Dhanoa
      Minerals Ltd.

    #639
      -
      250 Wellington St.

    Toronto,
      Ontario

    M5V
      3P6

    


    


    


    Overseas
      Mining, S.A 

    Republic
      of Panama, 

    Province
      of Panama, 

    District
      of Panama (Panama City), 

    Corregimiento
      of Bella Vista, 

    Campo
      Alegre Urbanization (Banking Area), 

    Ricardo
      Arias Street, 

    Proconsa
      II Building -Advanced 099 Tower-

    2nd
      Floor, Office 2-A, 

    CAMARENA,
      GUERRA, MORALES & VEGA.

    


    Attention:
      Francisco Carrano

    


    


    Dear
      Sirs:

    


    Re:
      Acquisition of 80% interest of PROMENASA
      S.A. 

    


    This
      letter will confirm our previous discussions concerning the proposed acquisition
      of an 80% interest in PROMENASA S.A. (hereinafter
      referred to as “PROMENASA”)
      by
      Dhanoa Minerals Ltd. (“Dhanoa”).

    


    This
      letter agreement sets forth the terms and conditions of the proposed
      acquisition, which, when accepted by Overseas Mining, S.A. (“OVERSEAS”),
      will
      form a binding agreement between us, with such terms and conditions to be
      embodied in due course in a more formal agreement (the “Formal
      Agreement”),
      which
      will form a binding agreement among Dhanoa, Overseas, Invictacorp and the
      PROMENASA.

    


    Based
      on
      our previous discussions and correspondence, Dhanoa agrees to acquire an 80
      percent interest in the PROMENASA by acquiring 80 percent of the total issued
      and outstanding shares in the capital of the PROMENASA from Overseas (the
“Shares”)
      for an
      aggregate purchase price comprising of restricted common shares in the capital
      of Dhanoa totalling US$15 million, at a deemed price of not less than US$3.00
      per common share (twenty percent of the shares restricted for one year and
      the
      balance of the shares for two years) and a cash payment of US$9,700,000.


     

    The
      Formal Agreement and the closing will be conditional upon the
      following:

    


    a. Dhanoa
      paying a deposit of US$1,100,000 to OVERSEAS on the acceptance of this letter
      agreement by OVERSEAS (US$1,100,000 already having been advanced to
      OVERSEAS).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    b. Dhanoa
      will be allowed to conduct due diligence on the property owned by the PROMENASA
      (collectively, the “Mine”).

    


    c. The
      due
      diligence to be conducted by Dhanoa will be completed within 30 days of
      execution of this agreement.

    


    If
      the
      Formal Agreement is not completed and closing does not occur by the close of
      business 45 days after execution of this agreement, OVERSEAS will immediately
      thereafter refund the amount of US$1,000,000 to Dhanoa, subject to the terms
      and
      conditions of paragraph 5 below.

    


    The
      Formal Agreement will provide, among other terms and conditions, the
      following:

    


    Upon
      satisfactory completion and closing of the transaction proposed by this letter
      agreement, Dhanoa agrees to make the following payments to Overseas et
      al:

    


    1. 
      A down
      payment in the amount of US$1,300,000 for 80 percent of the shares of PROMENASA
      

    


    2. An
      additional US$1,100,000 as comprising the cash portion of the purchase price
      for
      the Shares and paid to OVERSEAS et al of the PROMENASA within five (5) months
      of
      closing.

    


    3. An
      additional US$7,300,000 to INVICTACORP, for operation and upgrade of the
      PROMENASA MINE(S), as a condition for completion of the purchase of 80 percent
      of the shares of PROMENASA within six (6) months of closing. The total of
      US$7,300,000 will be paid according to the following schedule:

    


    A. US$1,300,000
      within 15 days of execution of the Formal Agreement.

    B. US$1,000,000
      every thirty days thereafter for the next six months.

    


    4.
      Dhanoa
      agrees that a management contract will be issued to Invictacorp for all mining,
      milling and producing to a bar, in addition to all exploration costs, all
      operations of PROMENASA. Invictacorp agrees to accept ninety dollars (US$90.00)
      per ton of material processed as payment for their services.

