exhibit10_7.htm


    


     

    Deed

     

    De Beira
Goldfields Inc

     

    De
Beira

     

     

    Windy
Knob Resources Limited

    ACN 122
471 234

     

    Windy
Knob

     

     

    Goldplata
Resources Inc

     

    Goldplata
Resources

     

     

    Goldplata
Resources Sucursal-Colombia

     

    Goldplata
Colombia

     

     

    Goldplata
Mining International Corporation

     

    Goldplata
Mining

     

    
      
         

      

      
        Page
- 1

        
          

        

      

      
         

      

    

    


     

    Contents

     

     

    
      	
              1.

            	
              Definitions
      and interpretation 

            	
               

            


    

     

    
      	
               
      

            	
              1.1

            	
              Definitions 

            	
               

            


    

    
      	
               
      

            	
              1.2

            	
              Defined
      Terms in Schedule 1 

            	
               

            


    

    
      	
               
      

            	
              1.3

            	
              Interpretation 

            	
               

            


    

     

    
      	
              2.

            	
              New
      Agreement 

            	
               

            


    

     

    
      	
               
      

            	
              2.1

            	
              Grant of
      Option 

            	
               

            


    

    
      	
               
      

            	
              2.2

            	
              Additional
      5% interest 

            	
               

            


    

    
      	
               
      

            	
              2.3

            	
              Exploration
      Expenditure 

            	
               

            


    

    
      	
               
      

            	
              2.4

            	
              Technical
      Review Group 

            	
               

            


    

    
      	
               
      

            	
              2.5

            	
              Operator
      cash calls 

            	
               

            


    

    
      	
               
      

            	
              2.6

            	
              Jurisdiction
      and governing law 

            	
               

            


    

    
      	
               
      

            	
              2.7

            	
              Inconsistency 

            	
               

            


    

     

    
      	
              3.

            	
              Releases
      and indemnities 

            	
               

            


    

     

     

    
      	
              4.

            	
              Consent to
      assignment 

            	
               

            


    

     

     

    
      	
              5.

            	
              General 

            	
               

            


    

     

    
      	
               
      

            	
              5.1

            	
              Confidentiality 

            	
               

            


    

    
      	
               
      

            	
              5.2

            	
              Further
      acts 

            	
               

            


    

    
      	
               
      

            	
              5.3

            	
              Notices 

            	
               

            


    

    
      	
               
      

            	
              5.4

            	
              Notice to
      Windy Knob under the New
      Agreement 

            	
               

            


    

    
      	
               
      

            	
              5.5

            	
              Costs and
      stamp duty 

            	
               

            


    

    
      	
               
      

            	
              5.6

            	
              Amendments 

            	
               

            


    

    
      	
               
      

            	
              5.7

            	
              Assignment 

            	
               

            


    

    
      	
               
      

            	
              5.8

            	
              Entire
      agreement 

            	
               

            


    

    
      	
               
      

            	
              5.9

            	
              Counterparts 

            	
               

            


    

    
      	
               
      

            	
              5.10

            	
              Governing
      law and jurisdiction 

            	
               

            


    

     

    
      	
               
      

            	
              Schedule 1 - Titiribi
      Agreement

            


    

     

    


     

    
      
         

      

      
        Page
- 2

        
          

        

      

      
         

      

    

    


     

    Deed
made on       January 2008

     

    
      	
              Parties

            	
              De
      Beira Goldfields Inc of 30 Ledgar Road, Balcatta, Western
      Australia

            


    

     

    ("De Beira")

     

    Windy
Knob Resources Limited ACN
122 471 234 of Level 17, Exchange Plaza, 2 The Esplanade, Perth,
Western Australia

     

    ("Windy Knob")

     

    Goldplata
Mining International Corporation of care of 9 Lotissement Mont Joyeux,
Cayenne, French Guiana

     

    ("Goldplata
Mining")

     

    Goldplata
Resources Inc of care of 9 Lotissement Mont Joyeux, Cayenne, French
Guiana

     

    ("Goldplata
Resources")

     

    Goldplata
Resources Sucursal-Colombia of care of Calle 33AA No. 80C-18 La
Castellana Medellin, Antioquia, Colombia

     

    ("Goldplata
Colombia")

     

    (Goldplata
Resources and Goldplata Colombia being collectively the " Owners" and each an "Owner")

     

    Background

     

    
      	
              A.  

            	
              The
      Owners own the Titiribi Project.

            


    

     

    
      	
              B.  

            	
              By
      a notice of termination dated 26 October 2007 ("Notice of Termination"),
      the Owners terminated the Titiribi
  Agreement.  

