EXHIBIT
4.31


MINERAL
RIGHTS PURCHASE


AND
SELLING AGREEMENT








MARLENE SOARES TAVARES,
Brazilian national, widow, accountant, holder of Brazilian ID card 1.787.273 –
SSP/PA and CPF 127.229.012-34, resident at Conjunto Stélio Maroja, Travessa
WE-1, Quadra H, Bloco 3, Ap. 101, Bairro Coqueiro, Ananindeua, State of Pará,
Zip Code 67.140-300, hereinafter referred to as MARLENE and represented by her
attorney-in-fact ANTONIO CARLOS
DA PENHA, Brazilian national, married, geologist, holder of CREA ID
1.366-D and CPF 042.256.192-49, resident at Rua Aires Saldanha, no. 13, ap. 608,
Copacabana, Rio de Janeiro, RJ, Zip Code 22.060-030, and BRAZAURO RECURSOS MINERAIS
LTDA, a limited liability company, registered before the Ministry of
Finance under CNPJ 05.943.917/0001-43, with headquarters at Av. Gov. José
Malcher, 815, salas 413 e 414, Belém, Pará, Zip Code 66.055-901, hereinafter
represented by its director, who undersigns this Agreement, and referred to as
BRAZAURO:








I      WHEREAS





A)
            MARLENE is the
      legitimate holder of the REQUEST FOR PROSPECTING MINING
      LICENSES covered by DNPMprocesses 859.127/1995 to
      859.275/1995, located in the municipality of Itaituba, State of
      Pará. The conversion of the above mentioned processes into exploration
      licenses is being assessed by DNPM’s 5th
      District in Belém-PA, and the resulting processes will remain object of
      this contract, and will be hereinafter referred to as MINERAL
      RIGHTS;





B)
            BRAZAURO is a mining
      company whose main objectives are to explore, exploit and manage mineral
      deposits for the economic use of their mineral assets and by-products, and
      who is interested in acquiring the MINERAL
      RIGHTS;





C)
            The MINERAL RIGHTS are free
      and clear of all liens, charges or limitations of ownership
      whatsoever;





D)
            MARLENE is interested in
      the cession and transfer of the MINERAL RIGHTS to BRAZAURO;





E)
            BRAZAURO is interested
      in undertaking a mineral reserves assessment and exploration program in
      the area covered by such MINERAL
      RIGHTS.





F)
            BRAZAURO may develop
      mineral exploration activities at its discretion and exclusivity during
      the term of this contract, and may assess, explore and undertake economic
      feasibility studies of mineral reserves found in the area covered by the
      MINERAL
      RIGHTS.





The Parties have
agreed to the following terms and conditions:





1.
FIRST CLAUSE - OBJECT





1.1 The object of
this agreement is the establishment of rules and conditions for the acquisition
by BRAZAURO of the
mineral rights referred to in paragraph A) of this agreement.





2.
SECOND CLAUSE - PRICE AND PAYMENT CONDITIONS





2.1 For the
acquisition of the above mentionedMINERAL RIGHTS, BRAZAURO shall pay to MARLENE the total amount of
R$2,500,000.00 (two million
five hundred thousand Brazilian reais) as follows:





2.1.1 R$75,000.00 (seventy five thousand
Brazilian reais) on signing of this agreement.














2.1.2 R$75,000.00 (seventy five thousand
Brazilian reais) within six months after the date of signature of this
agreement, upon publication in the Brazilian Official Gazette (Diario Oficial da União -
DOU) of the exploration license that resulted from the conversion of the mining
licenses object of this agreement, and also by the signature of an AGREEMENT FOR ASSIGNMENT OF MINERAL RIGHTSto BRAZAURO. In case the
publication referred to above is made after six months from the date of
signature of this agreement, the payment of such installment shall be made five
days after publication of the license in the DOU.





2.1.3 R$50,000.00 (fifty thousand Brazilian
reais) within three months after the payment referred to in paragraph
2.1.2 has been made.





2.1.4 R$50,000.00 (fifty thousand Brazilian
reais) within six months after the payment referred to in paragraph 2.1.2
has been made.





