Unassociated Document


    CONTRACT

    OF
TOTAL ASSIGNMENT OF MINING

    EXPLORATION
AND EXPLOITATION

    RIGHTS
GG7-111

    


    THE
UNDERSIGNED, JOSE ENRIQUE OSORIO
OSORIO, of legal age,
identified with citizenship card number 12.097.941 issued in Neiva, who acts
according with the power of attorney given to him by Mr. JORGE ENRIQUE OSORIO
JIMENEZ, also of legal age, identified with citizenship card number 79.930.133
issued in Bogota, and JOSE DAVID OSORIO JIMENEZ, also of legal age, identified
with citizenship card number 8.161.06 issued in Envigado, 
 hereinafter referred to in this contract as THE
ASSIGNOR, and as a second
Party FERNANDO CASAS
TORRES, of legal age,
resident of Bogota, identified with citizenship card number 79.375.806, issued
in Bogota, D.C., who acts as legal representative of  ENERGÍA ANDINA
SANTANDER RESOURCES SAS, a simplified share corporation legally incorporated in
Colombia, per private document date May 27th 2010,
registered at the chamber of commerce of the same circuit under mercantile
registration number 01998177,  who for the purposes of this contract
shall be known as THE
ASSIGNEE, with the purpose
of celebrating the Total Assignment of the Rights and Obligations derived from
the Concession Contract for Exploration and Exploitation of the Mineral Coal
Deposits Number GG/-111, celebrated between the Colombian Institute of Geology
and Mining, INGEOMINAS, and THE ASSIGNOR, assignment contract that will be
ruled by the following clauses after the following previous
recitals:

     

    RECITALS

     

    
      	  	
              1.

            	
              THE ASSIGNOR
      signed with the
      Colombian Institute of Geology and Mining, the Contract for the
      Exploration and Exploitation of Mineral Coal
      Deposits.

            


    

     

    
      	  
    	
              2.

            	
              THE ASSIGNOR
      declares to be up to
      date with all obligations derived from the Mining Concession
      Contract.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
            	
              3.

            	
              In the development of the legal faculties conferred by
      Article 22 and following of Law 685 of 2001, Mining Code, and Clause
      Eleven of the concession contract quoted in Numeral Fist of the Recitals,
      the Parties filed on the same date of execution of this contract, the
      previous written warning for the acceptance of the act of assignment in
      the offices of the Colombian Institute of Geology and Mining –
      INGEOMINAS.

            


    

     

    Following
these statements,

     

    THE
PARTIES AGREE

     

    FIRST: ASSIGNEMENT: THE ASSIGNOR
declares that by means of this contract he transfers under the title of
assignment and on the way of tradition to the ASSIGNEE, expressly and
irrevocably, who acquires it under the same title and way, the totality of the
mining rights derived from the Concession Contract filed  under number
GG7-111, for the exploration and Exploitation of the Deposits of Mineral Coal,
executed on the twenty fourth (24th) day of
January two thousand and eight (2008), with the Colombian Institute of Geology
and Mining – INGEOMINAS, in favor of the ASSIGNOR for an area of TWO
THOUSAND THREE HUNDRED (2,300) HECTARES, located in the Town of San Vicente de
Chucurí, in the Department of Santander, determined by the coordinates
established in Clause Second of the quoted Concession Contract.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    PARAGRAPH ONE: Notwithstanding
the description and the capacity referred to in the Concession Contract, the
assignment is done as for a specific body.

     

    PARAGRAPH TWO: Taking into
account that simultaneously with the execution of this assignment contract,
delivery of the warning required by Article 22 of the Mining Code is made; this
contract is subject to the suspension condition related with the decision that
corresponds to be given in relation with said assignment.

     

    Nevertheless,
THE ASSIGNOR authorizes
the ASSIGNEE to advance
all procedures related with said assignment and they engage themselves to sign
the required applications and other additional documents demanded by the
corresponding authorities to formalize the assignment or the activities that by
means of this contract the ASSIGNEE is authorized to
carry out.

     

    SECOND: EFFECTIVE DATE:
Starting with the signature of this contract, THE ASSIGNOR authorizes the
ASSIGNEE to advance
prospection or exploration works that he may consider necessary, taking into
account that this contract is at the exploration stage, making the corresponding
payment for the Surface Canon due, the presentation of the reports on said
activities by way of the Basic Mining Forms and the other connected activities
that may be required to keep the mining title in accordance with the norms of
the Mining Code.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIRD: VALUE AND PAYMENT: As
compensation for the assignment of the rights derived from the Concession
Contract for the Exploration and Exploitation of the Mineral Coal Deposits
number GG/-111, THE ASSIGNEE
will pay to the ASSIGNOR
the amount of THREE HUNDRED MILLION COLOMBIAN PESOS (COL$ 300,000,000)
LEGAL MONEY, in the following way:

     

    1) 25% of
the total amount, i.e. the amount of SEVENTY FIVE MILLION COLOMBIAN PESOS (COL$
75,000,000) within the following twenty (20) working days following signature of
this document.