            


    

     

    
      	
              C.  

            	
              De
      Beira disputes the validity of the Notice of
  Termination.

            


    

     

    
      	
              D.  

            	
              In
      consideration of De Beira giving certain releases, the Owners have agreed
      with De Beira to enter into the New
Agreement.

            


    

     

    
      	
              E.  

            	
              De
      Beira wishes to  assign its right, title and interest in the New
      Agreement to Windy Knob.

            


    

     

    
      	
              F.  

            	
              The
      Owners consent to the assignment of the New Agreement on the terms and
      conditions set out in this Deed.

            


    

     

    Operative
provisions

     

    
      
        	
                1.  

              	
                Definitions
      and interpretation

              


      

       

      


    

    
      	
              1.1  

            	
              Definitions

            


    

     

    In this
Deed:

     

     "Assignment" has the meaning
given in Clause 4(a) of this Deed.

     

     "Business Day" means a day
which is not a Saturday, Sunday or gazetted public holiday in the State of
Western Australia.

     

    
      
         

      

      
        Page
- 3

        
          

        

      

      
         

      

    

     "Cash Call Default Notice" has
the meaning given in Clause 2.5(d) of this Deed.

     

     "Deed" means this Deed,
including Schedule 1.

     

     "Force Majeure" means any act,
event or cause (other than lack of funds) which is beyond the reasonable control
of the parties including, without limitation:

     

    
      	
              (a)  

            	
              act
      of God, peril of the sea, accident of navigation, war, sabotage, riot,
      insurrection, civil commotion, national emergency (whether in fact or
      law), martial law, fire, lightning, flood, cyclone, earthquake, landslide,
      storm or other adverse weather conditions, explosion, power shortage,
      strike or other labour difficulty (whether or not involving employees of
      the Participant concerned), epidemic, quarantine, radiation or radioactive
      contamination;

            


    

     

    
      	
              (b)  

            	
              action
      or inaction of any government or governmental or other competent authority
      (including any court of competent jurisdiction) including expropriation,
      restraint, prohibition, intervention, requisition, requirement, direction
      or embargo by legislation, regulation, decree or other legally enforceable
      order; and

            


    

     

    
      	
              (c)  

            	
              breakdown
      of plant, machinery or equipment or shortages of labour, transportation,
      fuel, power or plant, machinery, equipment or
  material.

            


    

     

     "New Agreement" means the
agreement between the Owners and De Beira created by Clause 2 of this Deed
relating to the grant by the Owners to De Beira of an option to earn an interest
in the mineral rights held by Goldplata Colombia in the Titiribi copper and gold
project on substantially the same terms as the Titiribi Agreement, subject to
the amendments set out in Clause 2 of this Deed.

     

     "Notice" has the meaning given
in Clause 5.3(a) of this Deed.

     

     "Notice of Termination" has the
meaning given in Recital B.

     

    "Related Body Corporate" has
the meaning given in section 9 of the Corporations Act 2001
(Cth).

     

    "Related Entity" has the
meaning given in section 9 of the Corporations Act 2001
(Cth).

     

     "Titiribi Agreement"  means the agreement
between the Owners and De Beira constituted by a letter dated 6 May 2006, under
which the Owners granted De Beira the right to earn an interest in the mineral
rights held by Goldplata Colombia in the Titiribi copper and gold project in the
form annexed in Schedule 1.

     

    
      	
              1.2  

            	
              Defined
      Terms in Schedule 1

            


    

     

    Terms
that are not defined in Clause 1.1 of this Deed have the same meanings given in
the Titiribi Agreement.

     

    
      	
              1.3  

            	
              Interpretation

            


    

     

    In this
Deed, unless the context otherwise requires:

     

    
      	
              (a)  

            	
              headings
      are not relevant to interpretation;

            


    

     

    
      	
              (b)  

            	
              the
      recitals and Schedules to this Deed form part of it and references to
      recitals, Schedules or clauses are to recitals or Annexures to, or clauses
      of, this Deed;

            


    

     

    
      	
              (c)  

            	
              a
      reference to a document (including this Deed) is a reference to that
      document as amended, supplemented or replaced from time to
      time;

            


    

     

    
      
         

      

      
        Page
- 4

        
          

        

      

      
         

      

    

    
      	
              (d)  

            	
              a
      reference to legislation includes any amendment to it and all subordinate
      legislation;

            


    

     

    
      	
              (e)  

            	
              the
      singular includes the plural (and vice versa), and words of any gender
      include the corresponding words of the other
  genders;

            


    

     

    
      	
              (f)  

            	
              where
      a word or phrase is given a defined meaning, any other part of speech or
      grammatical form of that word or phrase has a corresponding
      meaning;

            


    

     

    
      	
              (g)  

            	
              the
      word "includes" in
      any form is not a word of
limitation;

            


    

     

    
      	
              (h)  

            	
              if
      any day appointed or specified by this Deed for the payment of any money
      or doing of any thing falls on a day which is not a Business Day, the day
      so appointed or specified shall be deemed to be the next Business
      Day;

            


    

     

    
      	
              (i)  

            	
              references
      to "agree", "approve" or "consent" are to
      agreement, approval or consent (as the case may be) in
      writing.