2.1.5 R$62,500.00 (sixty two thousand, five
hundred Brazilian reais) within nine months after the payment referred to
in paragraph 2.1.2 has been made.





2.1.6 R$62,500.00 (sixty two thousand, five
hundred Brazilian reais) within twelve months after the payment referred
to in paragraph 2.1.2 has been made.





2.1.7 R$75,000.00 (seventy five thousand
Brazilian reais) within fifteen months after the payment referred to in
paragraph 2.1.2 has been made.





2.1.8 R$75,000.00 (seventy five thousand
Brazilian reais) within eighteen months after the payment referred to in
paragraph 2.1.2 has been made.





2.1.9 R$150,000.00 (one hundred and fifty
thousand Brazilian reais) within twenty four months after the payment
referred to in paragraph 2.1.2 has been made.





2.1.10 R$1,825,000.00 (one million, eight
hundred and twenty five thousand Brazilian reais) within thirty months
after the payment referred to in paragraph 2.1.2 has been made, upon approval by
the DNPM of the MINERAL
RIGHTS assignment to BRAZAURO.





2.1.11 BRAZAURO shall guarantee to
MARLENE the payment
related to the results sharing of mining activities undertaken in the area
object of this agreement in an amount equivalent to 0,5% over the net smelter
return (NSR), after deduction of taxes on production and sales as
applicable.





2.1.12 The right
granted to MARLENE for
the results sharing referred to in item 2.1.11 above may be acquired by BRAZAURO at any time and at
its own discretion, for which a single payment of R$3,000,000.00 (three million
Brazilian reais) will be made.





2.2. In case of
rescission by BRAZAURO,
the amounts payable will not be collected and no payments made will be
reimbursed.





2.3 The payments
referred to in Clause 2 above will be made by BRAZAURO to
MARLENE’s  attorney-in-fact SOLANGE SIQUEIRA DA PENHA (CPF
690.373.292-68), at the current account number
24.080-X, branch number 4247-1
of Banco do Brasilin Santarém, State of Pará, and the corresponding deposit slips will
serve as payment receipts.





2.3.1 Any
alteration to the above mentioned bank information shall be made in writing to
BRAZAURO, and BRAZAURO will not be deemed
accountable for any delay or misplacement of payment resulting from the failure
to inform such change.














2.3.2 Should the
due date for any payment fall on a non-working day, then it will be due on the
first working day following the original due date. Any delays in the payments
herein specified will imply the payment of a fine corresponding to 2% of the
overdue payment and a daily interest rate of 0.25%.





THIRD
CLAUSE – DECLARATIONS AND WARRANTIES OF MARLENE





3.1 MARLENE hereby declares
and warrants that she is the only and exclusive holder of the MINERAL RIGHTS object of this
agreement and that such MINERAL
RIGHTS are free of any legal or extra-legal burden or hindrance or any
other liability, and that they are equally free of any
irregularity.





3.2 MARLENEhereby declares
and warrants on her behalf and on behalf of her successors that she will provide
whatever assistance is required for the formal transfer of the MINERAL RIGHTS object of this
agreement, as well as for the granting of the corresponding Mineral Licenses by
DNPM.





3.3 MARLENE declares and warrants
that she will keep confidential all information received as a result of this
agreement, which will be deemed restricted and owned by BRAZAURO upon signing of this
agreement, and that she will not disclose information in part or in total to
third parties.





3.4 MARLENE declares and warrants
that she will be responsible for all obligations and liabilities of any nature,
which were originated prior to the date of signature of this agreement,
including those related to non-compliance with the mineral and environmental
legislation.





3.5By the date of payment
of the last installment herein agreed to,MARLENEshall have
transferred to BRAZAURO
the areas object of this agreement, the MINERAL RIGHTS free of any
small-scale prospecting mining activities, and of third parties who are not
bound by this agreement.





