---

AMENDED AND RESTATED SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made effective as of the 9th day of
September, 2008 (the Effective Date).

BETWEEN:

> PANTERA PETROLEUM INC., a Nevada corporation,
>           of 111 Congress Avenue, Suite 400, Austin, Texas, USA 78701
>         (Pubco)

AND:

> ARTEMIS ENERGY PLC (formerly Pantera Oil and Gas
>           PLC), a company registered in England, of 15 Poland Street, London,
>           England, W1F 8QE
>         (Artemis)

AND:

> AURORA PETROLEOS SA, a company registered in
>           Paraguay, of 1430 Charles de Gaulle, Villa Mora 1885 Asuncion, Paraguay
>         (Aurora)

AND:

> BOREAL PETROLEOS SA, a company registered in
>           Paraguay, of 390 R1 4 Curupayty, Mariscal Estigaribia 1864 Asuncion,
>           Paraguay
>         (Boreal)

WHEREAS:

A. ****On November 21, 2007, as amended March 17, 2008 and July 30, 2008,
Pubco, Artemis, Aurora and Boreal entered into a Share Purchase Agreement (the
Purchase Agreement), whereby Pubco agreed to issue 4,000,000 common
shares of Pubco to Artemis and to pay $25,000 to each of Aurora and Boreal, for
an aggregate payment of $50,000, as consideration for the right to purchase up
to 85% of the outstanding shares of each of Aurora and Boreal;

B. ****The Purchase Agreement provides for, among other things, the payment by
Pubco to each of Aurora and Boreal of certain amounts on or before specified
dates in order for Pubco to acquire shares of each Aurora and Boreal; and

1

---

C. ****Pubco, Artemis, Aurora and Boreal have agreed to amend and restate the
terms of the Purchase Agreement on the terms and conditions of this Agreement.

THEREFORE,in consideration of the covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
covenant and agree as follows:

1.DEFINITIONS AND INTERPRETATION

1.1Restatement

This Agreement hereby amends and restates the Purchase
Agreement such that the Purchase Agreement is replaced in its entirety by this
Agreement.

1.2Definitions

The following terms have the following meanings, unless context
indicates otherwise:

| | (a) | Agreement means this agreement and any amendment
      or variation hereto made in accordance with the provisions hereof,
      including all schedules, appendices and any instruments or agreement
      supplementary or ancillary hereto;                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                              
| | (b) | Business Day means a day, other than a Saturday
      or Sunday, on which banking institutions are open for business in New
      York, New York, United States of America;                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                              
| | (c) | Escrow Agentmeans Clark Wilson LLP;                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                              
| | (d) | Escrow Agreement means the Escrow Agreement
      dated November 21, 2007 among Pubco, Artemis and Clark Wilson LLP, as
      Escrow Agent;                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                              
| | (e) | Pubco Warrantsmeans common share purchase
      warrants to purchase an aggregate of 2,600,000 common shares of Pubco at
      an exercise price of $0.27 per share, for a period of 5 years, and in
      accordance with Section 6.1B of this Agreement, in the form of Schedule 7
      attached hereto;
| |     |                                                                                                                                                                                                                                                                                                              
| | (f) | Regulation S means Regulation S under the
      Securities Act;                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                              
| | (g) | SEC means the Securities and Exchange
      Commission;                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                              
| | (h) | Securities Act means the United States
      Securities Act of 1933, as amended; and                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                              
| | (i) | U.S. Person has the meaning set forth in
      Regulation S.                                                                                                                                                                                                                                               

1.3Interpretation

In this Agreement, unless otherwise expressly stated or the
context otherwise requires:

2

---

| | (a) | the division of this Agreement into articles and sections
      and the further division thereof and the insertion of headings are for
      convenience of reference only and shall not affect the construction or
      interpretation of this Agreement. Unless otherwise indicated, any
      reference in this Agreement to an article, section, or schedule refers to
      the specified article or section of or schedule to this
  Agreement;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | the terms this Agreement, hereof, herein,
      hereunder and similar expressions refer to this Agreement and not to any
      particular section or other portion hereof and include any agreement or
      instrument supplementary or ancillary hereto and, unless otherwise
      indicated, a reference herein to a section is to the appropriate section
      of this Agreement;                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | words importing the singular number include the plural
      and vice versa, words importing the use of any gender include all genders,
      and words importing persons include firms and corporations and vice
      versa;                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | the word including means including, without limiting
      the generality of the foregoing; and                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | a reference to a statute is to that statute as now
      enacted or as the statute may from time to time be amended, re-enacted or
      replaced and includes any regulation, rule or policy made
    thereunder.                                                                                                                                                                                                                                    

1.4Schedules

The following schedules are attached to and form part of the
Agreement:

Schedule 1
    
      Certificate of Non U.S. ShareholderSchedule 2
    
      Wiring Instructions for Aurora and BorealSchedule 3
    
      Aurora Leases, Subleases, Claims, Capital Expenditures,Taxes of other Property InterestsSchedule 4
    
      Boreal Leases, Subleases, Claims, Capital Expenditures,Taxes of other Property InterestsSchedule 5
    
      Aurora Material ContractsSchedule 6
    
      Boreal Material ContractsSchedule 7
    
      Form of Pubco Warrant


1.5Currency

Unless otherwise indicated, references to $ or dollars in
this Agreement are to United States dollars.

2.PAYMENTS BY PUBCO

2.1Payments
by Pubco to Artemis, Aurora and Boreal

Each of Pubco, Artemis, Aurora and Boreal acknowledge and agree
that:

3

---

| | (a) | on November 21, 2007, Pubco issued 4,000,000 common
      shares of Pubco to Artemis, subject to the terms and conditions of the
      Escrow Agreement;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                         
| | (b) | on or about July 26, 2007, Pubco paid $25,000 to each of
      Aurora and Boreal, for an aggregate payment of $50,000;                                  
| |     |                                                                                                                                                         
| | (c) | on or about November 30, 2007, Pubco paid $75,000 to each
      of Aurora and Boreal, for an aggregate payment of $150,000; and                         
| |     |                                                                                                                                                         
| | (d) | on or about July 31, 2008, Pubco paid $225,000 to each of
      Aurora and Boreal, for an aggregate payment of
$450,000.                                

3.TRANSACTIONS BY ARTEMIS

3.1Transactions by Artemis

| | (a) | Artemis acknowledges and agrees that Pubco issued
      4,000,000 common shares of Pubco to Artemis pursuant to an exemption from
      the prospectus and registration requirements of the Securities Act, that
      the share certificates representing the 4,000,000 common shares of Pubco
      are endorsed with a restrictive legend, and that such shares may not be
      sold, transferred or otherwise disposed, except pursuant to an effective
      registration statement under the Securities Act, or pursuant to an
      exemption from the registration requirements of the Securities Act and in
      each case in compliance with all applicable securities laws;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | Artemis acknowledges and agrees that of the 4,000,000
      common shares of Pubco issued to Artemis, 1,400,000 common shares of Pubco
      have been released from, and 2,600,000 common shares of Pubco are held in,
      escrow pursuant to the Escrow Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | Artemis agrees to cancel the 2,600,000 common shares of
      Pubco held in escrow pursuant to the Escrow Agreement and shall provide
      Pubco and the Escrow Agent with all required documents and authorizations
      necessary to effect the cancellation of such shares;                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | Artemis represents and warrants that it owns 99.9% of the
      issued and outstanding shares of each of Aurora and Boreal free and clear
      of any and all encumbrances;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e) | Artemis agrees to issue to Pubco warrants, or options, or
      such other instrument in accordance with applicable securities laws to
      enable Pubco, on terms and conditions to be mutually agreed upon by each
      of Pubco and Artemis, to purchase:                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

