exh4-8_jtventure.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

     

    EXHIBIT 4.8

     

    JOINT VENTURE AGREEMENT BETWEEN THE
COMPANY

    AND GOLDEN ARROW DATED JUNE 30, 2007

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
 

     

     

     

    


     

    


     

    


     

    


     

    


     

    JOINT
VENTURE AGREEMENT

     

    


     

    


     

    


     

    Effective
as of June 30, 2007


    
      
        
                                                                    


        

         


      

      
        1

        
          

        

      

      
         


      

    


     

     THIS
AGREEMENT made as of the 30th day of
June, 2007.

     

    AMONG:

     

    AMERA RESOURCES CORPORATION, a
company subsisting under the laws of British Columbia having its registered
office at Suite 709 – 837 West Hastings Street, Vancouver, BC,
Canada  V6C 3N6.

     

    (“Amera”)

     

    AND:

     

    GOLDEN ARROW RESOURCES
CORPORATION, a company subsisting under the laws of British Columbia
having its registered office at Suite 709 – 837 West Hastings Street, Vancouver,
BC, Canada  V6C 3N6.

     

    (“Golden
Arrow”)

     

    AND:

     

    AMERA RESOURCES (BVI) INC., a
company subsisting under the laws of the British Virgin Islands having its
registered office at Craigmuir Chambers, P.O. Box 71 Road Town, Tortola, British
Virgin Islands.

     

    (“Amera
BVI”)

     

    AND:

     

    INVERSIONES MINERAS AUSTRALES
HOLDINGS (BVI) INC., a body corporate subsisting under the laws of the
British Virgin Islands with an office at Craigmuir Chambers, P.O. Box 71 Road
Town, Tortola, British Virgin Islands.

     

    (“IMAUSA
BVI”)

     

    AND:

     

    GOLDEN AMERA RESOURCES (BVI)
INC., a company subsisting under the laws of the British Virgin Islands
having its registered office at Craigmuir Chambers, P.O. Box 71, Road Town,
Tortola, British Virgin Island.

     

    (“HoldCo”)

     

    


     

     

    Collectively
referred to hereinafter as the (“Parties”);

     

     

    
      
         

      

      
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    WITNESSES
THAT WHEREAS:

     

    A.           Amera
BVI is a wholly-owned subsidiary of Amera;

     

    B.           IMAUSA
BVI is a wholly-owned subsidiary of Golden Arrow;

     

    C.           Amera
and Golden Arrow wish to a jointly acquire, explore, exploit and develop mineral
resource properties in Colombia, South America;

     

    D.           To
accomplish this objective, Amera and Golden Arrow through their subsidiaries
Amera BVI and IMAUSA BVI have incorporated HoldCo through which the foregoing
activities will be conducted;

     

    E.           Amera
and Golden Arrow intend to cause HoldCo to incorporate a Colombian branch entity
under Colombia law (“OpCo”) through which the Colombian mining activities will
be conducted; and

     

    F.           The
parties wish to enter into this agreement to set out the terms upon which the
Colombian operational activities will be conducted.

     

    NOW
THEREFORE in consideration of the premises and in consideration of the mutual
covenants and promises herein, the parties hereby covenant and agree each with
the other as follows:

     

    
      	
              1.  

            	
              INTERPRETIVE
      PROVISIONS

            


    

     

    
      	
              1.1  

            	
              Definitions - For the
      purposes of this Agreement, the following words shall whenever used in
      this Agreement, unless there is something in the subject or context
      inconsistent therewith, have the following
  meanings:

            


    

     

    
      	
              (a)       
        

            	
              “Adopted Program and
      Budget” means any Program and Budget that is adopted by the Board
      pursuant to this Agreement;

            


    

     

    
      	
              (b)       
        

            	
              “Agreement” means this
      Joint Venture Agreement, together with all Schedules hereto, which are
      incorporated by this reference, and all amendments hereto and
      modifications hereof;

            


    

     

    
      	
              (c)       
        

            	
              “Assets” means the
      Properties and all other real and personal property, tangible and
      intangible, now or hereafter owned by HoldCo or by
  OpCo;

            


    

     

    
      	
              (d)       
        

            	
              “Board” means the board
      of directors of HoldCo;

            


    

     

    
      	
              (e)       
        

            	
              “Budget” means a detailed
      estimate and schedule of all costs to be incurred by HoldCo, OpCo or any
      other Subsidiary of HoldCo or OpCo with respect to a
    Program;

            


    

     

    
      	
              (f)       
        

            	
              “Budget Period” means the
      six-month periods commencing on January 1 and July 1 each year unless the
      Board establishes a different
period;

            


    

     

    
      
         

      

      
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              (g)       
        

            	
              “Business Day” means any
      day on which commercial banking institutions in the British Virgin Islands
      are open for the transaction of business but shall not mean a Saturday,
      Sunday or any day which is a statutory holiday in the British Virgin
      Islands;

            


    

     

    
      	
              (h)       
        

            	
              “By-laws” means the
      by-laws of HoldCo;

            


    

     

    
      	
              (i)       
        

            	
              “Exploration” means all
      activities directed principally toward ascertaining the existence,
      location, quantity, quality or commercial value of deposits of
      minerals;

            


    

     

    
      	
              (j)       
        

            	
              “OpCo” means the
      subsidiary branch of HoldCo established under the laws of Colombia to
      conduct mining activities in
Colombia;

            


    

     

    
      	
              (k)       
        

            	
               “OpCo Bylaws” means the
      bylaws of OpCo;

            


    

     

    
      	
              (l)       
        

            	
              “Operating Committee”
      means a committee of the Board established pursuant to section 8 of this
      Agreement; and

