exhibit10_13.htm


    Exhibit
10.13

    


     

     

    


    


    
      
         

      

      
        Exhibit
10.13 - 1

        
          

        

      

      
         

      

    


    


      ASSIGNMENT
AGREEMENT

      


      THIS ASSIGNMENT AGREEMENT dated as of the 29th day of February,
2008,

      


      BETWEEN:

      


      
        	
                 
      

              	
                SOLTERA MINING CORP., a
      company incorporated under the laws of the State of Nevada and having an
      office located at 1005 – 289 Drake Street, Vancouver, British Columbia,
      V6B 5Z5

              


      

      


      (“Soltera”)

      


      AND:

      
        	
                 
      

              	
                FABIO MONTANARI, a
      businessman with Italian Passport No. E571059 with current domicile at Via
      il Perugino 8, No. 09121 Cagliari,
Italy

              


      

      


      (the “Assignor”)

      


      WHEREAS:

      


      A.           the
Assignor has granted an option to acquire a 25% interest in certain mineral
property in Argentina (the “Claims”) pursuant to the terms
and conditions of an option agreement dated March 21, 2007 among TNR Gold Corp.,
Antonio Augustin, Giulianotti, and the Assignor (the “Eureka Option
Agreement”);

      


      B.           the
Assignor wishes to assign, and Soltera wishes to acquire, all of the Assignor’s
interest, rights, and obligations under the Eureka Option Agreement pursuant to
the terms and conditions contained in this agreement;

      


      NOW THEREFORE THIS AGREEMENT
WITNESSES that for and in consideration of $1.00 and other good and
valuable consideration paid by each party to the other, the receipt and
sufficiency of which are acknowledged, the parties covenant and agree as
follows:

      


      
        	
                1.  

              	
                The
      Assignor irrevocably assigns, grants, transfers and quit claims to and in
      favor of Soltera, as and from the Closing, the
  following:

              


      

      


      
        	
                a.  

              	
                all
      of the Assignor’s right, title and interest in and to the Eureka Option
      Agreement;

              


      

      


      
        	
                b.  

              	
                all
      of the Assignor’s obligations under the Eureka Option Agreement;
      and

              


      

      


      
        	
                c.  

              	
                any
      other benefits and advantages to be derived by the Assignor from the
      Eureka Option Agreement.

              


      

      


      
        	
                2.  

              	
                As
      consideration for the assignment of the Assignor’s interest in the Eureka
      Option Agreement, Soltera will issue 8,000,000 restricted shares of common
      stock in the capital of Soltera to the Assignor at a deemed price of
      $0.001 per share.

              


      

       

       

      
        
           

        

        
          Exhibit
10.13 - 2

          
            

          

        

        
           

        

      

      
 

      
        	
                3.  

              	
                Soltera
      agrees to be bound by the terms and conditions of the Eureka Option
      Agreement and covenants to perform all of the obligations of the Assignor
      to be performed under the Eureka Option Agreement with respect to the
      interest to be acquired by Soltera.

              


      

      


      
        	
                4.

              	
                The
      Assignor represents and warrants to Soltera
  that:

              


      

      


      
        	
                 
      

              	
                a.

              	
                The
      Assignor has the legal capacity and authority to make and perform this
      agreement and has good right, full power and absolute authority to grant
      the assignment of his interest in the Eureka Option
    Agreement.

              


      

      


      
        	
                 
      

              	
                b.

              	
                The
      Assignor has the full right, title and interest in the Eureka Option
      Agreement free of any claim or potential claim by any
    person.

              


      

      


      
        	
                 
      

              	
                c.

              	
                The
      Assignor is in full compliance with all terms and conditions of the Eureka
      Option Agreement as of Closing, including, among others, all option
      payments.  Neither the Assignor nor the other parties to the
      Eureka Option Agreement are in default of any of the terms and conditions
      under the Eureka Option Agreement.  As of Closing, no amendments
      have been made to the Eureka Option
Agreement.

              


      

      


      
        	
                 
      

              	
                d.

              	
                The
      Assignor has provided written notice to the other parties of the Eureka
      Option Agreement of the assignment of his interest in the Eureka Option
      Agreement.

              


      

      


      
        	
                 
      

              	
                e.