4

---

| | (iii) | additional shares of Aurora in accordance with Section 6
      hereof (the  Additional Aurora Warrants); and
| | ----- | --------------------------------------------------------------------------------------------------------------
| |       |                                                                                                               
| | (iv)  | additional shares of Boreal in accordance with Section 6
      hereof (the  Additional Boreal Warrants);
and

| | (f) | except as contemplated by this Agreement,
        Artemis agrees not to:
| | --- | ------------------------------------------------------------------------
| |     |                                                                         
| |     | (i)                                                                     
| |     |                                                                         
| |     | (ii)                                                                    
| |     |                                                                         
| |     | (iii)                                                                   
| |     |                                                                         
| |     |                                                                         
| |     |                                                                         
| |     |                                                                         
| |     |                                                                         
| |     |                                                                         
| |     |                                                                         
| |     |                                                                         
| |     |                                                                         
| |     |                                                                         
| |     |                                                                         
| |     |                                                                         

4.ACKNOWLEDGEMENT AND REPAYMENT OF LOAN AMOUNTS

4.1Aurora Loan Amounts

| | (a) | Aurora acknowledges and agrees that each of Pubco and
      Artemis have lent to Aurora and Aurora is indebted to each of Pubco and
      Artemis in the following amounts:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

---

| | (i)  | Aurora is indebted to Pubco, as of the date of this
      Agreement, in the amount of $335,000; and
| | ---- | ---------------------------------------------------------------------------------------------------
| |      |                                                                                                    
| | (ii) | Aurora is indebted to Artemis, as of the date of this
      Agreement, in the amount of $221,126;  

| | (b) | Aurora agrees to issue a five year note bearing 5% simple
      interest, in a form to be mutually agreed upon by Pubco and Aurora, to
      Pubco in the amount of $335,000 representing all previous payments made by
      Pubco to Aurora up to the date of this Agreement;                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                            
| | (c) | Aurora further agrees to issue a five year note bearing
      5% simple interest, in a form to be mutually agreed upon by Pubco and
      Aurora, upon and as a condition to any payment by Pubco to Aurora, to
      Pubco in an amount equal to any payment made by Pubco to Aurora pursuant
      to this Agreement; and
| |     |                                                                                                                                                                                                                                                                                                                            
| | (d) | If at any time after the date of this Agreement there
      occurs:                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                                                                       

which results in Aurora receiving cash
proceeds, then Aurora agrees to repay Pubco and Artemis for all outstanding
amounts owing at such time as follows:

| | A. | Aurora will repay each of Pubco and Artemis equal
      payments until Pubco and Artemis each receive $221,126, plus accumulated
      interest; and                                                   
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                        
| | B. | upon repayment of the $221,126 plus accumulated interest
      to each of Pubco and Artemis, Aurora will repay to Pubco any amounts that
      Pubco has advanced to Aurora pursuant to this
Agreement.

4.2Boreal Loan Amounts

| | (a) | Boreal acknowledges and agrees that each of Pubco and
      Artemis have lent to Boreal and Boreal is indebted to each of Pubco and
      Artemis in the following amounts:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                            
| |     | (i)                                                                                                                                                                        
| |     |                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                       

6

---

| | (b) | Boreal agrees to issue a five year note bearing 5% simple
      interest, in a form to be mutually agreed upon by Pubco and Boreal, to
      Pubco in the amount of $335,000 representing all previous payments made by
      Pubco to Boreal up to the date of this Agreement;                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                            
| | (c) | Boreal further agrees to issue a five year note bearing
      5% simple interest, in a form to be mutually agreed upon by Pubco and
      Boreal, upon and as a condition to any payment by Pubco to Boreal, to
      Pubco in an amount equal to any payment made by Pubco to Boreal pursuant
      to this Agreement; and
| |     |                                                                                                                                                                                                                                                                                                                            
| | (d) | If at any time after the date of this Agreement there
      occurs:                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                                                                       

which results in Boreal receiving cash
proceeds, then Boreal agrees to repay Pubco and Artemis for all outstanding
amounts owing at such time as follows:

| | A. | Boreal will repay each of Pubco and Artemis equal
      payments until Pubco and Artemis each receive $193,041, plus accumulated
      interest; and                                                   
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                        
| | B. | upon repayment of the $193,041 plus accumulated interest
      to each of Pubco and Artemis, Boreal will repay to Pubco any amounts that
      Pubco has advanced to Boreal pursuant to this
Agreement.

5.OFFER, RIGHT TO PURCHASE AND ISSUANCE OF SHARES

5.1Offer and Right to Purchase

Subject to the terms and conditions of this Agreement, Artemis
hereby covenants and agrees to issue to Pubco the First Aurora Warrants, the
First Boreal Warrants, the Additional Aurora Warrants and the Additional Boreal
Warrants (collectively, the Warrants).

5.2Consideration

As consideration for the right to receive the Warrants from
Artemis, Pubco has agreed to issue the Pubco Warrants, in the form attached
hereto as Schedule 7. Artemis acknowledges and agrees that the Pubco Warrants
will be issued, pursuant to an exemption from the prospectus and registration
requirements of the Securities Act. As required by applicable securities law,
Artemis agrees to abide by all applicable resale restrictions and hold periods
imposed by all applicable securities legislation. All certificates representing
the Pubco Warrants issued to Artemis will be endorsed with the following legend
pursuant to the Securities Act in order to reflect the fact that

7

---

the Pubco Warrants will be issued to Artemis pursuant to an
exemption from the registration requirements of the Securities Act:

> THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED
>           IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS
>           DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES
>           ACT OF 1933, AS AMENDED (THE 1933 ACT).
>         NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
>           REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
>           UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
>           IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN
>           ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
>           TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
>           TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
>           THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
>           IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
>           TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
>           COMPLIANCE WITH THE 1933 ACT. UNITED STATES AND U.S.
>           PERSON ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

5.3Documents Required from Pantera

In connection with and as a condition to the issuance of the
Pubco Warrants, Artemis must complete and provide Pubco a Certificate of
Non-U.S. Shareholder (the Certificate), a copy of which is set out in
Schedule 1.

5.4Restricted Securities

Artemis acknowledges that the Pubco Warrants will have such
hold periods as are required under applicable securities laws and as a result
may not be sold, transferred or otherwise disposed, except pursuant to an
effective registration statement under the Securities Act, or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in each case only in accordance with all
applicable securities laws.

