covenant to use best efforts in good faith
to comply with the provisions of this agreement.

O. Survival of Representations and Warranties. All representations and warranties made

hereunder shall survive the delivery of the shares of the Corporation sold hereunder.

P. Default. If Buyer fails to perform this Contract within the time specified herein, including, but
not limited to the payment of all deposits, the deposits paid by Buyer may be retained by Seller as
liquidated damages and full settlement of any claims. In the event Seller shall default by failing to
perform any of the covenants contained in this Contract Buyer’s sole remedy shall be to terminate this
Contract and receive the return of Buyer’s escrow deposit.

Q. Construction. This Agreement shall not be construed against either party regardless of who is
responsible for its drafting.

R. Closing Date. The closing date of this transaction shall be no later than fifteen (15) business
days from the expiration of the due diligence period as defined in this Agreement, unless extended by
the mutual agreement of the parties. The closing of this transaction shall be held at the offices of the
attorney of the Sellers, or some other mutually agreed place on a date to be agreed upon by the parties.

S. Time Is Of The Essence. Time is of the essence in completing this transaction.

T. Business Mail. After Closing, Sellers agrees that all mail it receives relating to the Business,
shall be immediately forwarded to Buyer, and Buyer agrees to immediately forward to Sellers any personal
mail of Sellers.
 ARTICLE X.
SUBCHAPTERS.

Any Subchapter S profits and/or losses for the year 2018 shall be allocated between the Buyer and
Seller using a pro-rata allocation based upon the number of days in a 364 day calendar year in which the
Seller and the Buyer owned the stock in the Corporation. Seller and/or Seller’s representatives will be
allowed access to the books and records of the Corporation to verify said computation of profits and/or
losses. In the event that any action is taken by the Buyer which disqualifies the Corporation from
Subchapter S status, the Buyer shall indemnify and hold harmless the Sellers for all claims and/or
damages from taxes due any taxing authority, including, but not limited to taxes, interest, penalties,
attorney’s fees and costs incurred as a result of the Sellers being a shareholder of the Corporation.

ARTICLE XI.
LEGAL FEES AND COSTS

It is expressly agreed that if any of the Parties be held in breach of this Agreement, the party to
whose detriment such breach of contract occurred, shall have the right to be reimbursed and indemnified
for a reasonable attorney's fee and all costs in enforcing this Agreement, whether or not a lawsuit is
filed, and having the defaulting party held in breach thereof, including all costs of Court and any and all
costs and attorney's fees in any appeals thereof.

Sellers represent and warrant to Buyer that no broker or finder has been engaged by them in
connection with any of the transactions contemplated by this Agreement, or to their knowledge is
in any way connected with any of such transactions. Buyer represents and warrants to Sellers that no
broker or finder has been engaged by them in connection with any of the transactions contemplated by
this Agreement, or to their knowledge is in any way connected with any of such transactions. Buyer
will indemnify, save harmless, and defend Sellers from any liability, cost, or expense arising out of or
connected with any claim for any commission or compensation made by any person or entity
claiming to have been retained or contacted by Buyer in connection with this transaction. Sellers will
indemnify, save harmless, and defend Buyer from any liability, cost, or expense arising out of or
connected with any claim for any commission or compensation made by any person or entity claiming
to have been retained or contacted by Sellers in connection with this transaction. This indemnity
provision will survive the Closing or any earlier termination of this Agreement
IN WITNESS WHEREOF, the parties hereto have set their hands and seals this day of April , 2018.

Signed, sealed and delivered in the presence of:

Seller:

1)
Signature of Witness By:
Name:Mr. Alberto Angel Gonzalez
Printed Name of Witness Title: President
Date:
2) Signature of Witness

Printed Name of Witness

WITNESSES: Buyer:

1) Signature of Witness
Trust No. PTPC-1255 dated 24 April 2018

Printed Name of Witness By:

Name:Alexander Gilbert Baraona
Title:
2) Signature of Witness Date:

Printed Name of Witness

THIS I S A LEGALLY B I N D I N G CONTRACT. ALL PARTIES A R E ADVISED TO

SEEK FURTHER ASSISTANCE IF T H E CONTENTS ARE N O T U N D E R S T O O D .
BOTH PURCHASER AND SELLER ACKNOWLEDGE THE RECEIPT OF A COPY OF
THIS AGREEMENT