            


    

     

    
      
        	
                2.  

              	
                New
      Agreement

              


      

       

      


    

    
      	
              2.1  

            	
              Grant
      of Option

            


    

     

    The
Owners grant to De Beira an option to earn a 65% Ownership Interest in the
mineral rights held by Goldplata Columbia in the Titiribi Project on the same
terms as the Titiribi Agreement (unless amended by the following provisions of
Clause 2 of this Deed).

     

    
      	
              2.2  

            	
              Additional
      5% interest

            


    

     

    De Beira
and the Owners acknowledge and agree that De Beira has waived its right to earn
an additional 5% interest in the Titiribi Project.  Clause 5 of the
Titiribi Agreement is hereby deleted.

     

    
      	
              2.3  

            	
              Exploration
      Expenditure

            


    

     

    
      	
              (a)  

            	
              The
      Owners acknowledge and agree that, prior to the issuing of the Notice of
      Termination, De Beira paid US$1,000,000 under the Titiribi Agreement in
      relation to the first year of the Option Period, in satisfaction of the
      obligation contained in the second paragraph of Clause 2 of the Titiribi
      Agreement.

            


    

     

    
      	
              (b)  

            	
              Subject
      to clause 2.3(c), to maintain the Option, De Beira must
    pay:

            


    

     

    
      	
              (i)  

            	
              Exploration
      Expenditures on the Project and the Property of at least US$1,000,000 not
      later than 6 May 2008; and

            


    

     

    
      	
              (ii)  

            	
              Exploration
      Expenditures on the Project and the Property of at least an additional
      US$3,500,000 not later than 6 May
2009.

            


    

     

    The third
and fourth paragraphs of Clause 2 of the Titiribi Agreement are hereby
deleted  The reference to US$8,000,000 in paragraph 5 of Clause 2 of
the Titiribi Agreement shall be taken to be a reference to the sum of
US$4,500,000.

     

    
      	
              (c)  

            	
              If
      as a result of Force Majeure the Exploration Expenditures specified in
      clauses 2.3(b)(i) or (ii), wholly or in part, cannot be incurred by the
      dates referred to in clauses 2.3(b)(i) or (ii), the parties agree to
      negotiate in good faith to extend such date(s) taking into account the
      probable extent to which the Exploration Expenditure is be unable to be
      incurred or will be delayed in being incurred as a result of the Force
      Majeure.

            


    

     

    
      
         

      

      
        Page
- 5

        
          

        

      

      
         

      

    

    
      	
              2.4  

            	
              Technical
      Review Group

            


    

     

    
      	
              (a)  

            	
              References
      to the "Exploration Committee" in the Titiribi Agreement shall be replaced
      with the references to the "Technical Review
  Group".

            


    

     

    
      	
              (b)  

            	
              De
      Beira and the Owners are each entitled to appoint one representative to
      the Technical Review Group and must, as soon as practicable after the date
      of this Deed, nominate a person to be a representative by notice to the
      other party. The representative of De Beira will have majority voting
      rights and a casting vote at meetings of the Technical Review
      Group.

            


    

     

    
      	
              (c)  

            	
              The
      Technical Review Group must meet at least four times per year, or as
      otherwise agreed by De Beira and the Owners.  The first meeting
      of the Technical Review Group must occur by 31 January 2008 (or such later
      date agreed by the Owners and De
Beira).

            


    

     

    
      	
              (d)  

            	
              A
      quorum for a meeting of the Technical Review Group shall be at least one
      representative of De Beira and one representative of the
      Owners.

            


    

     

    
      	
              (e)  

            	
              The
      Technical Review Group shall not be responsible for making cash calls for
      Exploration Expenditures on De
Beira.

            


    

     

    
      	
              (f)  

            	
              Except
      as provided for in clause 2.4(e) of this Deed, in all other respects the
      duties of the Technical Review Group will include the responsibilities of
      the Exploration Committee as contemplated in the Titiribi Agreement,
      including the establishment of the programme and budget and supervising
      and reviewing the work of the
Operator.