6.RIGHT TO PURCHASE

6.1Right to Purchase

Artemis shall issue to Pubco the Additional Aurora Warrants and
the Additional Boreal Warrants, as applicable, as follows:

| | (a) | Artemis shall issue to Pubco:
| | --- | -----------------------------

8

---

| | (i)  | Additional Aurora Warrants, which shall entitle Pubco to
      purchase 38% of the issued and outstanding shares of Aurora upon Pubco
      making a payment of $500,000 to Aurora on or before April 30, 2009
      (Aurora Investment Three), and 
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                       
| | (ii) | Additional Boreal Warrants, which shall entitle Pubco to
      purchase 35% of the issued and outstanding shares of Boreal upon Pubco
      making a payment of $500,000 to Boreal, on or before April 30, 2009
      (Boreal Investment Three); and

| | (b) | Subject to the completion of:
| | --- | -----------------------------
| |     |                              
| |     | (i)                          
| |     |                              
| |     | (ii)                         

6.1A      Adjustment to Purchase

| | (a) | Subject to Section 3.1, in the event that Pubco makes
      less than the stated investment amount to complete any of Aurora
      Investment Three or Aurora Investment Four, the percentage of the issued
      and outstanding shares of Aurora to be purchased by the Additional Aurora
      Warrants will be adjusted as follows:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A = (B/C) x D

where:

| | A | the percentage of the issued and outstanding shares of
      Aurora to be purchased by the Additional Aurora Warrants;                                                                                                                                                                       
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                              
| | B | amount of payment made by Pubco to Aurora;                                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                              
| | C | stated investment amount as specified in each of Sections
      6.1(a)(i) and (b)(i), as applicable; and                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                              
| | D | the percentage of the issued and outstanding shares of
      Aurora to be purchased by the Additional Aurora Warrants that Pubco would
      be entitled to purchase if Pubco paid the entire investment amount as
      specified in each of Sections 6.1(a)(i) and (b)(i), as
  applicable.

9

---

| | (b) | Subject to Section 6.1, in the event that Pubco makes
      less than the stated investment amount to complete any of Boreal
      Investment Three or Boreal Investment Four, the percentage of the issued
      and outstanding shares of Boreal to be purchased by the Additional Boreal
      Warrants will be adjusted as follows:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A = (B/C) x D

where:

| | A | the percentage of the issued and outstanding shares of
      Boreal to be purchased by the Additional Boreal Warrants;                                                                                                                                                                          
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                 
| | B | amount of payment made by Pubco to Boreal;                                                                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                 
| | C | stated investment amount as specified in each of Sections
      6.1(a)(ii) and (b)(ii), as applicable; and                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                 
| | D | the percentage of the issued and outstanding shares of
      Boreal to be purchased by the Additional Boreal Warrants; that Pubco would
      be entitled to receive had Pubco paid the entire investment amount as
      specified in each of Sections 6.1(a)(ii) and (b)(ii), as
  applicable.

6.1B      Warrants Issued to
Artemis

| | (a) | Upon completion of Aurora Investment Three and Boreal
      Investment Three, Pubco agrees to issue to Artemis Pubco Warrants to
      purchase 1,200,000 common shares of Pubco, which Pubco Warrants will be
      exercisable for a period of 5 years at a price of $0.27 per share;
    and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                
| | (b) | Upon completion of Aurora Investment Four and Boreal
      Investment Four, Pubco agrees to issue to Artemis Pubco Warrants to
      purchase 1,400,000 common shares of Pubco, which Pubco Warrants will be
      exercisable for a period of 5 years at a price of $0.27 per
  share.        

7.NO ISSUANCE OF SECURITIES BY AURORA OR BOREAL

7.1No
Issuance of Securities by Aurora and Boreal

Each of Artemis, Aurora and Boreal agree that, until this
Agreement is terminated, neither Aurora nor Boreal will issue, sell, offer to
issue or sell, or enter into any agreements to issue or sell any of their
respective capital stock (including any warrants, options or other rights to
purchase shares of Aurora or Boreal, as applicable).

8.USE OF FUNDS BY AURORA AND BOREAL

Each of Artemis, Aurora and Boreal covenant and agree that
Aurora and Boreal will use any and all funds paid by Pubco to each of Aurora and
Boreal, respectively, previously or in connection with this Agreement
exclusively towards the exploration and development of the concessions

10

---

held by each of Aurora and Boreal as set forth on Schedule 5
and Schedule 6, respectively, and that Aurora and Boreal will not use or
otherwise transfer such funds for any other purpose, including the payment of
existing debt, management fees, intercompany loans, dividends or any other
distributions to the shareholders of each of Aurora or Boreal, respectively.

In addition, each of Pubco, Artemis, Aurora and Boreal covenant
and agree that:

| | (a) | Aurora will:
| | --- | ------------
| |     |             
| |     | (i)         
| |     |             
| |     | (ii)        
| |     |             
| |     | (iii)       
| |     |             
| | (b) | Boreal will:
| |     |             
| |     | (i)         
| |     |             
| |     | (ii)        
| |     |             
| |     | (iii)       

9.reserved.

10.REPRESENTATIONS AND WARRANTIES OF ARTEMIS, AURORA AND BOREAL

10.1Representations and Warranties of Artemis

Artemis represents and warrants to Pubco, and acknowledges that
Pubco is relying upon such representations and warranties, in connection with
the execution, delivery and performance of this Agreement, notwithstanding any
investigation made by or on behalf of Pubco, as follows:

| | (a) | Artemis is a corporation duly organized, validly existing
      and in good standing under the laws of England;
| | --- | ---------------------------------------------------------------------------------------------------------------

11

---

| | (b) | Artemis has all requisite corporate power and authority
      to execute and deliver this Agreement and any other document(s)
      contemplated by this Agreement (collectively, the Artemis
      Documents) to be signed by Artemis and to perform its obligations
      hereunder and to consummate the transactions contemplated hereby. The
      execution and delivery of each of the Artemis Documents by Artemis and the
      consummation of the transactions contemplated hereby have been duly
      authorized by Artemis board of directors. No other corporate or
      shareholder proceedings on the part of Artemis is necessary to authorize
      such documents or to consummate the transactions contemplated hereby. This
      Agreement has been, and the other Artemis Documents when executed and
      delivered by Artemis as contemplated by this Agreement will be, duly
      executed and delivered by Artemis and this Agreement is, and the other
      Artemis Documents when executed and delivered by Artemis as contemplated
      hereby will be, valid and binding obligations of Artemis enforceable in
      accordance with their respective terms except:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | neither the execution, delivery and performance of this
      Agreement, nor the consummation of the transactions contemplated hereby,
      will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | Artemis is the registered and beneficial owner, free and
      clear of all liens, charges and encumbrances of any kind whatsoever, of
      99.9% of the issued and outstanding securities of each of Aurora and
      Boreal;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (e) | there are no written instruments, buy-sell agreements,
      registration rights or agreements, voting agreements or other agreements
      by and between or among Artemis or any other person, imposing any
      restrictions upon the transfer,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

12

---

| |     | prohibiting the transfer of or otherwise pertaining to
      the shares of each of Aurora and Boreal;                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                           
| | (f) | Artemis has the power and capacity and good and
      sufficient right and authority to transfer the legal and beneficial title
      and ownership of the shares of each of Aurora and Boreal to the Purchaser;
      and
| |     |                                                                                                                                                                                                                           
| | (g) | no person, firm, corporation or entity of any kind has or
      will have any agreement, right or option of any kind whatsoever to acquire
      any of the shares of each of Aurora and Boreal.                          