FOURTH CLAUSE – DECLARATIONS AND
WARRANTIES OFBOTH PARTIES





4.1.BRAZAUROandMARLENEhereby declare and
warrant that this Agreement is signed in an irrevocably and irretractable manner
for all legal purposes, and that they will comply with whatever clauses and
conditions herein established, including those related to their successors,
except for the provisions regarding termination.





4.2 BRAZAURO and MARLENE hereby declare and
warrant that this Agreement and its annexes result from the full understanding
between the parties.





4.3 BRAZAURO and MARLENE hereby declare and
warrant that they attribute binding power over their conduct to the terms of
this Agreement in accordance with the provisions of Article 585, Sub-heading II
of the Brazilian Civil Procedure Code.





4.4 BRAZAURO and MARLENE hereby declare and
warrant that they will take action, provide information and additional
documentation, formalize any agreement required to the good implementation and
undertaking of the terms and conditions of this Agreement.





FIFTH
CLAUSE – DECLARATIONS AND WARRANTIES OF BRAZAURO





5.1 BRAZAURO hereby declares and
warrants that it will be responsible for the payment of any liabilities
corresponding to the mineral rights licenses until a decision is made regarding
the acquisition or not of these MINERAL RIGHTS.





5.2 The
responsibility of BRAZAURO shall be null and
void should it formally desist from the acquisition of the MINERAL RIGHTS object of this
Agreement in compliance with the provisions of Clause 2.2 above.











5.3 BRAZAURO commits itself to pay
the annual fees per hectare, after publication of the exploration license and
its possible extension, as long as this agreement is in force per the terms and
conditions of Clause Tenth below.





5.4 BRAZAURO commits itself to
invest a minimum of R$350,000.00 (three hundred and fifty thousand Brazilian
reais) in exploration activities in the area during the first year of contract.
In case the contract is renewed for another year, BRAZAURO commits itself to
invest a minimum of R$500,000.00 (five hundred thousand Brazilian reais) in the
second year of the contract. And, if the contract is renewed for yet another
year, BRAZAURO commits
itself to invest a minimum of R$750,000.00 (seven hundred and fifty thousand
Brazilian reais) in the third year.





5.5 The termination
of this agreement by BRAZAURO is conditioned to the
payment of the investments foreseen in Clause 5.4, year by year. In case they
are not fulfilled, BRAZAURO commits itself to pay
MARLENE in cash the
remaining or the total amount payable regarding the exploration activities
described in Clause 5.4 above.





SIXTH
CLAUSE – DURATION





6.1 This agreement
is valid from the date of signature until all conditions herein agreed upon have
been fulfilled or until BRAZAURO rescinds this
Agreement.





SEVENTH
CLAUSE – CONFIDENTIALITY





7.1 Unless
otherwise required by law, the parties shall keep the terms and conditions of
this agreement as strictly confidential, and shall not disclose information in
any way for whatever objective other than the objective herein stated.
Nevertheless, BRAZAURO
may, if deemed necessary and at its own discretion, disclose the results of the
exploration work in the Toronto-Canada Stock Exchange and in its
website.





7.2 The parties
hereby bind themselves and their employees, representatives, or service
providers to strict observance of said confidentiality and any geological,
economic or business related information that may be disclosed to
them.





EIGHTH
CLAUSE – ASSIGNMENT OF CONTRACT TO THIRD PARTIES





8.1 BRAZAURO may transfer at its
sole discretion, at any time, in part or in total, the rights and obligations
set forth in this agreement to third parties, however, MARLENE must be notified by
BRAZAURO of such
transfer.





NINTH
CLAUSE – COMMUNICATION





9.1 All notices,
communication, or documents which shall be transmitted between the Parties must
be in written form and delivered personally or by letter (AR receipt) at the
addresses informed below. The Parties are responsible for informing any change
in their addresses:





ANTÕNIO CARLOS DA
PENHA – ATTORNEY-IN-FACT


Rua Aires Saldanha,
no. 13, AP. 608 – Copacabana


22.060-030 Rio de
Janeiro – RJ





BRAZAURO RECURSOS
MINERAIS LTDA.