              	
                To
      the best of the Assignor’s knowledge, the owner of the Claims owns the
      Claims free of any claim or potential claim by any person, with the
      exception of the right, title and interest in the Claims granted to the
      Assignor pursuant to the Eureka Option Agreement, and the owner has the
      authority to option the Claims as described in the Eureka Option
      Agreement.

              


      

      


      
        	
                 
      

              	
                f.

              	
                The
      Claims and rights comprising the Claims have been duly and validly located
      and recorded and will be in good standing on
  Closing.

              


      

      


      
        	
                 
      

              	
                g.

              	
                To
      the best of the Assignor’s  knowledge, there are no
      environmental damages or claims that have been made or threatened against
      the Claims and the property that it is situated on or connected
      to.  The Assignor has at all times conducted, held and used, and
      is continuing to conduct, hold and use his affairs, business, assets and
      properties, including the Claims in accordance with, and not in violation
      of or non-compliance with any and all applicable environmental laws or any
      permits, and there is no past or present fact, condition or circumstance
      relating to the Claims or, as related to or connected with the business,
      the Assignor, or to the business that would result in any liability or
      potential liability under any environmental
law.

              


      

      


      


      
        
           

        

        
          Exhibit
10.13 - 3

          
            

          

        

        
           

        

      



      
        	
                 
      

              	
                h.

              	
                There
      is no adverse claim or challenge against or to the ownership of or title
      to the Claims, nor, to the knowledge of the Assignor, is there any basis
      therefor, and there are no outstanding agreements or options to acquire or
      purchase the Claims or any portion thereof, with the exception of this
      agreement and the Eureka Option Agreement, and no person has any royalty
      or other interest whatsoever in the development and use of the Claims,
      with the exception of the owner in accordance with the Eureka Option
      Agreement.

              


      

      


      
        	
                 
      

              	
                i.

              	
                There
      are no actions or claims, whether or not purportedly on behalf of the
      Assignor, pending, or to the knowledge of Assignor, threatened with
      respect to or in any manner affecting the Claims, and there are no
      outstanding judgements, orders, decrees, writs, injunctions, decisions,
      rulings or awards against, with respect to, or in any manner affecting,
      the Claims.

              


      

      


      
        	
                 
      

              	
                j.

              	
                The
      Assignor has been validly issued all permits for which any governmental
      body deems necessary or for which the Assignor requires by law for the
      ownership or use of the Claims or to conduct his business on the
      Claims.  The Assignor is in full compliance with and entitled to
      all of the benefits under the permits.  All permits are in full
      force and effect.  Neither any past or present fact, condition
      or circumstance that has occurred nor the signing and delivery of this
      agreement and its performance will create any right to terminate, cancel,
      modify, amend, revoke or expire any such
permit.

              


      

      


      
        	
                5.

              	
                The
      effective date of assignment of the Eureka Option Agreement will be
      February 29, 2008 (the “Closing”).

              


      

      


      
        	
                6.

              	
                At
      the Closing,

              


      

      


      
        	
                a.  

              	
                the
      Assignor will deliver to Soltera all accounting records, property reports,
      maps, drill test results, assay results, technical data and other relevant
      documents and information compiled by or in the possession of the Assignor
      with respect to the Claims; and

              


      

      


      
        	
                b.  

              	
                Soltera
      will deliver to the Assignor a share certificate representing 8,000,000
      restricted shares of common stock in the capital of Soltera registered in
      the name of the Assignor.

              


      

      


      
        	
                7.

              	
                This
      agreement will enure to the benefit of and will be binding upon the
      parties and their respective successors and
  assigns.

              


      

      


      
        	
                8.

              	
                Time
      will be of the essence of this
agreement.

              


      

      


      
        
           

        

        
          Exhibit
10.13 - 4

          
            

          

        

        
           

        

      



      
        	
                9.

              	
                The
      parties will sign such further assurances and other documents and
      instruments and do such further and other things as may be necessary to
      implement and carry out the intent of the
  agreement.

              


      

      


      


      IN WITNESS WHEREOF the parties
have signed this Assignment Agreement as of the day and year first above
written.

      


      


      Soltera
Mining Corp.

      


      Per:                      /s/
Nadwynn Sing

       

      Authorized
Signatory

      


      


      


      /s/
Fabio Montanari

       

      Fabio
Montanari

      




      
        
           


        

        
          Exhibit
10.13 - 5