            


    

     

    
      	
              (g)  

            	
              Each
      program and budget prepared and approved by the Technical Review Group
      must be sufficient to comply with any requirements of Colombian law, keep
      the Project in good standing and maintain land access to the
      Project.

            


    

     

    
      	
              (h)  

            	
              If
      by May 6 2008 the Technical Review Group fails to meet to determine a
      program and budget of Expenditure, or fails to approve a program and
      budget that meets the requirements of clause 2.4(g) of this Deed for the
      forthcoming 12 months, the Operator shall prepare a program and budget
      that meets the requirements of clause 2.4(g) of this Deed and the Operator
      may make cash calls on De Beira against the program and
      budget.

            


    

     

    
      	
              (i)  

            	
              The
      Chairman of the Technical Review Group will be a representative of De
      Beira.  The Chairman must give approval in writing, on behalf of
      the Technical Review Group, of any expenditure beyond an approved program
      or budget before such expenditure is incurred, except in the case of
      emergency expenditure involving any actual or reasonably apprehended
      damage to the Project or injury or loss of
life.

            


    

     

    
      	
              2.5  

            	
              Operator
      cash calls

            


    

     

    
      	
              (a)  

            	
              Goldplata
      Colombia is the Operator of the Project.  Goldplata Colombia may
      not be removed as Operator during the Option
  Period.

            


    

     

    
      	
              (b)  

            	
              The
      Operator may make cash calls on De Beira for the purposes
    of:

            


    

     

    
      	
              (i)  

            	
              meeting
      the estimated expenses of the programs, budgets and any Exploration
      Expenditure approved by the Technical Review
  Group;

            


    

     

    
      	
              (ii)  

            	
              complying
      with Clause 10 of the Titiribi Agreement;
and

            


    

     

    
      
         

      

      
        Page
- 6

        
          

        

      

      
         

      

    

    
      	
              (iii)  

            	
              complying
      with Colombian law, keeping the Project in good standing and maintaining
      land access to the Project.

            


    

     

    For the
avoidance of doubt, the Operator may not make cash calls on De Beira for any
purposes other than those set out above.

     

    
      	
              (c)  

            	
              De
      Beira must pay the funds required by a cash call within 14 days of
      receiving the cash call.

            


    

     

    
      	
              (d)  

            	
              If
      De Beira fails to pay a cash call when due, the Owners may give De Beira a
      notice of default, specifying the amount of the cash call due ("Cash Call Default
      Notice").

            


    

     

    
      	
              (e)  

            	
              If
      De Beira fails to pay the cash call within 14 days of receiving the Cash
      Call Default Notice (or such later period as the Owners may agree) then,
      without prejudice to any other remedies which the Owners may have, the
      Owners may terminate the New Agreement.  If the Owners terminate
      the New Agreement for failure to pay a cash call or failure to meet
      Exploration Expenditure requirements under Clause 2.3(b) of this Deed, the
      Owners will be under no further obligation or liability to De Beira
      whatsoever in respect of the New Agreement, including any claim in respect
      of funds previously contributed by De Beira to the Owners for the purposes
      of the Titiribi Project.

            


    

     

    
      	
              2.6  

            	
              Jurisdiction
      and governing law

            


    

     

    Clause
25(h) of the Titiribi Agreement is hereby deleted.  The New Agreement
shall be governed by and construed in accordance with the laws from time to time
in Western Australia and the parties submit to the non-exclusive jurisdiction of
the courts of Western Australia and all courts competent to hear appeals
therefrom for all disputes arising in connection with the New
Agreement.

     

    
      	
              2.7  

            	
              Inconsistency

            


    

     

    Clause 2
of this Deed prevails to the extent of any inconsistency with the Titiribi
Agreement.

     

    
      
        	
                3.  