10.2Representations and Warranties of Artemis and Aurora

Artemis and Aurora, jointly and severally, represent and
warrant to Pubco, and acknowledge that Pubco is relying upon such
representations and warranties, in connection with the execution, delivery and
performance of this Agreement, notwithstanding any investigation made by or on
behalf of Pubco, as follows:

| | (a) | Aurora is a corporation duly organized, validly existing
      and in good standing under the laws of Paraguay and has the requisite
      corporate power and authority to own, lease and to carry on its business
      as now being conducted. Aurora is duly qualified to do business and is in
      good standing as a corporation in each of the jurisdictions in which
      Aurora owns property, leases property, does business, or is otherwise
      required to do so, where the failure to be so qualified would have a
      material adverse effect on the business of Aurora taken as a
  whole;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | Aurora has all requisite corporate power and authority to
      execute and deliver this Agreement and any other document contemplated by
      this Agreement (collectively, the Aurora Documents) to be signed
      by Aurora and to perform its obligations hereunder and to consummate the
      transactions contemplated hereby. The execution and delivery of each of
      the Aurora Documents by Aurora and the consummation of the transactions
      contemplated hereby have been duly authorized by Auroras board of
      directors. No other corporate or shareholder proceedings on the part of
      Aurora is necessary to authorize such documents or to consummate the
      transactions contemplated hereby. This Agreement has been, and the other
      Aurora Documents when executed and delivered by Aurora as contemplated by
      this Agreement will be, duly executed and delivered by Aurora and this
      Agreement is, and the other Aurora Documents when executed and delivered
      by Aurora as contemplated hereby will be, valid and binding obligations of
      Aurora enforceable in accordance with their respective terms
  except:
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

13

---

| | (iii) | as limited by public policy;
| | ----- | ----------------------------

| | (c) | the entire authorized capital stock and other equity
      securities of Aurora consists of 200,000,000 shares (the Aurora
      Stock). As of the date of this Agreement, there are 25,100,020 shares
      of Aurora Stock issued and outstanding. All of the issued and outstanding
      shares of Aurora Stock have been duly authorized, are validly issued, were
      not issued in violation of any pre-emptive rights and are fully paid and
      non-assessable, are not subject to pre-emptive rights and were issued in
      full compliance with the laws of Paraguay and its Constitution and
      Articles of Association. There are no outstanding options, warrants,
      subscriptions, conversion rights, or other rights, agreements, or
      commitments obligating Aurora to issue any additional shares of Aurora
      Stock, or any other securities convertible into, exchangeable for, or
      evidencing the right to subscribe for or acquire from Aurora any common
      shares of Aurora Stock. There are no agreements purporting to restrict the
      transfer of the Aurora Stock, no voting agreements, shareholders
      agreements, voting trusts, or other arrangements restricting or affecting
      the voting of the Aurora Stock;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d) | as of the Effective Date, Artemis owns 99.9% of the
      issued and outstanding shares of Aurora Stock;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (e) | the corporate records of Aurora, as required to be
      maintained by it pursuant to all applicable laws, are accurate, complete
      and current in all material respects, and the minute book of Aurora is, in
      all material respects, correct and contains all records required by all
      applicable laws, as applicable, in regards to all proceedings, consents,
      actions and meetings of the shareholders and the board of directors of
      Aurora;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (f) | neither the execution, delivery and performance of this
      Agreement, nor the consummation of the transactions contemplated hereby,
      will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

14

---

| | (iii) | violate any order, writ, injunction, decree, statute,
      rule, or regulation of any court or governmental or regulatory authority
      applicable to Aurora, any of its subsidiaries or any of their respective
      material property or assets;
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) | to the best knowledge of Aurora, there is no basis for
      and there is no action, suit, judgment, claim, demand or proceeding
      outstanding or pending, or threatened against or affecting Aurora, or
      which involves any of the business, or the properties or assets of Aurora
      that, if adversely resolved or determined, would have a material adverse
      effect on the business, operations, assets, properties, prospects, or
      conditions of Aurora taken as a whole (a Aurora Material Adverse
      Effect). There is no reasonable basis for any claim or action that,
      based upon the likelihood of its being asserted and its success if
      asserted, would have such a Aurora Material Adverse Effect;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (h) | compliance:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (i) | no filing or registration with, no notice to and no
      permit, authorization, consent, or approval of any public or governmental
      body or authority or other person or entity is necessary for the
      consummation by Aurora of the transactions contemplated by this Agreement
      or to enable Aurora to continue to conduct its                                                                                                                                                                                                                                                                                                                                                                                                      

15

---

| |     | business in a manner which is consistent with that in
      which the business is presently conducted;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (j) | Aurora does not have any subsidiaries or agreements of
      any nature to acquire any subsidiary or to acquire or lease any other
      business operations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (k) | Aurora possesses, and has good and marketable title of
      all property necessary for the continued operation of the business of
      Aurora as presently conducted and as represented to Pubco. All such
      property is used in the business of Aurora. All such property is in
      reasonably good operating condition (normal wear and tear excepted), and
      is reasonably fit for the purposes for which such property is presently
      used. All material equipment, furniture, fixtures and other tangible
      personal property and assets owned or leased by Aurora is owned by Aurora
      free and clear of all liens, security interests, charges, encumbrances,
      and other adverse claims, except as disclosed in Schedule 3;                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (l) | the assets owned by Aurora are insured under various
      policies consistent with prudent business practices. All such policies are
      in full force and effect in accordance with their terms, no notice of
      cancellation has been received, and there is no existing default by
      Aurora, or any event which, with the giving of notice, the lapse of time
      or both, would constitute a default thereunder. All premiums to date have
      been paid in full;                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (m) | each of the leases, subleases, claims or other real
      property interests (collectively, the Leases) to which Aurora is
      a party or is bound, as set out in Schedule 3, is legal, valid, binding,
      enforceable and in full force and effect in all material respects. All
      rental and other payments required to be paid by Aurora pursuant to any
      such Leases have been duly paid and no event has occurred which, upon the
      passing of time, the giving of notice, or both, would constitute a breach
      or default by any party under any of the Leases. The Leases will continue
      to be legal, valid, binding, enforceable and in full force and effect on
      identical terms following the Effective Date. Aurora has not assigned,
      transferred, conveyed, mortgaged, deeded in trust, or encumbered any
      interest in the Leases or the leasehold property pursuant
  thereto;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (n) | Schedule 5 attached hereto lists each material contract,
      agreement, license, permit, arrangement, commitment, instrument or
      contract to which Aurora is a party (each, a Contract). Each
      Contract is in full force and effect, and there exists no material breach
      or violation of or default by Aurora under any Contract, or any event that
      with notice or the lapse of time, or both, will create a material breach
      or violation thereof or default under any Contract by Aurora. The
      continuation, validity, and effectiveness of each Contract will in no way
      be affected by the consummation of the transactions contemplated by this
      Agreement. There exists no actual or threatened termination, cancellation,
      or limitation of, or any amendment, modification, or change to any
      Contract;                                                                 

16

---

| | (o) | Aurora is not a guarantor or indemnitor of any
      indebtedness of any third party, including any person, firm or
      corporation; and                                                                                                                                                                                                                                                                                                              
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (p) | No representation or warranty by Aurora in this Agreement
      nor any certificate, schedule, statement, document or instrument furnished
      or to be furnished to Pubco pursuant hereto contains or will contain any
      untrue statement of a material fact or omits or will omit to state a
      material fact required to be stated herein or therein or necessary to make
      any statement herein or therein not materially
  misleading.