            


    

     

    
      	
              (m)      
        

            	
              “Operations” means all
      activities carried out by HoldCo or OpCo after the date of this Agreement
      including the acquisition, disposition and Exploration of
      Properties;

            


    

     

    
      	
              (n)       
        

            	
              “Person” means an
      individual, a partnership, a corporation, a trust, a joint venture or
      other form of enterprise;

            


    

     

    
      	
              (o)       
        

            	
              “Program” means a
      description in reasonable detail of Operations to be conducted and
      objectives to be accomplished during one or more Budget
      Periods;

            


    

     

    
      	
              (p)       
        

            	
              “Properties” means the
      mining rights mining agreements, or other mining business opportunities
      acquired by OpCo from time to time, including those listed in Schedule “A”
      hereto;

            


    

     

    
      	
              (q)       
        

            	
              “Shareholders” means
      Amera BVI and IMAUSA BVI and their permitted assigns as shareholders of
      HoldCo;

            


    

     

    
      	
              1.2  

            	
              Interpretation - In this
      Agreement, except as otherwise expressed or provided or as the context
      otherwise requires:

            


    

     

    
      	
              (a)       
        

            	
              the
      headings and captions are provided for convenience only and will not form
      a part of this Agreement, and will not be used to interpret, define or
      limit the scope, extent or intent of this Agreement or any of its
      provisions;

            


    

     

    
      	
              (b)       
        

            	
              the
      words “include” or “including” when following any general term or
      statement are not to be construed as limiting the general term or
      statement to the specific items or matters set forth or to similar items
      or matters, but rather as permitting it to refer to all other items or
      matters that could reasonably fall within its broadest possible
      scope;

            


    

     

    
      	
              (c)       
        

            	
              an
      accounting term not otherwise defined has the meaning assigned to it
      under, and all accounting matters will be determined in accordance with,
      generally accepted accounting principles (including the methods of
      application of such 

            


    

     

    
      
         

      

      
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    principles) established by the Canadian Institute of Chartered
Accountants, as consistently applied, although the books of OpCo shall be kept
in accordance with generally accepted accounting principles (including the
methods of application of such principles) as accepted in its jurisdiction of
incorporation;

     

    
      	
              (d)       
        

            	
              a
      reference to a statute includes every regulation made pursuant thereto,
      all amendments to the statute or to any such regulation in force from time
      to time, and any statute or regulation that supplements or supersedes such
      statute or any such regulation;

            


    

     

    
      	
              (e)       
        

            	
              a
      reference to time or date is to the local time or date in the British
      Virgin Islands unless specifically indicated
  otherwise;

            


    

     

    
      	
              (f)       
        

            	
              a
      reference to a particular corporation includes the corporation derived
      from the amalgamation of the particular corporation, or of a corporation
      to which such reference is extended by this paragraph (f), with one or
      more other corporations;

            


    

     

    
      	
              (g)       
        

            	
              a
      word importing the masculine gender includes the feminine or neuter and a
      word importing the singular includes the plural and vice versa;
      and

            


    

     

    
      	
              (h)       
        

            	
              a
      reference to “approval”, “authorization”, “consent”, “designation” or
      “notice” means written approval, authorization, consent, designation or
      notice unless specifically indicated
otherwise.

            


    

     

    
      	
              1.3  

            	
              Auditor or Accountant -
      Wherever in this Agreement reference is made to HoldCo’s or OpCo’s
      auditor, as the case may be, the same provisions shall apply to HoldCo’s
      or OpCo’s external accountant, if HoldCo or OpCo, as the case may be, does
      not have an auditor.

            


    

     

    
      	
              1.4  

            	
              Currency - All dollar
      amounts referenced in this Agreement refer to United States of America
      dollars unless otherwise specified.

            


    

     

    
      	
              1.5  

            	
              Amendment - No
      amendment, waiver, termination or variation of the terms, conditions,
      warranties, covenants, agreements and undertakings set out herein will be
      of any force or effect unless the same is reduced to writing duly executed
      by all parties hereto in the same manner and with the same formality as
      this Agreement is executed.

            


    

     

    
      	
              1.6  

            	
              Business Days - In the
      event that any date on which any action is required to be taken or by
      which notice is to be received hereunder is not a Business Day, such
      action shall be required to be taken on, and such notice shall be required
      to be received by, the next succeeding day which is a Business
      Day.

            


    

     

    
      	
              1.7  

            	
              Waiver - No waiver of
      any of the provisions of this Agreement will constitute a waiver of any
      other provision (whether or not similar) and no waiver will constitute a
      continuing waiver unless otherwise expressly
  provided.

            


    

     

    
      
         

      

      
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              1.8  

            	
              Schedules - The
      following Schedules are attached hereto and form a part
      hereof:

            


    

     

    Schedule                                Subject

     

    “A”                                       
 The Properties

     

    
      	
              2.  

            	
              PURPOSE OF AGREEMENT
      AND RELATIONSHIP OF
SHAREHOLDERS

            


    

     

    
      	
              2.1  

            	
              Purpose of Agreement -
      This Agreement sets out the unanimous agreement of the Parties with
      respect to the Properties and the conduct of Operations of HoldCo and
      OpCo.

            


    

     

    
      	
              2.2  

            	
              Agreement to Govern - In
      the event of any inconsistency between the terms and conditions of this
      Agreement and the Memorandum of Association and By-laws of HoldCo or OpCo,
      the terms and conditions of this Agreement shall have precedence and shall
      govern.

            


    

     

    
      	
              2.3  

            	
              OpCo - It is the
      intention of the Parties that the overall structure for the holding of the
      Properties and the conduct of Operations will be carried out in the most
      profitable and tax efficient
manner.