    


    
      
        5.
          The
          PROMENASA will undertake to grant a mortgage over all its assets to Dhanoa
          as
          security against the loan funds provided by Dhanoa under the terms of the
          previous paragraphs. The loan will be repaid from cash surpluses generated
          from
          production by the PROMENASA prior to any dividend or distribution payments
          to
          shareholders of the PROMENASA.

      

    

    


    6. The
      Shares will be held in escrow until the purchase price for the Shares is paid
      in
      full.

    


    7. 
      All
      production from the mine will be held in a joint account between Dhanoa and
      PROMENASA until all advances and payments referred to above have been
      made.

    


    8. The
      PROMENASA will appoint Dhanoa as the Joint Operator of the Mine with the
      existing operator, INVICTACORP SA. .

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    9. Dhanoa
      and the INVICTACORP SA. will be responsible for keeping the Mine and all permits
      in good standing during the term of the Formal Agreement.

    


    Miscellaneous

    


    1.  It
      is
      understood that contained in the Formal Agreement will be the normal and usual
      covenants and warranties for a transaction of this nature, including among
      other
      things, but without limitation, due existence and good standing of the PROMENASA
      and the Mine. The Formal Agreement will also disclose and contain warranties
      concerning, without limitation, the correctness and accuracy of the financial
      statements; taxes; the holdings of permits, licences, consents and authorities
      necessary to carry on the business; the amount or value of liabilities, accounts
      receivable, all commitments for the payment of dividends, bonuses, salaries,
      management fees and employee benefits; all purchase orders and other
      obligations; and all outstanding guarantees and performance bonds.

    


    2.  Pending
      the closing of the transaction, Dhanoa and its representatives will have, at
      reasonable times and with minimal disruption, access to the PROMENASA’s books
      and records, financial and operating data, material contracts and other
      information with respect to the business as Dhanoa will reasonably
      request.

    


    3.  All
      information will be kept confidential and will be divulged by the parties only
      to their respective principals and professional advisors, unless required by
      law
      to be disclosed.

    


    4.     
Each
      of the
      parties will pay their own costs, expenses and fees (including,without
      limitation, legal counsel) incurred in connection with the preparation,
      execution and the consummation of this letter agreement and the Formal
      Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5 .    This
      letter agreement and the Formal Agreement will be interpreted in accordance
      with
      the laws of the State of Nevada and will enure to the benefit of and be binding
      upon Dhanoa and OVERSEAS, and their respective heirs, successors and permitted
      assigns.

    


    6.  All
      information provided and to be provided to Dhanoa by OVERSEAS is and shall
      be
      complete and accurate in all material respects and does not and shall not omit
      to state any material fact necessary so that the statements made, in light
      of
      the circumstances under which they are made, are not or shall not be misleading.
      To the best of the OVERSEAS knowledge, there are no actions, proceedings, suits
      or investigations pending or threatened against or involving the PROMENASA
      or
      any of its affiliates, including, without limitation, actions, proceedings,
      suits or investigations by any federal, provincial, state, self-regulatory
      organization.

    


    7.  OVERSEAS
      shall indemnify Dhanoa and save it harmless from and against any and all claims,
      actions, damages, liabilities and expenses arising from previous operators
      of
      PROMENASA or
      in
      connection with the previous operator's activities and
      non-activities.

    


    8.  Dhanoa
      and OVERSEAS agree to sign such further and other deeds and documents, including
      without limitation, the Formal Agreement and to give such further and other
      assurances as may be necessary to fully implement this letter
      agreement.

    


    If
      the
      foregoing accurately sets forth your understanding of our agreement, please
      sign
      this letter agreement where indicated below, which will then form a binding
      agreement between us, subject only to the terms and conditions aforesaid. We
      will then immediately begin preparation of the Formal Agreement.

    


    Yours
      truly,

    


    Dhanoa
      Minerals Ltd..

    


    Per: Paul
      Roberts

             

     

    President

    


    ACCEPTED
      AND AGREED TO THIS 20th
      DAY OF  December,
      2006:

    


    Overseas
      Mining, S.A.

     

    Per: Francisco
      Carrano

     

     

     President