10.3Representations and Warranties of Artemis and Boreal

Artemis and Boreal, jointly and severally, represent and
warrant to Pubco, and acknowledge that Pubco is relying upon such
representations and warranties, in connection with the execution, delivery and
performance of this Agreement, notwithstanding any investigation made by or on
behalf of Pubco, as follows:

| | (a) | Boreal is a corporation duly organized, validly existing
      and in good standing under the laws of Paraguay and has the requisite
      corporate power and authority to own, lease and to carry on its business
      as now being conducted. Boreal is duly qualified to do business and is in
      good standing as a corporation in each of the jurisdictions in which
      Boreal owns property, leases property, does business, or is otherwise
      required to do so, where the failure to be so qualified would have a
      material adverse effect on the business of Boreal taken as a
  whole;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | Boreal has all requisite corporate power and authority to
      execute and deliver this Agreement and any other document contemplated by
      this Agreement (collectively, the Boreal Documents) to be signed
      by Boreal and to perform its obligations hereunder and to consummate the
      transactions contemplated hereby. The execution and delivery of each of
      the Boreal Documents by Boreal and the consummation of the transactions
      contemplated hereby have been duly authorized by Boreals board of
      directors. No other corporate or shareholder proceedings on the part of
      Boreal is necessary to authorize such documents or to consummate the
      transactions contemplated hereby. This Agreement has been, and the other
      Boreal Documents when executed and delivered by Boreal as contemplated by
      this Agreement will be, duly executed and delivered by Boreal and this
      Agreement is, and the other Boreal Documents when executed and delivered
      by Boreal as contemplated hereby will be, valid and binding obligations of
      Boreal enforceable in accordance with their respective terms
  except:
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

17

---

| | (c) | the entire authorized capital stock and other equity
      securities of Boreal consists of 200,000,000 shares (the Boreal
      Stock). As of the date of this Agreement, there are 25,100,020 shares
      of Boreal Stock issued and outstanding. All of the issued and outstanding
      shares of Boreal Stock have been duly authorized, are validly issued, were
      not issued in violation of any pre-emptive rights and are fully paid and
      non-assessable, are not subject to pre-emptive rights and were issued in
      full compliance with the laws of Paraguay and its Constitution and
      Articles of Association. There are no outstanding options, warrants,
      subscriptions, conversion rights, or other rights, agreements, or
      commitments obligating Boreal to issue any additional shares of Boreal
      Stock, or any other securities convertible into, exchangeable for, or
      evidencing the right to subscribe for or acquire from Boreal any common
      shares of Boreal Stock. There are no agreements purporting to restrict the
      transfer of the Boreal Stock, no voting agreements, shareholders
      agreements, voting trusts, or other arrangements restricting or affecting
      the voting of the Boreal Stock;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d) | as of the Effective Date, Artemis owns 99.9% of the
      issued and outstanding shares of Boreal Stock;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (e) | the corporate records of Boreal, as required to be
      maintained by it pursuant to all applicable laws, are accurate, complete
      and current in all material respects, and the minute book of Boreal is, in
      all material respects, correct and contains all records required by all
      applicable laws, as applicable, in regards to all proceedings, consents,
      actions and meetings of the shareholders and the board of directors of
      Boreal;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (f) | neither the execution, delivery and performance of this
      Agreement, nor the consummation of the transactions contemplated hereby,
      will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

18

---

any of its subsidiaries or any of
their respective material property or assets;

| | (g) | to the best knowledge of Boreal, there is no basis for
      and there is no action, suit, judgment, claim, demand or proceeding
      outstanding or pending, or threatened against or affecting Boreal, or
      which involves any of the business, or the properties or assets of Boreal
      that, if adversely resolved or determined, would have a material adverse
      effect on the business, operations, assets, properties, prospects, or
      conditions of Boreal taken as a whole (a Boreal Material Adverse
      Effect). There is no reasonable basis for any claim or action that,
      based upon the likelihood of its being asserted and its success if
      asserted, would have such a Boreal Material Adverse Effect;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (h) | compliance:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (i) | no filing or registration with, no notice to and no
      permit, authorization, consent, or approval of any public or governmental
      body or authority or other person or entity is necessary for the
      consummation by Boreal of the transactions contemplated by this Agreement
      or to enable Boreal to continue to conduct its business in a manner which
      is consistent with that in which the business is presently
    conducted;                                                                                                                                                                                                                                                                                           

19

---

| | (j) | Boreal does not have any subsidiaries or agreements of
      any nature to acquire any subsidiary or to acquire or lease any other
      business operations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (k) | Boreal possesses, and has good and marketable title of
      all property necessary for the continued operation of the business of
      Boreal as presently conducted and as represented to Pubco. All such
      property is used in the business of Boreal. All such property is in
      reasonably good operating condition (normal wear and tear excepted), and
      is reasonably fit for the purposes for which such property is presently
      used. All material equipment, furniture, fixtures and other tangible
      personal property and assets owned or leased by Boreal is owned by Boreal
      free and clear of all liens, security interests, charges, encumbrances,
      and other adverse claims, except as disclosed in Schedule 4;                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (l) | the assets owned by Boreal are insured under various
      policies consistent with prudent business practices. All such policies are
      in full force and effect in accordance with their terms, no notice of
      cancellation has been received, and there is no existing default by
      Boreal, or any event which, with the giving of notice, the lapse of time
      or both, would constitute a default thereunder. All premiums to date have
      been paid in full;                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (m) | each of the leases, subleases, claims or other real
      property interests (collectively, the Leases) to which Boreal is
      a party or is bound, as set out in Schedule 4, is legal, valid, binding,
      enforceable and in full force and effect in all material respects. All
      rental and other payments required to be paid by Boreal pursuant to any
      such Leases have been duly paid and no event has occurred which, upon the
      passing of time, the giving of notice, or both, would constitute a breach
      or default by any party under any of the Leases. The Leases will continue
      to be legal, valid, binding, enforceable and in full force and effect on
      identical terms following the Effective Date. Boreal has not assigned,
      transferred, conveyed, mortgaged, deeded in trust, or encumbered any
      interest in the Leases or the leasehold property pursuant
  thereto;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (n) | Schedule 6 attached hereto lists each material contract,
      agreement, license, permit, arrangement, commitment, instrument or
      contract to which Boreal is a party (each, a Contract). Each
      Contract is in full force and effect, and there exists no material breach
      or violation of or default by Boreal under any Contract, or any event that
      with notice or the lapse of time, or both, will create a material breach
      or violation thereof or default under any Contract by Boreal. The
      continuation, validity, and effectiveness of each Contract will in no way
      be affected by the consummation of the transactions contemplated by this
      Agreement. There exists no actual or threatened termination, cancellation,
      or limitation of, or any amendment, modification, or change to any
      Contract;                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (o) | Boreal is not a guarantor or indemnitor of any
      indebtedness of any third party, including any person, firm or
      corporation; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

20

---

| | (p) | no representation or warranty by Boreal in this Agreement
      nor any certificate, schedule, statement, document or instrument furnished
      or to be furnished to Pubco pursuant hereto contains or will contain any
      untrue statement of a material fact or omits or will omit to state a
      material fact required to be stated herein or therein or necessary to make
      any statement herein or therein not materially
  misleading.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11.REPRESENTATION AND WARRANTIES OF PUBCO