            


    

     

    
      	
              3.  

            	
              OPERATING
      COMMITTEE

            


    

     

    
      	
              3.1  

            	
              Appointment of Committee and
      Chairman - The Board shall appoint an Operating Committee to which
      the Board may delegate so much of its powers and duties as it from time to
      time deems appropriate to oversee Operations. The Operating Committee
      shall consist of two members.  The initial members of the
      Operating Committee shall be Niko Cacos and Joseph Grosso. The Board may
      also nominate one or more alternate members to the Operating Committee to
      act in the absence of one or more, as appropriate, of its regular
      members.

            


    

     

    
      	
              3.2  

            	
              Committee Decisions -
      Any question, matter or thing whatsoever submitted for decision or action
      at any meeting of the Operating Committee shall require the affirmative
      vote of a majority of the members present.  If there is a
      deadlock on any vote by the Operating Committee, the matter shall be
      referred to the Board for a final decision. The secretary of the Operating
      Committee shall keep minutes of the proceedings of all such
      meetings.

            


    

     

    
      	
              3.3  

            	
              Meetings of Operating
      Committee - As soon as practicable after the date of this
      Agreement, the Operating Committee shall meet for the purposes of
      organization and the transaction of other business. Regular meetings of
      the Operating Committee shall be held quarterly on a date to be determined
      by the Operating Committee and specified in the notice of such meeting.
      Special meetings of the Operating Committee may be called by any member on
      five Business Days’ prior notice. The member calling a special meeting,
      and the chairman of the Operating Committee with respect to regularly
      scheduled meetings, shall prepare a reasonably detailed agenda, which
      shall specifically identify any proposed significant changes to a Program
      and Budget or in operating procedures. The agenda shall accompany the
      notice of the Operating Committee’s special meetings and be sent to the
      members of the Operating Committee at least ten Business Days prior to a
      regularly scheduled monthly meeting. Any member or his alternate may waive
      in writing the giving of notice of a meeting of the Operating Committee
      before or after such meeting.

            


    

     

    
      
         

      

      
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              3.4  

            	
              Location of Meetings -
      Unless all members of the Operating Committee otherwise agree, the
      regularly scheduled quarterly meetings of the Operating Committee shall be
      held in person, with the location of such meetings to be in Vancouver,
      British Columbia. All the meetings of the Operating Committee may be
      attended by any member by means of conference telephone or other
      communication facilities by which means all members participating in the
      meeting can hear each other.

            


    

     

    
      	
              3.5  

            	
              Quorum - The quorum for
      the transaction of business of the Operating Committee shall be two
      members or their alternates, one of such members being a nominee of each
      Shareholder. Notwithstanding the foregoing, if at the time scheduled for
      the meeting a quorum is not constituted because a nominee of one
      Shareholder is not in attendance, the meeting shall be rescheduled to a
      time which is two Business Days thereafter and at such rescheduled
      meeting, the quorum shall be two members or their alternates with no
      requirement that one of such members be a nominee of each
      Shareholder.

            


    

     

    
      	
              3.6  

            	
              Resignation of Members -
      Any member or any alternate member of the Operating Committee may resign
      upon five days’ prior notice to the other members of the Operating
      Committee, in which case the directors who appointed the resigning member
      shall appoint another member of the Operating Committee to replace the
      resigning member.

            


    

     

    
      	
              3.7  

            	
              Removal of Members - The
      directors who appointed a member or alternate of the Operating Committee
      may remove such member or alternate, either with or without cause, at any
      time. The vacancy on the Operating Committee caused by any such removal
      shall be filled by the directors causing such
  removal.

            


    

     

    
      	
              3.8  

            	
              Appointment of the General
      Manager - The Operating Committee may appoint a general manager of
      OpCo (the “General Manager”) to oversee
  Operations.

            


    

     

    
      	
              3.9  

            	
              Delegation of Authority to the
      General Manager - The Operating Committee may delegate such powers
      to the General Manager as it deems necessary for the conduct of
      Operations. The General Manager shall report and be responsible to the
      Operating Committee with respect to the performance of his duties. Nothing
      shall authorize the General Manager to take any action not otherwise
      authorized by this Agreement, Operating Committee, or the
      Board.

            


    

     

    
      	
              3.10  

            	
              Reports by General
      Manager - The General Manager (or if there is none, the Operating
      Committee) shall prepare monthly reports, which shall be furnished to each
      Shareholder, summarizing Operations conducted during the preceding month
      and comparing such Operations and the costs thereof to the applicable
      Program and Budget.

            


    

     

    
      	
              3.11  

            	
              Access to Properties and
      Information - Each Shareholder, or its duly authorized
      representatives, at their own risk and expense, shall have access to the
      Properties and to all records prepared by the Operating Committee or at
      its direction in connection with work done on or with respect to the
      Properties. Such inspections shall be done at the sole risk and expense of
      the Shareholder wishing access and such Shareholder shall hold OpCo
      harmless from any damage, claim or demand by reason of injury to the
      agents, employees or representatives of that Shareholder due to their
      presence on the Properties, caused by the negligence of that Shareholder
      or caused by the negligent or intentional acts of such agents, employees
      or representatives of that Shareholder. The Operating Committee or General
      Manager shall have the right to schedule such inspections so that
      

            


    

     

    
      
         

      

      
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    they occur within normal business hours and do not unreasonably
interfere with Operations.

