exh4-12_loi.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

    EXHIBIT 4.12

     

    LETTER OF INTENT BETWEEN THE COMPANY AND

    VICTOR MARCIAL GARCIA GARCIA AND ELVIRA CARMEN
MARIA AGOIS BARBIER,

    DATED OCTOBER 25, 2007

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    

    ___________________

    A GROSSO
GROUP MEMBER COMPANY

    


    


    


    October  25,
2007

    


    


    Mr.
Marcial Garcia

    Av. La
Floresta 431,

    Chacarilla,
Surco

    Lima 33,
Peru

    


    


    


    Re: Letter
Agreement, Loma Colorada Project

    


    Further
to our conversations on the above subject, this letter agreement (“Agreement”)
sets out the understanding between Amera Resources Corporation
(“AMERA”) on behalf of its Peruvian subsidiary Recursos de Los Andes S.A.C.
and you (“Garcia”) as owner of the Loma Colorada project (hereinafter the
“Project), whereby AMERA will have an option to acquire a 100% undivided
interest in the “Loma Colorada” concessions located in  Ancash,
Peru.  The concessions and area of land comprised by the concessions
are as described in Schedule “A” (includes title numbers, map and
coordinates).

    


    


    This
Agreement, binding and effective as of October 25, 2007 (“Effective Date”), shall serve
as the basis for the preparation of a more definitive agreement in accordance
with Peruvian laws (the “Definitive Agreement”). The
Definitive Agreement will be prepared and signed on or before November 30,
2007.

    


    In
consideration of the premises and mutual covenants hereinafter set out and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, AMERA and Garcia agree as follows:

    


    1) AMERA Representations and
Warranties:

    


     

    
      	
              1)  

            	
              AMERA
      represents and warrants that as of the Execution Date of this
      Agreement:

            


    

    


    
      	
              a)  

            	
              It
      is a company, duly incorporated under the laws of British Columbia,
      Canada, and it is duly organized and validly subsisting under such
      laws;

            


    

    


    
      	
              b)  

            	
              it
      has full power and authority to carry on its business and to enter into
      this Agreement and any agreement or instrument referred to or contemplated
      by this Agreement and to carry out and perform all of its obligations and
      duties hereunder;

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              c)  

            	
              it
      has duly obtained all corporate authorizations for the execution, delivery
      and performance of this Agreement and such execution, delivery and
      performance and the consummation of the transactions herein contemplated
      will not contravene any existing laws and will not conflict with or result
      in any breach of any covenants or agreements contained in, or constitute a
      default under, or result in the creation of any encumbrance, lien or
      charge under the provisions of its constating documents or any
      shareholders' or directors' resolution or any indenture, agreement or
      other instrument whatsoever to which it is a party or by which it is
      bound.

            


    

    


    2) Garcia Representations and
Warranties:

    


    Garcia
represents and warrants to AMERA that:

    


    
      	
              a)  

            	
              The
      Project and the concessions are properly and accurately described in
      Schedule “A”;

            


    

    


    
      	
              b)  

            	
              is
      the 100% owner of the Project and respective
  concessions,

            


    

    


    
      	
              c)  

            	
              the
      concessions of the Project are duly registered with the Peruvian Registry
      of Mines and correspondent authorities, are in good standing, are held
      free and clear of all liens, security interests, encumbrances and other
      interests and, there are no agreements, adverse interests or options to
      acquire or purchase the concessions, or any portion thereof, and no other
      person has any proprietary or possessory interest in the concessions, nor
      is entitled to any royalty, in respect to any mineral products removed
      from the Project;

            


    

    


    
      	
              d)  

            	
              there
      are no outstanding work orders or actions required to be taken relating to
      environmental matters, including rehabilitation or reclamation, in respect
      to the Project or any operations thereon and it has no knowledge of any
      environmental issues affecting the
Project.

            


    

    


    3)
Option

    


    Garcia
hereby grants to AMERA the irrevocable right and option to acquire an initial
100% interest in the Project (the “Option”) by incurring
exploration expenditures on the Project in accordance with the following
schedule:

    


    


    a)
USD$100,000 on or before the first anniversary of the Effective Date, such
expenditures being a firm commitment..

    


    b)
USD$300,000 on or before the second anniversary of the Effective
Date.