11.1Representation and Warranties of Pubco

Pubco represents and warrants to Artemis and acknowledges that
Artemis is relying upon such representations and warranties in connection with
the execution, delivery and performance of this Agreement, notwithstanding any
investigation made by or on behalf of Artemis, as follows:

| | (a) | Pubco is duly incorporated, organized, validly existing
      and in good standing under the laws of the State of Nevada;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | Pubco has all requisite corporate power and authority to
      execute and deliver this Agreement and any other document contemplated by
      this Agreement (collectively, the Pubco Documents) to be signed
      by Pubco and to perform its obligations hereunder and to consummate the
      transactions contemplated hereby. The execution and delivery of each of
      the Pubco Documents by Pubco and the consummation by Pubco of the
      transactions contemplated hereby have been duly authorized by its board of
      directors and no other corporate or shareholder proceedings on the part of
      Pubco is necessary to authorize such documents or to consummate the
      transactions contemplated hereby. This Agreement has been, and the other
      Pubco Documents when executed and delivered by Pubco as contemplated by
      this Agreement will be, duly executed and delivered by Pubco and this
      Agreement is, and the other Pubco Documents when executed and delivered by
      Pubco, as contemplated hereby will be, valid and binding obligations of
      Pubco enforceable in accordance with their respective terms,
  except:
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | the entire authorized capital stock and other equity
      securities of Pubco consists of 1,200,000,000 shares of common stock with
      a par value of $0.001 (the Pubco Common Stock). As of the date of
      this Agreement, there are 94,045,655 shares of Pubco Common Stock issued
      and outstanding;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

21

---

| | (d) | neither the execution, delivery and performance of this
      Agreement, nor the consummation of the transactions contemplated hereby,
      will:                                                                                                                                              
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                 
| |     | (iii)                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                 
| | (e) | No filing or registration with, no notice to and no
      permit, authorization, consent, or approval of any public or governmental
      body or authority or other person or entity is necessary for the
      consummation by Pubco of the transactions contemplated by this
      Agreement.

12.CONFIDENTIALITY

12.1Confidentiality Obligations

Each party hereto (the Disclosing Party) agrees to
provide such information as each may reasonably request (Information)
of any other party to this Agreement (the Receiving Party), subject to
the following terms and conditions:

| | (a) | hold such Information, and ensure that it is held by its
      affiliates, in strictest confidence and will, and will ensure that its
      affiliates will, take all reasonable precautions to protect such
      Information from unauthorised access by third parties;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                          
| | (b) | ensure that such Information will not be duplicated
      (except as absolutely necessary for the purposes of the transactions
      contemplated hereby) and will operate procedures to prevent any
      unauthorised copying or distribution of such Information;     
| |     |                                                                                                                                                                                                                                                                          
| | (c) | ensure that disclosure of such Information is restricted
      solely to those affiliates of the Receiving Party who need to know the
      Information for the purposes hereof;                                                                                         
| |     |                                                                                                                                                                                                                                                                          
| | (d) | ensure that prior to the disclosure of such Information
      to any of its affiliates they are informed of the confidential nature of
      such Information;                                                                                                           
| |     |                                                                                                                                                                                                                                                                          
| | (e) | ensure that its affiliates comply with the terms of this
      Agreement with respect to such Information as if they were individually
      named in this agreement as the Receiving Party; and                                                                         
| |     |                                                                                                                                                                                                                                                                          
| | (f) | use such Information, and ensure that it is used by its
      affiliates, only for the purposes of consummating the transactions
      contemplated hereby and in particular                                                                                             

22

---

will ensure that the Information is
not used in any way that is directly or indirectly detrimental to the Disclosing
Party or any of its affiliates or so as to compete with or procure any
commercial advantage over the Disclosing Party or any of its affiliates;

Notwithstanding the foregoing, nothing herein shall prevent the
copying of Information held on a computer system, word processor or other device
capable of containing Information where such copying occurs in the usual course
of back-ups or archiving of that computer system, word processor or other device
capable of containing Information or which is otherwise not readily and
reasonably retrievable (the Irretrievable Computer Copies); provided,
that, all such Information and copies of it shall remain the sole property of
the Disclosing Party or its Related Party which disclosed it or on whose behalf
it was disclosed.

12.2Exclusions to Confidentiality Obligations

The Information shall not include any information which:

| | (a) | was previously known to the Receiving Party or any of its
      affiliates (without, to its knowledge, the breach by any person of any
      obligation of confidentiality);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | is or becomes publicly available (other than as a result
      of a breach of the terms of this Agreement);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | is independently developed or acquired by the Receiving
      Party or any of its affiliates (without, to its knowledge, the breach by
      any person of any obligation of confidentiality);                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d) | is trivial or obvious or otherwise clearly of a
      non-confidential nature (but, for the avoidance of doubt, no Information
      shall be deemed to fall within this paragraph (d) if it is marked as
      confidential by the Disclosing Party or any of its affiliates or if it
      shall be clearly identified at the time of disclosure as
    confidential);                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (e) | the Receiving Party may make a particular disclosure of
      Information if that disclosure is approved by the Disclosing Party in
      writing prior to its disclosure; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (f) | the Receiving Party shall not be liable for disclosure of
      Information to the extent it is required by law or by any regulatory
      authority or the rules of any stock exchange to which the Receiving Party
      or any of its affiliates is subject, provided however that the Receiving
      Party shall, if it is reasonably able to do so, give notice first to the
      Disclosing Party and co-operate with the Disclosing Party, so far as it is
      reasonably able to do so, so that an order protecting or safeguarding such
      Information, if appropriate or possible, may be sought by the Disclosing
      Party or any of its affiliates.

Neither anything contained in this Agreement nor the disclosure
of Information shall be construed as:

23

---

| | (g) | granting or conferring any rights, express or implied by
      licence or otherwise, in or under any Information or other rights owned or
      controlled by a party or any of its affiliates;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                
| | (h) | creating any requirement to provide any particular
      Information;                                                                                                                          
| |     |                                                                                                                                                                                                
| | (i) | constituting a waiver of privilege or any other rights
      that the Disclosing Party or its affiliates may have in the
      Information;                                                    
| |     |                                                                                                                                                                                                
| | (j) | creating warranties or representations of any kind in
      respect of the Information;                                                                                                        
| |     |                                                                                                                                                                                                
| | (k) | creating obligations of any kind not expressly set out in
      this agreement; or                                                                                                             
| |     |                                                                                                                                                                                                
| | (l) | restricting a party or its affiliates from using,
      disclosing, or disseminating its own proprietary or confidential
      information in any way.                                         

12.3Documents

| | (a) | Upon the Disclosing Partys written request, the
      Receiving Party shall, and shall ensure that its affiliates shall,
      immediately cease all use of the Information and shall, within 14 days
      after such request, return to the Disclosing Party or destroy or
      permanently erase all the Information (including all copies) in the
      possession or under the control of the Receiving Party or any of its
      affiliates and the Receiving Party shall no later than the expiry of such
      period of 14 days certify to the Disclosing Party (such certificate to be
      signed by a director of the Receiving Party) that all such Information has
      been so returned, destroyed or permanently erased.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | Section 11.3 shall not apply to Irretrievable Computer
      Copies or to the extent that the Receiving Party or any of its affiliates
      to whom the Information has been provided is required to retain any such
      Information by any applicable law, rule or regulation or by any competent
      judicial, governmental, supervisory or regulatory
body.                                                                                                                                                                                                                                                                                                                                                                         

13.GENERAL

13.1Entire Agreement

This Agreement supersedes any prior oral or written
understandings and agreements, and constitutes the entire agreement between the
parties, with respect to its subject matter.

13.2Amendment

No modification, amendment or waiver of any provision of this
Agreement shall be effective unless recorded in writing and signed by each of
the affected parties hereto.