     

    
      	
              3.12  

            	
              Actions Requiring Unanimous
      Approval - The following matters shall require unanimous approval
      of the Board, as the case may be, even though one Shareholder owns a
      majority of the ownership interest in HoldCo.  However,
      unanimous approval will not be required if a Shareholder ownership
      interest is less than 25% :

            


    

     

    
      	
              (a)       
        

            	
              the
      abandonment, sale or disposition of all or substantially all of the assets
      of OpCo or HoldCo, except that such restriction shall not apply to sales
      or dispositions of equipment or other materials in the ordinary course of
      business;

            


    

     

    
      	
              (b)       
        

            	
              the
      winding-up of HoldCo;

            


    

     

    
      	
              (c)       
        

            	
              amendment
      of the constating documents of
HoldCo;

            


    

     

    
      	
              (d)       
        

            	
              conducting
      activities other than acquisition, disposition, exploration, development
      and mining of the Properties;

            


    

     

    
      	
              (e)       
        

            	
              transactions
      with an affiliate of a Shareholder (“Affiliate” means, with respect to any
      Shareholder, any person which directly or indirectly controls, is
      controlled by, or is under common control with, that
      Shareholder);

            


    

     

    
      	
              (f)       
        

            	
              any
      increase or reduction in the capital of HoldCo or the issuance of any
      shares in the capital of HoldCo;

            


    

     

    
      	
              (g)       
        

            	
              an
      amalgamation or consolidation of HoldCo with any other
    Person;

            


    

     

    
      	
              (h)       
        

            	
              the
      appointment of the Operating
Committee;

            


    

     

    
      	
              (i)       
        

            	
              the
      creation, abandonment, sale or disposition of any subsidiaries or branches
      of HoldCo; and

            


    

     

    
      	
              (j)       
        

            	
              all
      matters regarding the capitalization and the composition of the management
      of OpCo.

            


    

     

    
      	
              4.  

            	
              PROGRAMS, BUDGETS,
      CONTRIBUTIONS AND
DISTRIBUTIONS

            


    

     

    
      	
              4.1  

            	
              Operations To Be Conducted
      Pursuant to Programs and Budgets - Except as otherwise provided in
      sections 4.6 and 4.7, Operations shall be conducted, expenses shall be
      incurred, substantially in accordance with Programs and Budgets adopted by
      the Board in accordance with the provisions of this section
    4.

            


    

     

    
      	
              4.2  

            	
              Preparation of Programs and
      Budgets - On or before May 1 and November 1 each year, the
      Operating Committee shall prepare and submit to the Board a proposed
      Program and Budget for the ensuing Budget Period. Each such proposed
      Program and Budget shall be in a form and degree of detail approved by the
      Board, which once established shall thereafter be utilized, unless the
      Board otherwise determines. The Board shall determine the extent to which
      and the sources from which funds will be required to implement the
      proposed Program and Budget. Funding shall be provided in accordance with
      section 4.8.

            


    

     

    
      
         

      

      
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              4.3  

            	
              Adoption of Programs and
      Budgets - Within 20 days after submission of any proposed Program
      and Budget, the Board shall hold a meeting at which the directors
      shall:

            


    

     

    
      	
              (a)       
        

            	
              adopt
      the proposed Program and Budget; or

            


    

     

    
      	
              (b)       
        

            	
              propose
      modifications to the proposed Program and Budget;
  or

            


    

     

    
      	
              (c)       
        

            	
              reject
      the proposed Program and Budget.

            


    

     

    If at
such meeting the directors adopt the proposed Program and Budget or some
modification thereof, the Program and Budget thus adopted shall be the Program
and Budget for the ensuing Budget Period. If at such meeting the directors fail
to adopt a Program and Budget, the Operating Committee shall immediately
endeavour in good faith to develop a Program and Budget for the ensuing Budget
Period which may be adopted by the Board.

     

    
      	
              4.4  

            	
              Failure of Board to Adopt
      Programs and Budgets - If the Board fails, for any reason, to
      approve a Program and Budget by June 15 or December 15, as the case may
      be, the Operating Committee shall be authorized to continue Operations at
      the level of activity and expenditure comparable with the last Adopted
      Program and Budget and the last Adopted Program and Budget shall be deemed
      extended at such levels.

            


    

     

    
      	
              4.5  

            	
              Budget Overruns and Program
      Changes - The Operating Committee shall promptly notify the Board
      of any actual or anticipated material departure from an Adopted Program
      and Budget. The Operating Committee shall not exceed an adopted Budget by
      more than 10% unless expressly authorized by the approval of the Board.
      Budget overruns shall be paid out of funds from Operations, if available,
      and if not available shall, be funded in accordance with section
      4.8.

            


    

     

    
      	
              4.6  

            	
              Emergency and Unexpected
      Expenditures - Notwithstanding any other provision of this
      Agreement, in case of emergency, the Operating Committee may take any
      reasonable action it deems necessary to protect life or property, to
      protect the Properties or other Assets of HoldCo or OpCo or to comply with
      law or government regulation. The Operating Committee shall promptly
      notify the Board of any emergency expenditure. The costs of actions
      resulting from emergencies shall be paid out of funds from Operations, if
      available, and if not available shall, be funded in accordance with
      section 4.8.

            


    

     

    
      	
              4.7  

            	
              Amendment of Programs and
      Budgets - At any time, the Operating Committee may propose an
      amendment to an Adopted Program and Budget, in which event the procedures
      of section 4.3 shall apply.

