exhibit10-18.htm


     

    IRREVOCABLE
OFFER

     

    


    THIS IRREVOCABLE OFFER is made
on April 1, 2009,

    


    BY:

    


    
      	
              -  

            	
              ANTONIO
      AGUSTÍN GIULIANOTTI, Argentinean, D.N.I. No. 7379817, domiciled in calle
      Dr. Aparicio 667, 4600 San Salvador de Jujuy, Jujuy Province, on his own
      name and on behalf of JUAN PABLO GIULIANOTTI, D.N.I. No. 29.707995;
      CLAUDIA KARINA GIULIANOTTI, D.N.I. No. 23.946342; MARÍA GABRIELA
      GIULIANOTTI, D.N.I. No. 22.777.383; ABRAHAM ALFREDO CABEZAS , D.N.I. No.
      11.256.394 and Mrs. ANA MARÍA IBAÑEZ, D.N.I. No. 6.435.121, pursuant to
      the general power of attorney n° 736 granted on San Salvador de Jujuy the
      20th
      November 2007 by notary Cesar Ricardo Frias holding the Rergister n° 36
      (“Giulianotti”);

            


    

    


    and

    


    
      	
              -  

            	
              Soltera
      Mining Corp, a corporation organized under the laws of Nevada and having
      an office at 1005 – 289 Drake Street, Vancouver, British Columbia, V6B 5Z5
      Fax +1 888 768 5552 (“Soltera”);

            


    

    


    TO:

    


    
      	
              -  

            	
              TNR
      Gold Corp, a corporation organized under the laws of British Columbia with
      offices at 620 – 650 West Georgia Street, Vancouver, British Columbia, V6B
      4N9, fax (604) 687 4670 and Compañía Minera Solitario S.A., (jointly
      defined as “TNR”).

            


    

    


    Giulianotti,
Soltera and TNR are jointly defined as the “Parties”.

    


    


    WHEREAS:

    


    -
Pursuant to an exploration and purchase option contract between Fabio Montanari,
an Italian businessman with Passport No. E571059 (“Montanari”) and Giulianotti,
dated December 19, 2005 (the “Original Contract”), Montanari was granted a right
to acquire a 100% interest in the following mining properties located in the
Province of Jujuy, located in Santa Catalina's department: MINA EUREKA, File No.
88G32 and MINA EUREKA SUR, File No. 020G1997; registered on behalf of
Giulianotti.

    


    -
Pursuant to an option agreement between Fabio Montanari, TNR, and Giulianotti
dated March 21, 2007 (the “First Contract”), TNR has a right to acquire a 75%
interest in the mining properties described in the preceding
paragraph.

    


    -
Pursuant to an option agreement between Fabio Montanari, TNR, and Giulianotti
dated July 06, 2007 (the “Second Contract”) TNR has a right to acquire a 75%
interest in the following mining properties located in the Province of Jujuy,
located in Santa Catalina's department: MINA EUREKA, File No. 88G32; MINA EUREKA
SUR, File NO. 020G1997; MINA GINO I, File No.125C1995; MINA MASON II, File No.
124C1995; MINA JULIO I, File No. 119C1995; MINA JULIO II, File No. 120C1995 and
MINA EUREKA II, File No. 668G2006, which are registered on behalf of Giulianotti
(the “Mining Property”).

    


    
      
         

      

      
        Page
- 1

        
          

        

      

      
         

      

    

    -
Pursuant to an assignment contract between Montanari and Soltera dated February
25, 2008, the rights of Montanari concerning the Original Contract, the First
Contract and the Second Contract were assigned to Soltera. This assignment was
approved by TNR and Giulianotti.

    


    The terms
and conditions of the agreement that will be formed upon the acceptance of this
Irrevocable Offer (the “Agreement”) are the following:

    


    FIRST:
The First Contract and the Second Contract will be suspended until December
18th, 2009.
The rights and obligations of the Parties under the Original Contract, the First
Contract and the Second Contract will be suspended during this period, but these
contracts and the rights and obligations thereunder will not be terminated
unless the conditions set forth in Clauses Fifth or Sixth are fully complied
with.