24

---

13.3Governing Law

This Agreement shall in all respects be governed by and
construed in accordance with the laws of the State of Texas. The parties hereby
attorn to the exclusive jurisdiction of the Courts in the State of Texas.

13.4No
Waiver

Any failure by any party in exercising any right, power or
privilege under this Agreement shall not constitute a waiver, nor shall any
single or partial exercise preclude any further exercise of any such right,
power or privilege.

13.5Rights and Remedies

The express rights and remedies provided in this Agreement do
not exclude any other rights or remedies provided by law, except to the extent
that the rights and remedies of a party are expressly excluded or restricted by
the terms of this Agreement.

13.6Severability

If any undertaking or other provision in this Agreement shall
be held to be illegal or unenforceable in whole or in part, such undertaking or
other provision or part shall to that extent be deemed not to form part of this
agreement but the enforceability of the remainder of this agreement shall not be
affected.

13.7No
Assignment

This Agreement may not be assigned by any party without the
prior written consent of each of the other parties.

13.8Notices

Any notice, consent, waiver, direction or other communication
required or permitted to be given under this Agreement by a party to any other
party hereto shall be in writing and may be given by delivering same or sending
same by facsimile transmission or by delivery addressed to the party to which
the notice is to be given at its address for service herein. Any notice,
consent, waiver, direction or other communication aforesaid will, if delivered,
be deemed to have been given and received on the date on which it was delivered
to the address provided herein (if a Business Day, if not, the next succeeding
Business Day) and if sent by facsimile transmission be deemed to have been given
and received at the time of receipt unless actually received after 5:00 p.m.
(PST) at the point of delivery, in which case it shall be deemed to have been
given and received on the next Business Day.

25

---

The address for service of each of the parties hereto shall be
as follows:

| | (a) | if to Pubco:                                                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                 
| |     | Pantera Petroleum Inc.                                                                                          
| |     | 111 Congress Avenue, Suite 400                                                                                  
| |     | Austin, Texas 78701                                                                                             
| |     | Attention: Chris Metcalf, President Fax No.: (512)
      391-3869                                               
| |     |                                                                                                                 
| |     | with a copy to:                                                                                                 
| |     |                                                                                                                 
| |     | Clark Wilson LLP                                                                                                
| |     | 800  885 West Georgia Street                                                                                   
| |     | Vancouver, BC V6C 3H1 Attention: Virgil Hlus Fax
      No.: (604) 687-6314                                      
| |     |                                                                                                                 
| | (b) | if to Artemis:                                                                                                  
| |     |                                                                                                                 
| |     | 15 Poland Street                                                                                                
| |     | London, England W1F 8QE                                                                                         
| |     |                                                                                                                 
| |     | Attention: Max Patel, Director Fax No.: 44 20 7440
      1821                                                   
| |     |                                                                                                                 
| | (c) | if to Aurora and Boreal, with a copy to
Artemis:                                                                
| |     |                                                                                                                 
| |     | 1430 Charles de Gaulle Villa Mora 1885 Asuncion
      Paraguay Attention: George Botha Fax No.: 595 21 605
  718

13.9Execution
in Counterparts

This Agreement may be executed in identical counterparts, each
of which is and is hereby conclusively deemed to be an original and the
counterparts collectively are to be conclusively deemed to be one instrument and
receipt of a facsimile or electronic mail version of an executed signature page
by a party shall constitute satisfactory evidence of execution of this Agreement
by such party.

26

---

13.10Schedules and Exhibits

The schedules and exhibits are attached to this Agreement and
are incorporated herein.

IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the date above first written.

|**PANTERA PETROLEUM INC.** |                               | **ARTEMIS ENERGY PLC** 
|-------------------------- | ----------------------------- | -----------------------
|                           |                               |                        
|                           |                               |                        
|Per:                       | /s/
      Chris Metcalf       |                        
|                           | Name: Chris Metcalf           |                        
|                           | Title: President and Director |                        
|                           |                               |                        
|                           |                               |                        
|                           |                               |                        
|**AURORA PETROLEOS SA**    |                               | **BOREAL PETROLEOS SA**
|                           |                               |                        
|                           |                               |                        
|Per:                       | /s/
      J. Botha            |                        
|                           | Name: Jacob Jan Hendrik Botha |                        
|                           | Title: Director               |                        

27

---

SCHEDULE 1

TO THE SHARE PURCHASE AGREEMENT (THE AGREEMENT) AMONG
PANTERA PETROLEUM INC., ARTEMIS ENERGY PLC, AURORA PETROLEOS SA AND BOREAL
PETROLEOS SA

CERTIFICATE OF NON-U.S. SHAREHOLDER

In connection with the issuance of the common share purchase
warrants (the "Pubco Warrants") to purchase common shares of Pantera Petroleum
Inc. ("Pubco"), a Nevada corporation, to Artemis Energy PLC pursuant to that
certain Amended and Restated Share Purchase Agreement dated ___________________,
2008 (the "Agreement"), among Pubco, Artemis, Aurora Petroleos SA and Boreal
Petroleos SA, Artemis hereby agrees, acknowledges, represents and warrants that:

1.     
Artemis is not a U.S. Person as such term is defined by Rule 902 of Regulation
S under the United States Securities Act of 1933, as amended (U.S. Securities
Act) (the definition of which includes, but is not limited to, an individual
resident in the U.S. and an estate or trust of which any executor or
administrator or trust, respectively is a U.S. Person and any partnership or
corporation organized or incorporated under the laws of the U.S.);

2.     
none of the Pubco Warrants or the common shares of Pubco underlying the Pubco
Warrants have been or will be registered under the U.S. Securities Act, or under
any state securities or "blue sky" laws of any state of the United States, and
may not be offered or sold in the United States or, directly or indirectly, to
U.S. Persons, as that term is defined in Regulation S, except in accordance with
the provisions of Regulation S or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities
Act;

3.     
Artemis understands and agrees that offers and sales of any of the Pubco
Warrants prior to the expiration of the period specified under Regulation S
after the date of original issuance of the Pubco Warrants (such period
hereinafter referred to as the Distribution Compliance Period) shall only be
made in compliance with the safe harbor provisions set forth in Regulation 5,
pursuant to the registration provisions of the U.S. Securities Act or an
exemption therefrom, and that all offers and sales after the Distribution
Compliance Period shall be made only in compliance with the registration
provisions of the U.S. Securities Act or an exemption therefrom and in each case
only in accordance with applicable state and provincial securities laws;

4.      Artemis
understands and agrees not to engage in any hedging transactions involving any
of the Pubco Securities unless such transactions are in compliance with the
provisions of the U.S. Securities Act and in each case only in accordance with
applicable state and provincial securities laws;

5.      Artemis
is acquiring the Pubco Warrants for investment only and not with a view to
resale or distribution and, in particular, it has no intention to distribute
either directly or indirectly any of the Pubco Warrants in the United States or
to U.S. Persons;

6.      Artemis
has not acquired the Pubco Warrants as a result of, and will not itself engage
in, any directed selling efforts (as defined in Regulation S under the U.S.
Securities Act)

---

in the United States in respect of the Pubco Warrants which
would include any activities undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the
United States for the resale of any of the Pubco Warrants; provided, however,
that Artemis may sell or otherwise dispose of the Pubco Warrants pursuant to
registration thereof under the U.S. Securities Act and any applicable state and
provincial securities laws or under an exemption from such registration
requirements;