            


    

     

    
      	
              4.8  

            	
              Funding of Programs and
      Budgets – All Programs and Budgets shall be funded as
      follows:

            


    

     

    
      	
              (a)       
        

            	
              HoldCo's
      request for funding shall be made to each Shareholder pro rata in
      proportion to its Ownership Interest.  A Shareholder shall
      advance the money requested from it within 30 days of receipt of the
      written request for the loan.  Unless specified in the request
      the loans shall not bear interest and shall be unsecured.  No
      Shareholder shall, so long as it remains a Shareholder, demand repayment
      of its loans.  If HoldCo repays the loans, in whole or in part,
      it shall do so pro rata in proportion to each Shareholder's contribution
      by way of loan; and

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
      	
              (b)       
        

            	
              the
      Shareholders shall subordinate and postpone all Shareholder Loans to
      permanent financing or other borrowing by HoldCo to the extent required by
      the Board.

            


    

     

    
      	
              4.9  

            	
              Shareholder’s Failure to Fund
      Programs - If a Shareholder should fail to fund all Programs and
      Budgets as required under section 4.8, such Shareholder shall be in
      default hereunder and section 5 shall
apply.

            


    

     

    
      	
              4.10  

            	
              Audits - Upon request
      made by any Shareholder within six (6) months following the end of any
      calendar year (or, if the Board has adopted an accounting period other
      than the calendar year, within six (6) months after the end of such
      period), an audit of the accounting and financial records of HoldCo or of
      OpCo for such calendar year (or other accounting period) shall be
      performed by an auditor chosen and paid for by such Shareholder. All
      written exceptions to the audit and claims upon HoldCo or OpCo for
      discrepancies disclosed by such audit shall be made not more than three
      months after receipt of the audit report. Failure to make any such
      exception or claim within the three-month period shall mean the audit is
      correct and the accounting and financial matters subject to such audit are
      binding upon the Shareholders.

            


    

     

    
      	
              4.11  

            	
              Funding to OpCo - It is
      the intention of the Shareholders that funds will pass between HoldCo and
      OpCo in such a way that taxes will be minimized and returns to the
      Shareholders maximized. The Board will, unless it determines to do
      otherwise, lend down to OpCo all funds available and required by OpCo for
      Operations. Such loans to OpCo shall be made on such terms as shall, in
      the opinion of the Board, maximize the returns to HoldCo, with any
      interest to accrue until cash flow is available to pay such interest. It
      is the intention of the Shareholders that any withholding tax payable with
      respect to loans from HoldCo to OpCo will be paid by HoldCo, with the
      interest rate payable by OpCo being “grossed up” by the amount of said
      withholding tax payable.

            


    

     

    
      	
              4.12  

            	
              Interference by Creditors or
      Others - If, for any reason, the right of any Shareholder to
      exercise full control over that Shareholder’s Shares shall be affected or
      interfered with, whether by Court order or the appointment of a receiver
      or otherwise howsoever, the affected Shareholder shall not have a right to
      nominate directors and the remaining Shareholder shall, during the period
      in which such Shareholder’s rights remain affected, have the right to
      nominate directors the affected Shareholder would have been entitled to
      nominate and each Shareholder covenants and agrees with the other, with
      the express intention and understanding that such covenant shall be
      binding upon its assigns and personal representatives, that it shall vote
      or cause its Shares to be voted to ensure the election as directors of
      HoldCo of such persons as may be required so that nominees of the
      remaining Shareholders shall be the directors of the Board while such
      rights are so affected.

            


    

     

    
      	
              4.13  

            	
              Director’s Failure to Vote
      Agreement - Each Shareholder shall cause the directors of HoldCo
      that it nominates to cast all votes and take all other actions in their
      capacities as directors in a manner consistent with this Agreement and so
      as to implement its terms and intent. The Shareholders will immediately
      remove or cause the removal of any director who acts in any manner that is
      inconsistent with the terms and conditions of this Agreement. Any action
      or failure to act by a director that would be a breach of this Agreement
      if taken by a Shareholder shall be deemed a breach of this Agreement by
      the Shareholder that nominated such
director.

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
      	
              5.  

            	
              LOAN DEFAULT TO
      OPCO

            


    

     

    
      	
              5.1  

            	
              If
      a Shareholder defaults by refusing or failing to make a contribution or
      payment, then:

            


    

     

    
      	
              (a)       
        

            	
              the
      Non-Defaulting Shareholders, or either of them, may elect not to make
      their concomitant contribution or payment (if any), in which
      case:

            


    

     

    
      	
              (i)       
        

            	
              the
      Defaulting Shareholder is still in Default but the Non-Defaulting
      Shareholder(s) who so elected shall not be in
  default;

            


    

     

    
      	
              (ii)      
        

            	
              if
      the Non-Defaulting Shareholders, or either of them, have already made
      their concomitant contribution or payment, HoldCo will forthwith pay to
      them the amount of such contribution or payment and the Shareholders will
      take all steps necessary to obtain the repayment thereof;
    and

            


    

     

    
      	
              (iii)     
        

            	
              in
      addition the terms of the Buy-Sell procedure as outlined in section 5.4 of
      the Golden Amera Resources (BVI) Inc. Shareholders Agreement shall
      apply

            


    

     

    
      	
              (b)       
        

            	
              if
      the Non-Defaulting Shareholder(s) do not elect as provided in
      section 5.5(a) hereof, the Non-Defaulting Shareholders may elect to
      make, and are hereby authorized by the Defaulting Shareholder to make,
      such contribution or payment (the "Default Loan") on behalf of and for the
      account of the Defaulting Shareholder in which event the Defaulting
      Shareholder shall pay, or cause to be paid, to the Non-Defaulting
      Shareholder(s):

            


    

     

    
      	
              (i)       
        

            	
              the
      amount of the Default Loan;

            


    

     

    
      	
              (ii)      
        

            	
              the
      reasonable costs of the Non-Defaulting Share­holder(s) relating to
      obtaining monies to make the Default Loan;
and

            


    

     

    
      	
              (iii)        

            	
              interest
      calculated and payable on the first business day of each and every month
      on the amount of the Default Loan outstanding from time to time equal
      to:

            


    

     

    
      	
              (A)      
        

            	
              the
      rate of interest payable by the Non-­Defaulting Shareholder to any
      third party on any monies borrowed by it to make the Default Loan plus 4%
      per annum; or

            


    

     

    
      	
              (B)      
        

            	
              if
      any such monies are not borrowed by the Non-Defaulting Shareholder(s), the
      prime commercial lending rate of the BMO at the time the Default Loan is
      made plus 4% per annum.