     

    2) The
remainder 75%, i.e. the amount of TWO HUNDRED AND TWENTY FIVE MILLION COLOMBIAN
PESOS (COL$ 225,000,000) LEGAL MONEY, within twenty (20) work days following the
date in which the right acquired by THE ASSIGNEE is registered at
the National Mining Register.

     

    FOURTH: PARTICIPATION IN THE
PRODUCTION: The ASSIGNEE recognizes in favor
of the ASSIGNOR an
additional economic benefit, after deduction of the percentage for royalties, on
the rest of the production, for the amount of two (2) dollars of the United
States of America (US$ 2), liquidated at the Market Representative Exchange Rate
on the date of payment, for each ton of extracted coal, during the initial term
of the Concession Contract for Exploration and Exploitation of Coal Mineral
Deposits identified with number GG7-111 and its renewals.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    FIFTH: ARBITRATION CLAUSE: Any
difference or controversy related with this contract, its execution or
liquidation will be subjected to the decision of arbiters following Decree 2279
of 1989, Law 446 of 1998, Decree 1818 of 1998, and other complementary
dispositions, in agreement with the following rules: a) The decision of the
tribunal will be in law. b) The tribunal will be made up by three arbiters,
unless the matter to be discussed is of a minor amount, according with the rules
of the Civil Procedure Code, in which case there will be only one arbiter; c)
internal organization of the tribunal will be subject to the rules foreseen by
the Arbitration Center of the Chamber of Commerce; d) the tribunal will operate
in the city of Bogota, D.C., at the Arbitration Center of the Bogota Chamber of
Commerce; e) term for duration of arbitration will be two (2) months, counted
from the first audience of the procedure.

     

    SIXTH: INEXISTENCE OF SALE,
LIMITATIONS, OR LIENS, AND CLEANING: THE ASSIGNOR expressly declares
that he has not promised to assign, nor has previously transferred to any other
person, partially or totally, his rights on the Concession Contract mentioned
before, and that, furthermore the latter is free from limitations or liens, and
that he is obliged to cleaning by eviction in the cases foreseen by
law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    THE ASSIGNOR manifests that if
there is a justified claim by a third party by any cause not imputable to THE ASSIGNEE to obtain payment
of the agreed amount in this contract or vis-à-vis the rights deriving from the
mining concession contract, within legal terms, THE ASSIGNOR will be
responsible before THE
ASSIGNEE and the third claimant for damages and losses caused, and he
must return immediately the amounts of money that he may have received, duly
indexed, to whose effect this contract will have executive merit for
collection.

     

    SEVEN: CONTRACTUAL DOMICILE:
The Parties indicate as contractual domicile the city of Bogota,
D.C.

     

    EIGTH: INTERPRETATION AND
INTEGRATION: In matters not foreseen in the above clauses, the norms of
the Mining, Civil, Commerce, and Civil Procedure Codes will be used in a
supplementary way.


    NINTH: NOTIFICATIONS:
Notifications foreseen in this contract must be sent to the following
addresses:

     

    THE
ASSIGNOR:

    


    THE
ASSIGNEE:

    


    c/o
Fernando Casas Torres

    Address:
Carrera 18 No. 86 A 14, Of.

    403,
Bogota D.C.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

    TENTH: PREVALENCE OF THE
CONTRACT: This agreement contains the totality of the obligations and
rights of the parties in relation with the assignment of the rights to the
Concession Contract  mentioned before, and replaces and finishes any other
communication, agreement, or previous contract between the parties in relation
with the same object, whether expressed in written or oral form.

    


    ELEVENTH: PRESERVATION OF RIGHTS: THE
ASSIGNEE engages himself to diligently and timely execute all the
obligations derived from the concession contract that is object of this
agreement, and for that purpose he engages himself in an express and irrevocable
way to develop all necessary actions to preserve the exploration and
exploitation rights of the coal deposit transferred by THE ASSIGNOR.

    
In the
case when extinction of the rights contained in the Concession Contract for the
Exploration and Exploitation of Coal Mineral Deposits is declared by grave cause
imputable to the ASSIGNEE, the latter will be
responsible to the ASSIGNOR for the damages and
losses caused.

    


    TWELFTH: NOTARIAL AND REGISTRATION
EXPENSES: Expenses caused by legalization of this contract, and those
required for its registration will be covered by THE ASSIGNEE.

    


    The
Parties state that they read the contract contained in this instrument and that
therefore they sign it as proof of their acceptance, recognizing its content and
legalizing their signatures before a Notary Public on a date that will be the
same as the date of signature of the contract; in the event when there exist
different dates, the latest one will prevail over the others.

    


    THE
ASSIGNOR 

    /s/ Jose Enrique
Osorio Osorio

    


    THE
ASSIGNEE

    /s/ Fernando Casas