    


    SECOND:
The First Contract and Second Contract will be suspended from the 18th
December 2008 until the 18th
December 2009, if TNR pays to Giulianotti the amount of USD 60,000 in bimonthly
payments of US $10.000, as follows: A first payment of USD 20,000, corresponding
to the period December 2008 - 19th March
2009, must be made upon the acceptance of this Irrevocable Offer as set forth
below, and four payments, of USD 10,000 each, must be made on or before the
19th
day of May, July, September and November 2009. All these payments will be
discounted from the Option Payments to be paid by TNR under the Third Contract
(and allocated to the price of the title to the Mining Property), if this
Contract is not terminated pursuant to Clauses Fifth or Sixth. In the case of a
renegotiation of the Third Contract, the Parties will credit this amount to the
payments that may be agreed in the renegotiation. All payments must be made by
TNR through wire transfer, in Argentine Pesos, at the seller exchange rate of
the Banco de la Nación Argentina at the closing of operations of the previous
Argentine working day, to the following bank account:

    


    Beneficiary:
ANTONIO AGUSTÍN GIULIANOTTI

    Account
n. 0023104/5

    CBU:
0170256140000002310459

    Banco
Frances

    Alvear
998

    San
Salvador de Jujuy, Jujuy

    


    THIRD:
TNR must pay, in addition, the expenses needed to maintain the Mining Property
in good standing and the survey into pertenencias (ejecución de mensuras)
for the following mines comprised in the Mining Property: MINA EUREKA,
File No. 88G32; MINA EUREKA SUR, File NO. 020G1997; MINA GINO I, File
No.125C1995; MINA MASON II, File No. 124C1995; MINA JULIO I, File No. 119C1995;
MINA JULIO II, File No. 120C1995 and MINA EUREKA II, File No. 668G2006. The
expenses shall not exceed 25.000 Argentinean Pesos (“ARS”), and are to be paid
for the first half part by May 2009 and for the second half part by August 2009.
The mining property canon for the 2009 has already been paid by TNR and shall
not be computed in this ARS 25,000 limit.

    


    FOURTH:
TNR, within thirty days from the acceptance of this Irrevocable Offer, must
release all the technical information about the prospecting done in the Mining
Property to Soltera and to Giulianotti listed in Exhibit A, which Soltera and
Giulianotti are free to disclose this information to third parties for the
purpose described in Clause FIFTH. Upon TNR’s approval, Soltera and Giulianotti
may issue press releases making a limited disclosure of the information for the
purposes of Clause FIFTH. Soltera and Giulianotti will be free to disclose the
aforementioned information in any manner, without limitation, after the
termination of the Second Contract and the Third Contract pursuant to Clauses
FIFTH or SIXTH.

    


    
      
         

      

      
        Page
- 2

        
          

        

      

      
         

      

    

    FIFTH:  Soltera
and Giulianotti will continue to be bound by the Original Contract until
December 18, 2009, and will search for other joint venture partner. If a partner
is found or other arrangement is agreed between Soltera and Giulianotti, TNR
will, at its sole choice:

    


    
      	
              a.  

            	
              be
      entitled to return the Mining Property to Giulianotti and terminate the
      First Contract and the Second Contract without any further expenses
      payment (including payments set forth in Clause SECOND and THIRD not yet
      due), or any other obligation, and will automatically be released from any
      payments, expenses, or obligations that may have accrued under the First
      Contract and the Second Contract before or after the acceptance of this
      Irrevocable Offer by TNR; or

            


    

    


    
      	
              b.  

            	
              renegotiate
      the First Contract and Second Contract and restart the investment in the
      Mining Property.

            


    

    


    SIXTH:
After completing the payment of USD 60,000 set forth in Clause SECOND, paying
the Expenses set forth in clause THIRD and TNR’s compliance with Clause
FOURTH:

    


    
      	
              a.  

            	
              the
      First Contract and the Second Contract will be automatically terminated
      and TNR will not be liable to make any further payment, expenses or any
      other obligation;

            


    

    


    
      	
              b.  