            


    

     

    
      	
              5.2  

            	
              If
      and so long as a Shareholder is a Defaulting Shareholder as a result of a
      default under section 5 hereof, all monies payable to that Defaulting
      Shareholder by the Company by way of dividends, repayment of loans or
      other distribution shall be paid to the Non-Defaulting Shareholders until
      they have received:

            


    

     

    
      	
              (a)       
        

            	
              the
      amounts set out in section 5.1(b) hereof;
  or

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
      	
              (b)        
       

            	
              if
      the Non-Defaulting Shareholders elected pursuant to section 5.1(a)
      hereof an amount equal to the concomitant contribution of payment already
      made by the Non-Defaulting Shareholders in the circumstances set out in
      section 5.1(a) (ii);

            


    

     

    at which
time the Defaulting Shareholder is no longer a Defaulting Shareholder; but in no
event shall the Defaulting Shareholder be entitled to any amount of or credit
for the amount not paid to it as aforesaid or any interest thereon.

     

    
      	
              5.3  

            	
              Upon
      the request of the Non-Defaulting Shareholders, or any of them, from time
      to time, the Defaulting Shareholder and the director of HoldCo appointed
      by him shall vote to ensure that any monies of  HoldCo available
      for payment of dividends or repayment of loans will be declared and paid
      by HoldCo or its directors in accordance with section 5.2
      hereof.

            


    

     

    
      	
              6.  

            	
              DISPUTES

            


    

     

    
      	
              6.1  

            	
              Negotiation - All
      disputes, controversies and claims arising under this Agreement, shall be
      settled, if possible, through good faith negotiations. If such good faith
      negotiations do not resolve the dispute within 15 days, then the dispute
      shall be referred to arbitration under the terms set out
      below.

            


    

     

    
      	
              6.2  

            	
              Arbitration - The
      dispute shall be referred to and finally resolved by arbitration
      administered by the British Columbia International Commercial Arbitration
      Centre pursuant to its Rules before a single
  arbitrator.

            


    

     

    
      	
              6.3  

            	
              Location of Arbitration
      - Any arbitration shall take place in Vancouver, British Columbia, unless
      the parties to the arbitration shall agree to its being held in a
      different location.

            


    

     

    
      	
              7.  

            	
              FORCE
      MAJEURE

            


    

     

    
      	
              7.1  

            	
              Force Majeure - The
      following Force
      Majeure items shall apply to this
  Agreement:

            


    

     

    
      	
              (a)        
       

            	
              No
      party shall be liable for its failure to perform any of its obligations
      under this Agreement due to a cause beyond its control (except those
      caused by its own lack of funds) including, but not limited to, adverse
      weather conditions, environmental protests or blockages, war, riot,
      insurrection or civil disturbance, epidemics, acts of God, earthquake,
      fire, flood, explosion, strikes, lockouts or other industrial
      disturbances, laws, rules and regulations or orders of any duly
      constituted governmental authority or non-availability of materials,
      services or transportation or any other cause whether similar or
      dissimilar to the foregoing (each an “Intervening
  Event”);

            


    

     

    
      	
              (b)       
        

            	
              A
      party relying on the provisions of section 7.1(a) will promptly give
      written notice to the other of the particulars of the Intervening Event
      and also estimate the period of time which such party will probably
      require in respect of such Intervening Event. All time limits imposed by
      this Agreement will be extended by a period equivalent to the period of
      delay resulting from an Intervening Event described in paragraph
      7.1(a);

            


    

     

    
      	
              (c)       
        

            	
              A
      party relying on the provisions of section 7.1(a) will take all reasonable
      steps to eliminate any Intervening Event and, if possible, will perform
      its obligations 

            


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    under this Agreement as far as practical, but nothing herein will
require such party to settle or adjust any labour dispute or to question or to
test the validity of any law, rule, regulation or order of any duly constituted
governmental authority or to complete its obligations under this Agreement if an
Intervening Event renders completion impossible. A party relying on the
provisions of section 7.1(a) will keep the other party informed of all
significant developments and will give written notice to the other as soon as
such Intervening Event ceases to exist.

     

    
      	
              8.  

            	
              CONFIDENTIALITY AND
      NON-COMPETITION

            


    

     

    
      	
              8.1  

            	
              General - All
      information obtained in connection with the conduct of Operations which is
      designated as confidential by the Board, the financial terms and
      conditions of this Agreement and all material technical, geologic,
      financial, and corporate strategy or planning information relating to the
      Properties shall be exclusive property of the Shareholders and, except as
      provided in section 8.2 of this Agreement, shall not be disclosed to any
      third party or the public without the prior written consent of the other
      Shareholder, which consent shall not be unreasonably
    withheld.