    


    c)
USD$1,000,000 on or before the third anniversary of the Effective
Date.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    AMERA
will pay to Garcia the following amounts in accordance with the schedule
below:

    


    
      	
              A)  

            	
              On
      or before the first anniversary of the Effective Date AMERA will pay to
      Garcia a total of USD$90,000 as follows: USD$30,000 on signing of the
      Definitive Agreement, USD$30,000 on completion of the road construction
      and trenching program; and USD$30,000 on receipt of a report of results of
      the geophysics program. If the Definitive Agreement has not been
      signed, the road construction has not been completed, and/or the report of
      results of the geophysics program have not been delivered to AMERA before
      the first anniversary, then any outstanding amounts from the
      first year payment of USD$90,000 will be due and payable on the first
      anniversary date.

            


    

    


    
      	
              B)  

            	
              At
      the beginning of the second anniversary of the Effective Date
      USD$200,000.

            


    

    


    
      	
              C)  

            	
              At
      the beginning of the third anniversary of the Effective Date
      USD$200,000.

            


    

    


    


    On or
before the fourth anniversary of the Effective Date AMERA will have the right to
elect between (i) exercising its Option to acquire a 100% interest in the
Project in exchange for a payment of $2,500,000 to Garcia and 1% NSR, or (ii)
alternatively, to continue with the Option for an additional 12-month period in
exchange for a payment of US $400,000 to Garcia and a minimum exploration
expenditure commitment of US $3,000,000.

    


    Before
the fifth anniversary of the Effective Date, AMERA will have the option to elect
to continue with the Option for up to a final 12-month period (i.e. until the
end of the fifth year) in exchange for a payment to Garcia of $200,000 and the
funding of a complete pre-feasibility study.

    


    At the
end of the fifth year, if AMERA exercises its Option, it will acquire a 100%
interest in Loma Colorada in exchange for a final payment of $5,000,000 to
Garcia and 2% NSR retained by Garcia. AMERA will have the right, at its sole
discretion, to purchase each 1% NSR for USD$1,000,000.

    


    However,
if AMERA decides not to exercise its Option then the Option will be terminated
and (i) AMERA will be obliged to transfer to Garcia all the geophysics,
geological, engineering and pre-feasibility studies etc. conducted in respect to
the Project and (ii) Garcia will have no obligation to refund any of the
investments made by AMERA in the context of the Option.

    


    4) After the first anniversary
of the Effective Date, AMERA may terminate this Letter Agreement at any time
upon sixty (60) days written notice, without any further obligation to Garcia,
including any further expenditures under section 3 other than the Commitment of
section 3(a) and AMERA shall have no further rights to the Project.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5) Each of the Parties to this
Letter Agreement shall take all such further steps and execute all such further
and other documentation as may be necessary or desirable in order to more fully
give effect to the provisions of this Letter Agreement.

    


    6) In the event of any dispute
or difference arising between the Parties in respect of the subject matter, the
interpretation, or the effect of this Letter Agreement, the Parties shall use
their best endeavours to settle successfully such dispute, question or
difference.  To this effect, they shall consult and negotiate with
each other, in good faith and understanding of their mutual interests, to reach
an equitable solution satisfactory to all Parties.  If the Parties do
not reach a solution within a period of thirty days, then upon thirty days
written notice by either Party to the other, the dispute, claim, question or
difference shall be finally settled by arbitration in Vancouver, B.C. in
accordance with the Rules of Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with such
Rules.

    


    7) Any notice, direction or
other instrument required or permitted to be given under this Letter Agreement
will be addressed as follows:

    


    If to
Garcia at: V. Marcial Garcia

     

    Av. La
Floresta #431

     

    Chacarilla,
Surco

     

    Lima 33,
Perú

     

    Tel:
(51-1) 372-2525

                          
Fax: (51-1) 372-0989

     

    If to
AMERA, at:

    


    Amera
Resources Corporation

    Suite
709, 837 W. Hastings Street,

    Vancouver,
British Columbia

    V6C
3N6

    


    Attention:       Nikolaos
Cacos, President

    Tel:                  (604)
687-1828

    Fax:                 (604)
687-1858

    


    8) Unless otherwise expressly
stated, all references to dollars are in United States currency.

    


    9) This Agreement shall be
governed by and construed in accordance with the laws of British
Columbia.


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    


    Should
the above terms and conditions be acceptable to you, please signify so by
signing below and returning the fully executed enclosed copy to us, whereupon
this Letter Agreement shall be binding. AMERA shall arrange for a more formal
agreement to be prepared on the basis of the terms and conditions set out in
this Letter Agreement.

    


    


    Yours truly,

    


    AMERA
RESOURCES CORPORATION

     

    /s/
Nikolaos
Cacos                                   


    Per:

     

    _______________________________
Per:

    


    The
undersigned, Marcial Garcia, hereby agree to the above as written as of the
  25    
day of October 2007:

    


     

    /s/ Marcial
Garcia                                      


    Marcial
Garcia

    


    D.N.I.
06293650