            	
              TNR
      will automatically be released from any payments, expenses or obligations
      that may have accrued under the First Contract and the Second Contract
      before or after the acceptance of this Irrevocable Offer by TNR;
      and

            


    

    


    
      	
              c.  

            	
              On
      or before November 19, 2009, TNR must notify Soltera and Giulianotti,
      through written notices sent to the addresses set forth in the heading of
      this Irrevocable Offer, whether TNR, at its sole choice, opts
      to:

            


    

    


    
      	
              (i)  

            	
              return
      the Mining Property, in which case TNR must return the possession of
      the  Mining Property to [Giulianotti] within the next calendar
      month; or

            


    

    


    
      	
              (ii)  

            	
              renegotiate
      the First Contract and Second Contract and restart the investment in the
      Mining Property, in which case all parties will renegotiate in good faith
      the terms of the First Contract and Second Contract within the following
      calendar month. If no agreement is reached, TNR must return the possession
      of the Mining Property to Giulianotti within the following calendar
      month.

            


    

    


    
      	
              d.  

            	
              If
      TNR does not send to Soltera and Giulianotti the notice set forth under
      caption (c) above on or before November 19, 2009, it will be deemed that
      TNR opted to return the Mining Property as set forth under caption
      (c)(i).

            


    

    


    SEVENTH:
TNR’s failure to comply with the payments set forth in Clause SECOND and THIRD
will entitle Giulianotti and Soltera to terminate the Agreement and demand from
TNR Gold Corp. and/or Compañía Minera Solitario the performance of all the
payments and the obligations accrued under the Second Contract and the Third
Contract as of the termination date.

    


    EIGHTH:
(1) TNR will retain the right of entry to the Mining Property, and Giulianotti
and Soltera will not be entitled to perform activities in the Mining Property
unless authorized in writing by TNR, which authorization shall not be
unreasonably withheld.

    


    (2)
Giulianotti and/or Soltera will indemnify and hold TNR harmless for any claim or
liability arising from the activities conducted by Giulianotti or Soltera in the
Mining Property.

    


    
      
         

      

      
        Page
- 3

        
          

        

      

      
         

      

    

    NINTH:
The Agreement will be governed and construed by Argentine law. Any dispute
between the parties in connection with the Agreement, its existence, validity,
qualification, interpretation, scope, performance, breach or termination shall
be finally settled by the ordinary tribunals of the city of Buenos
Aires.

    


    This
irrevocable offer shall be open for acceptance
by TNR for 10 Argentine business days as from April 1, 2009. TNR must accept
this offer by transferring the first USD 20,000 payment set forth in Clause
SECOND to the bank account set forth in such Clause, of which USD 19,500 shall
be transferred by TNR Gold Corp and USD 500 shall be transferred by Compañía
Minera Solitario.

    


    


    Signed,
in the city of San Salvador de Jujuy, Argentina, on April 1, 2009,
by

    


    


    


    /s/ Antonio Agustin
Giulianotti

    ______________________________________________________

    Antonio
Agustin Giulianotti

    


    


    


    /s/ Authorized Signatory

    ______________________________________________________

    SOLTERA
MINING CORP

    


    Name:
________________________________________________

    


    Position:
______________________________________________

     

     

    
      
         

      

      
        Page
- 4

        
          

        

      

      
         

      

    

     

    Exhibit
A

    


    List of
the technical information to be released from TNR as set forth in clause
Fourth.

    


    
      	
              -  

            	
              All
      technical reports and interpretations done from Peter Folk and Colin
      Chapman and other geologists also following the N.I. 43-101 Standards or
      the JORK Code.

            


    

    


    
      	
              -  

            	
              Geochemical
      prospecting: raw data as coordinates, chemical analysis, technical reports
      if exists,

            


    

    


    
      	
              -  

            	
              Geophysical
      prospecting with related maps, raw topographic and geophysical data, and
      technical reports and
interpretations.

            


    

    


    
      	
              -  

            	
              Sedimentological
      survey, with related maps reports and
  interpretations.

            


    

    


    
      	
              -  

            	
              Topographic
      data.

            


    

    


    


    


    


    
      
         

      

      
        Page
- 5