            


    

     

    
      	
              8.2  

            	
              Exceptions - The consent
      required by section 8.1 shall not apply to a
  disclosure:

            


    

     

    
      	
              (a)       
        

            	
              If
      such information is necessarily disclosed by Operations or is necessary to
      disclose to implement an Adopted Program and
  Budget;

            


    

     

    
      	
              (b)       
        

            	
              Of
      such information as is reasonably necessary to disclose to an Affiliate,
      consultant, contractor, advisor, or representative, that has a bona fide
      need to be informed;

            


    

     

    
      	
              (c)       
        

            	
              To
      a third party to whom the disclosing Shareholder contemplates a transfer
      of all or any part of its Shares, subject to reasonable requirements
      concerning use and confidentiality;

            


    

     

    
      	
              (d)       
        

            	
              To
      a governmental agency or to the public which disclosure the disclosing
      Shareholder believes in good faith is required by pertinent law or
      regulation or the rules of any stock exchange on which its stock, or the
      stock of an entity which controls the Shareholder, is
    traded;

            


    

     

    
      	
              (e)       
        

            	
              Of
      any information which at the time of disclosure is in the public domain,
      except as a result of a breach of this
  Agreement;

            


    

     

    
      	
              (f)       
        

            	
              To
      a bank, insurance company or other financial institution and to its
      advisors in connection with negotiations concerning financing arranged by
      a Shareholder for its own corporate purposes, subject to reasonable
      requirements concerning use and confidentiality;
  or

            


    

     

    
      	
              (g)       
        

            	
              By
      a Shareholder of information which it owns or controls independently of
      HoldCo, but which was furnished to HoldCo by that Shareholder for use by
      HoldCo.

            


    

     

    Subject
as hereinafter provided, in any case to which this section 8.2 is applicable,
the disclosing Shareholder shall give notice to the other Shareholder
concurrently with the making of such disclosure. As to any disclosure made by
way of news release or other 

     

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    public
announcement made pursuant to section 8.2(d), the disclosing Shareholder shall,
unless circumstances make this impossible, first provide a draft of the proposed
news release or public announcement to the other Shareholder for review and
comment at least 48 hours prior to the proposed disclosure. As to any disclosure
pursuant to sections 8.2(b), 8.2(c) or 8.2(f), such third party shall first
agree in writing to protect the confidential information from further disclosure
to the same extent as the Shareholders are obligated under this section
8.

     

    
      	
              8.3  

            	
              Duration of
      Confidentiality - The provisions of this section 8 shall apply
      during the term of this Agreement, and shall continue to apply to a
      Shareholder who has been deemed to have sold its Ownership
      Interest.

            


    

     

    
      	
              8.4  

            	
              Non-competition - Each
      of Amera, Golden Arrow, Amera BVI and IMAUSA BVI covenants with each other
      that it will not engage in practices detrimental to HoldCo and
      OpCo.  Each of Amera, Golden Arrow, Amera BVI and IMAUSA BVI
      hereby covenants and agrees with each other  that if during the
      currency of this Agreement a party or any Associate or Affiliate acquires,
      directly or indirectly or pursuant to any third party agreement, any form
      of interest in minerals located wholly or in part within Colombia, the
      acquiring party will offer, or in the case of an Associate or Affiliate
      use its best efforts to cause such Associate or Affiliate to offer, such
      interest to HoldCo and OpCo by notice in writing to HoldCo and OpCo
      setting out the nature of such interest and including all information
      known by the acquiring parties, about such interest, the acquisition costs
      of the acquiring party and all other details relating thereto and if,
      within 60 days from the date of receipt of such notice by HoldCo and OpCo,
      HoldCo and OpCo accept such mineral interest and pays to the acquiring
      parties 100% of its acquisition costs relating thereto as set out in such
      notice, such mineral interest will form part of the
      Properties.

            


    

     

    
      	
              9.  

            	
              NOTICES

            


    

     

    
      	
              9.1  

            	
              Notices - All notices,
      payments, and other required communications (“Notices to the Shareholders
      shall be in writing, and shall be addressed respectively as
      follows:

            


    

     

    If to
Amera:

     

    Terminal
City Club Tower

    709 - 837
West Hastings Street

    Vancouver,
BC  V6C 3N6

    Fax No:
604-687-1828

     

    If to
Golden Arrow:

     

    Terminal
City Club Tower

    709 - 837
West Hastings Street

    Vancouver,
BC  V6C 3N6

    Fax No:
604-687-1828

     

    If to
Amera BVI:

    Harneys
Corporate Services Limited

    Craigmuir
Chambers, P.O. Box 71

    Road
Town, Tortola,

    British
Virgin Islands

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    Fax No:
1-284-494-3547

    


    


     

    with a
copy to:

     

    Salley
Bowes Harwardt LLP

    1750 –
1185 W. Georgia Street

    Vancouver,
BC

    V6E
4E6

    Fax no:
(604) 688.0778

    


    Attention:
Louis P. Salley

     

    If to
IMAUSA BVI:

    Harneys
Corporate Services Limited

    Craigmuir
Chambers, P.O. Box 71

    Road
Town, Tortola,

    British
Virgin Islands

    Fax No:
1-284-494-3547

    


    with a
copy to:

    


    AXIUM LAW
CORPORATION

    Suite
3350, Four Bentall Centre

    1055
Dunsmuir Street

    PO Box
49222

    Vancouver,
BC V7X 1L2

    Telephone:
604-692-4918

    Fax No:
604-692-4900

     

    Attention:
Mike Varabioff

     

    If to
HoldCo:

    


    Harneys
Corporate Services Limited

    Craigmuir
Chambers, P.O. Box 71

    Road
Town, Tortola,

    British
Virgin Islands

    Fax No:
1-284-494-3547

     

    All
Notices shall be given (i) by personal delivery to the party by leaving a copy
at the place specified for notice with a receptionist, or an apparently
responsible individual, or (ii) by electronic facsimile communication, with a
confirmation sent by registered or certified mail return receipt requested, or
(iii) by registered or certified mail return receipt requested. All Notices
shall be effective and shall be deemed delivered (i) if by personal delivery on
the date of delivery, if delivered during normal business hours, and, if not
delivered during normal business hours, on the next business day following
delivery, (ii) if by electronic communication on the next business day following
receipt of the electronic communication, and (iii) if solely by mail on the next
business day after actual receipt. A Notice shall be effective if delivered, as
above provided, to the first individual 

     

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    specified
in this section 9.1 as the recipient of Notice for each of the Shareholders,
provided that a Shareholder shall use reasonable efforts to deliver all Notices
to each copy recipient specified in this section 9.1. A party may change its
address for Notice by Notice to the other party.