Av. Gov. José
Malcher, 815, salas 413 e 414


Belém -
PA





TENTH
CLAUSE – TERMINATION














10.1 BRAZAURO detains the exclusive
right to unilaterally terminate this Agreement at its own discretion provided
written notice is given to MARLENE.





10.2 The Parties
herein agree that upon termination of this Agreement, BRAZAURO will no longer be
liable to pay any installment that have not fallen due provided that MARLENE or its legal
successors receives from BRAZAURO (by hand or by AR)
the accounting report on the investments made in mineral exploration and on the
mineral exploration activities effectively undertaken, at least thirty days
before the due date of the next installment. BRAZAURO shall be freed from
the obligation to pay any form of compensation to MARLENE, and shall have no
right to the reimbursement of installments duly paid prior to the termination of
this Agreement.





10.3 Should BRAZAURO make use of its right
to terminate this Agreement in accordance with the provisions established in
this clause, BRAZAURO
will be obliged to hand over to MARLENE a written report
containing all data, information and results obtained from the exploration work
associated with the MINERAL
RIGHTS within ninety days from the date of termination.





10.4 Should BRAZAURO decide to terminate
this Agreement, BRAZAURO
shall be legally bound to transfer the MINERAL RIGHTS object of this
contract to MARLENE by
signing an Agreement for the Transfer of Mineral Rights on the date of
termination.





10.5 MARLENE will not have the
right to terminate this contract except in the case of defaulting on payment by
BRAZAURO, which declares
itself to be incapable of solving.





ELEVENTH
CLAUSE – CONCURRENCE OF THE DNPM





11.1 It is hereby
agreed and understood between the Parties that on the fulfillment of the terms
set out in this Agreement, the respective payment of the final installment
established in Clause 2 above, namely R$1,825,000.00 (one million eight
hundred and twenty five thousand Brazilian reais) shall only be made
provided final legal approval is formally granted for the definitive concession
of the MINERAL RIGHTS to
BRAZAURO and said
approval is published in the Official Gazette (DOU). The Parties further agree
that:





11.1.1 Both Parties
commit themselves to making every effort before the DNPM to ensure the regular
administration and approval of the process for the concession of the MINERAL RIGHTS object of this
Agreement.





11.1.2 The Parties
further commit themselves to make due efforts before the DNPM to ensure that the
definitive concession of the MINERAL RIGHTS is approved in
such a way to become effectively transferred to BRAZAURO.





TWELVETH
CLAUSE – DA INVALIDADE PARCIAL





12.1 The eventual
nullity, invalidity or unfeasibility of any or more provisions set out in this
Agreement shall not affect the validity and the enforceability of the other
terms, which shall remain in full force and the Parties hereby declare their
willingness to negotiate consensual adjustments to ensure the validity and
feasibility of such terms or provisions.





THIRTEENTH
CLAUSE – DO CASO FORTUITO E FORÇA MAIOR





13.1 Should BRAZAURO or its contractors be
prevented from getting access to the areas to which the MINERAL RIGHTS are associated
due to unforeseeable or unavoidable circumstances or force majeure, then the
fulfillment of the obligations taken under the terms of this Agreement shall be
suspended.





FOURTHEENTH
CLAUSE – COURTS














14.1 The Parties
agree to designate the Courts of Belém, State of Pará, for the purpose of
deciding any issue resulting from this Agreement.





IN WITNESS WHEREOF
the authorized representatives of the parties hereto have signed this Agreement
as of the date below.








Belém-PA, December
22, 2009











MARLENE
      SOARES TAVARES
            
            BRAZAURO
      RESOURCES DO BRASIL LTDA.
              Elton Luiz da Silva Pereira – General
      Manager

















ANTONIO CARLOS DA
PENHA


Attorney-in-fact











Witnesses:





Raimundo
      Siqueira da Penha
              Address:
      Aires Saldanha 13/608
              Identity Card
      # 1427885
              CPF:
      254.206.902-68
            Raquel
      Siqueira da Penha
              Address: Rua
      Aires Saldanha 13/608
              Identity Card
      # 324589-0
              CPF:
      697.396.762-00