7.      the
statutory and regulatory basis for the exemption claimed for the issuance of the
Pubco Warrants, although in technical compliance with Regulation S, would not be
available if the offering is part of a plan or scheme to evade the registration
provisions of the U.S. Securities Act or any applicable state and provincial
securities laws;

8.      Artemis
has not undertaken, and will have no obligation, to register any of the Pubco
Warrants or the common shares of Pubco underlying the Pubco Warrants under the
U.S. Securities Act;

9.      Pubco
is entitled to rely on the acknowledgements, agreements, representations and
warranties and the statements and answers of Artemis contained in the Agreement
and this Certificate, and Artemis will hold harmless Pubco from any loss or
damage either one may suffer as a result of any such acknowledgements,
agreements, representations and/or warranties made by Artemis not being true and
correct;

10.      Artemis
has been advised to consult its own respective legal, tax and other advisors
with respect to the merits and risks of an investment in the Pubco Warrants and,
with respect to applicable resale restrictions, is solely responsible (and Pubco
is not in any way responsible) for compliance with applicable resale
restrictions;

11.      none
of the Pubco Warrants is listed on any stock exchange or automated dealer
quotation system and no representation has been made to the undersigned that any
of the Pubco Warrants will become listed on any stock exchange or automated
dealer quotation system, except that currently certain market makers make market
in the common shares of Pubco on the OTC Bulletin Board;

12.      Artemis
is outside the United States when receiving and executing this Agreement and is
acquiring the Pubco Warrants as principal for their own account, for investment
purposes only, and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and no other person has a direct
or indirect beneficial interest in the Pubco Warrants;

13.      neither
the SEC nor any other securities commission or similar regulatory authority has
reviewed or passed on the merits of the Pubco Warrants;

14.      the
Pubco Warrants are not being acquired, directly or indirectly, for the account
or benefit of a U.S. Person or a person in the United States;

15.     
Artemis acknowledges and agrees that Pubco shall refuse to register any transfer
of Pubco Warrants not made in accordance with the provisions of Regulation S,
pursuant to registration under the U.S. Securities Act, or pursuant to an
available exemption from registration under the U.S. Securities Act;

---

16.      Artemis
understands and agrees that the Pubco Warrants will bear the following legend:

> THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED
>           IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS
>           DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES
>           ACT OF 1933, AS AMENDED (THE 1933 ACT).
>         NONE OF THE SHARES OF COMMON STOCK HAVE BEEN REGISTERED
>           UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
>           REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN
>           THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE
>           WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO
>           AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
>           TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
>           THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
>           IN ACCORDANCE WITH APPLICABLE STATE AND PROVINCIAL SECURITIES LAWS.
>           HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY
>           NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

17.     
the address of Artemis included herein is the sole address of Artemis as of the
date of this certificate.

IN WITNESS WHEREOF, Artemis has executed this Certificate of
Non-U.S. Shareholder.

ARTEMIS ENERGY PLC



|Per:   |                | Date: ________________________________________, 2008
|------ | -------------- | ----------------------------------------------------
|Name:  | Rohan Courtney |                                                     
|Title: | Chairman       |                                                     

---

SCHEDULE 2

TO THE SHARE PURCHASE AGREEMENT (THE AGREEMENT) AMONG
PANTERA PETROLEUM INC., ARTEMIS ENERGY PLC, AURORA PETROLEOS SA AND BOREAL
PETROLEOS SA

WIRING INSTRUCTIONS FOR AURORA AND BOREAL

|Via:        | Wachovia National Bank, NY
|----------- | --------------------------
|            | 56A - PNBPUS3NNYC         
|Account:    | 57A-//2000192000712       
|To:         | Interbanco S.A. Paraguay  
|Swift       | UBBRPYPX                  
|Account:    | 59 Aurora Petroleos SA    
|Account No: | 5000691/5                 
|            |                           
|            |                           
|            |                           
|Via:        | Wachovia National Bank, NY
|            | 56A - PNBPUS3NNYC         
|Account:    | 57A-//2000192000712       
|To:         | Interbanco S.A. Paraguay  
|Swift       | UBBRPYPX                  
|Account:    | 59 Boreal Petroleos SA    
|Account No: | 5000692/2                 

---

SCHEDULE 3

TO THE SHARE PURCHASE AGREEMENT (THE AGREEMENT) AMONG
PANTERA PETROLEUM INC., ARTEMIS ENERGY PLC, AURORA PETROLEOS SA AND BOREAL
PETROLEOS SA

AURORA LEASES, SUBLEASES, CLAIMS, CAPITAL EXPENDITURES,
TAXES AND OTHER PROPERTY INTERESTS

Concession Contract between Government of the Republic of
Paraguay and Aurora Petroleum S.A., for the exploration and exploitation of
hydrocarbons in the area located in the Western Region of the Republic,
identified as Tora, Tagua and Cerro Cabrera blocks

Aurora Concession Law No 3551

The Hydrocarbon Law 779/95

Decree No 6597/05

---

SCHEDULE 4

TO THE SHARE PURCHASE AGREEMENT (THE AGREEMENT) AMONG
PANTERA PETROLEUM INC., ARTEMIS ENERGY PLC, AURORA PETROLEOS SA AND BOREAL
PETROLEOS SA

BOREAL LEASES, SUBLEASES, CLAIMS, CAPITAL EXPENDITURES,
TAXES AND OTHER PROPERTY INTERESTS

Concession Contract between Government of the Republic of
Paraguay and Boreal Petroleos S.A. for the exploration and exploitation of
hydrocarbons in an area, located in the Western Region of the Republic,
identified as Pantera and Bahia Negra blocks

Boreal Concession Law No 3478

The Hydrocarbon Law 779/95

Decree No 6597/05

---

SCHEDULE 5

TO THE SHARE PURCHASE AGREEMENT (THE AGREEMENT) AMONG
PANTERA PETROLEUM INC., ARTEMIS ENERGY PLC, AURORA PETROLEOS SA AND BOREAL
PETROLEOS SA

AURORA MATERIAL CONTRACTS

Concession Contract between Government of the Republic of
Paraguay and Aurora Petroleum S.A., for the exploration and exploitation of
hydrocarbons in the area located in the Western Region of the Republic,
identified as Tora, Tagua and Cerro Cabrera blocks

Consulting Agreement between Aurora Petroleos S.A. and Angel
Javier Facetti for the application of an Environment Management Plan.

---

SCHEDULE 6

TO THE SHARE PURCHASE AGREEMENT (THE AGREEMENT) AMONG
PANTERA PETROLEUM INC., ARTEMIS ENERGY PLC, AURORA PETROLEOS SA AND BOREAL
PETROLEOS SA

BOREAL MATERIAL CONTRACTS

Concession Contract between Government of the Republic of
Paraguay and Boreal Petroleos S.A. for the exploration and exploitation of
hydrocarbons in an area, located in the Western Region of the Republic,
identified as Pantera and Bahia Negra blocks

Consulting Agreement between Aurora Petroleos S.A. and Angel
Javier Facetti for the application of an Environment Management Plan.

---

SCHEDULE 7

TO THE SHARE PURCHASE AGREEMENT (THE AGREEMENT) AMONG
PANTERA PETROLEUM INC., ARTEMIS ENERGY PLC, AURORA PETROLEOS SA AND BOREAL
PETROLEOS SA

FORM OF PUBCO WARRANT

---