     

    
      	
              10.  

            	
              ALTERATIONS TO
      AGREEMENT

            


    

     

    
      	
              10.1  

            	
              Alterations - No
      alteration or amendment to this Agreement shall take effect unless it is
      in writing duly executed by each of the parties hereto, provided that it
      shall not be necessary to make a party to any amending agreement any
      Shareholder who has ceased to be a Shareholder and who has been paid all
      money owing to it by HoldCo and has been paid all money owing to it by the
      other Shareholders pursuant to this Agreement and no alteration or
      amendment shall apply retroactively unless otherwise
    agreed.

            


    

     

    
      	
              11.  

            	
              TERMINATION

            


    

     

    
      	
              11.1  

            	
              This
      Agreement shall terminate:

            


    

     

    
      	
              (a)       
        

            	
              if
      HoldCo ceases to carry on business, has a receiving order made against it,
      goes into bankruptcy either voluntarily or involuntarily or makes a
      proposal to its creditors;

            


    

     

    
      	
              (b)       
        

            	
              the
      date HoldCo shall complete proceedings for its liquidation and
      distribution of its assets; or

            


    

     

    
      	
              (c)       
        

            	
              if
      the Shareholders hereto consent in writing to the termination
      hereof.

            


    

     

    
      	
              12.  

            	
              GENERAL

            


    

     

    
      	
              12.1  

            	
              Time - Time shall be of
      the essence for this Agreement.

            


    

     

    
      	
              12.2  

            	
              Severability - Should
      any part of this Agreement be declared or held to be invalid for any
      reason, the invalidity shall not affect the validity of the remainder of
      this Agreement which shall continue in full force and effect and be
      construed as if this Agreement had been executed without the invalid
      portion and it is hereby declared the intention of the parties that this
      Agreement would have been executed without reference to any portion that
      may, for any reason, be hereafter declared or held
  invalid.

            


    

     

    
      	
              12.3  

            	
              Further Assurances - The
      parties shall execute all other documents and instruments and do all other
      things necessary to implement and carry out the terms of this
      Agreement.

            


    

     

    
      	
              12.4  

            	
              Governing Law - This
      Agreement shall be construed and the powers and provisions herein
      contained shall be administered, exercised and given effect to according
      to the laws of the Province of British Columbia and the rights and
      obligations of all parties hereunder shall be regulated by the laws of the
      Province of British Columbia notwithstanding that any of the Shareholders
      may now or at any future time be resident or domiciled elsewhere than in
      the Province of British Columbia. The parties irrevocably attorn to the
      jurisdiction of the arbitrators and courts of the Province of British
      Columbia and the venue for any actions or arbitrations arising out of
      their Agreement shall be Vancouver, British
  Columbia.

            


    

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    
      	
              12.5  

            	
              Entire Agreement - The
      provisions herein constitute the entire agreement between the parties and
      supersede all previous communications, representations and agreements,
      whether verbal or written, between the parties with respect to the subject
      matter hereof.

            


    

     

    
      	
              12.6  

            	
              Enurement - This
      Agreement shall enure to the benefit of and be binding upon the parties
      hereto and, except as otherwise provided herein or as would be
      inconsistent with the provisions hereof, their respective successors and
      permitted assigns.

            


    

     

    
      	
              12.7  

            	
              Assignment - Except as
      expressly otherwise provided in this Agreement, this Agreement may not be
      assigned by a party without the written consent of the other
      parties.

            


    

     

    
      	
              12.8  

            	
              Counterparts - This
      Agreement, and any certificates or other writing delivered in connection
      herewith, may be executed in any number of counterparts with the same
      effect as if all parties had all signed the same documents, and all such
      counterparts and adopting instruments will be construed together and will
      constitute one and the same instrument. The execution of this Agreement
      and any other writing by any party hereto or thereto will not become
      effective until counterparts hereof or thereof, as the case may be, have
      been executed by all the parties hereto or thereto, and executed copies
      delivered to each party who is a party hereto or thereto. Such delivery
      may be made by facsimile transmission of the execution page or pages,
      hereof or thereof, to each of the other parties by the party signing the
      particular counterpart, provided that forthwith after such facsimile
      transmission, an originally executed execution page or pages is forwarded
      by prepaid express courier to each of the other parties by the party
      signing the particular counterpart.

            


    

     

    IN
WITNESS WHEREOF the parties hereto entered into this Agreement on the date
hereinbefore set out.

     

    AMERA
RESOURCES CORPORATION

     

    Per:                                                      

    Authorized Signatory

     

    GOLDEN
ARROW RESOURCES CORPORATION

     

    Per:                                                      

    Authorized Signatory

     

    AMERA
RESOURCES (BVI) INC.

     

    Per:                                                      

    Authorized Signatory

     

    INVERSIONES
MINERAS AUSTRALES HOLDINGS (BVI) INC.

     

    Per:                                                      

    Authorized Signatory

     

    GOLDEN
AMERA RESOURCES (BVI) INC.

     

    Per:                                                      

    Authorized Signatory

     

     

    17