              	
                Releases
      and indemnities

              


      

       

      


    

    
      	
              (a)  

            	
              De
      Beira releases and discharges the Owners, their Related Bodies Corporate
      and Related Entities from all actions, suits, claims, demands, causes of
      action, costs and expenses (including any existing unsatisfied costs
      orders), legal, equitable, under statute and otherwise, and all other
      liabilities of any nature (whether or not the parties were or could have
      been aware of them) which De Beira, its Related Bodies Corporate and
      Related Entities now have, at any time had, may have, or but for this
      Deed, could or might have had, against the Owners, their Related Bodies
      Corporate and Related Entities
concerning:

            


    

     

    
      	
              (i)  

            	
              the
      Notice of Termination dated 26 October 2007 relating to the Letter of
      Understanding dated 6 May 2006 between Goldplata Corporation Limited,
      Goldplata Resources Inc., Goldplata Resources Sucursal-Columbia and De
      Beira Goldfields Inc., regarding the Titiribi
  Project;

            


    

     

    
      	
              (ii)  

            	
              the
      Notice of Termination dated 28 September 2007 relating to the Heads of
      Agreement dated 26 July 2007 between Goldplata Resources Peru S.A.C,
      Goldplata Resources Inc., Goldplata Resources Sucursal-Columbia, Goldplata
      Corporation Limited and Goldplata Mining International Corporation and De
      Beira Goldfields Inc;

            


    

     

    
      
         

      

      
        Page
- 7

        
          

        

      

      
         

      

    

    
      	
              (iii)  

            	
              the
      Notice of Termination dated 28 September 2007 relating to the Letter of
      Understanding dated 5 July 2006 between Goldplata Resources Peru S.A.C,
      Goldplata Resources Inc. and De Beira Goldfields Inc., regarding the
      Suyckutambo Project; and

            


    

     

    
      	
              (iv)  

            	
              the
      Notice of Termination dated 28 September 2007 relating to the Letter of
      Understanding dated 5 July 2006 between Goldplata Resources Peru S.A.C,
      Goldplata Resources Inc. and De Beira Goldfields Inc., regarding the
      Condoroma Project.

            


    

     

    
      	
              (b)  

            	
              To
      avoid any doubt, De Beira acknowledges and agrees that it has no right,
      title or interest in the Titiribi Project (except as provided for in
      Clause 2 of this Deed), the Suyckutambo Project, the Condoroma Project,
      the El Diablo Project, or the Acandi
Project.

            


    

     

    
      	
              (c)  

            	
              De
      Beira shall indemnify and keep indemnified the Owners, their Related
      Bodies Corporate and Related Entities against any loss arising out of,
      relating to or in connection with the matters the subject of the release
      in Clause 3(a) of this Deed.

            


    

     

    
      
        	
                4.  

              	
                Consent
      to assignment

              


      

       

      


    

    
      	
              (a)  

            	
              In
      reliance on the covenants given by Windy Knob in Clause 4(b) of this Deed,
      and subject to Windy Knob's compliance with Clause 4(b) of this Deed, the
      Owners consent to the assignment by De Beira to Windy Knob of De Beira's
      rights, title and interest conferred under Clause 2 of this Deed ("Assignment").

            


    

     

    
      	
              (b)  

            	
              Windy
      Knob must:

            


    

     

    
      	
              (i)  

            	
              immediately
      upon execution of this Deed, pay Goldplata Mining or its nominee the sum
      of US$250,000 by telegraphic transfer (which amount is non-refundable if
      the Assignment fails to complete) and provide Goldplata Mining with
      written evidence confirming the transmission of $US250,000;
      and

            


    

     

    
      	
              (ii)  

            	
              immediately
      upon completion of the Assignment, pay Goldplata Colombia or its nominee
      the sum of US$540,000 by telegraphic transfer and provide Goldplata Mining
      with a copy of the executed deed of assignment and written evidence
      confirming the transmission of
US$540,000,

            


    

     

    and
covenants with the Owners to, as from the completion of the Assignment, observe,
perform and be bound by the obligations of De Beira under the New
Agreement.

     

    
      	
              (c)  

            	
              For
      the avoidance of doubt, the amounts paid by Windy Knob under Clauses
      4(b)(i) and 4(b)(ii) of this Deed:

            


    

     

    
      	
              (i)  

            	
              provided
      it is actually subsequently received by Goldplata Mining (or its nominee),
      will be deemed to have been paid at the time when Goldplata Mining
      receives written evidence confirming the transmission of such amounts;
      and

            


    

     

    
      	
              (ii)  

            	
              shall
      contribute towards the obligations assumed under Clause 2.3(b)(i) of this
      Deed.

            


    

     

    
      	
              (d)  

            	
              If
      Windy Knob fails to comply with Clause 4(b) of this Deed or if the
      Assignment does not complete  by 5 pm Perth time on Friday 18
      January 2008 (or such later time or date as the Owners agree) then,
      without prejudice to the Owners' rights under this Deed, the New Agreement
      (and, to the extent that the Titiribi Agreement remains operative, the
      Titiribi Agreement) shall automatically terminate.  The parties
      agree that the Owners shall not be liable whatsoever as a result of the
      termination of the New Agreement (or the Titiribi Agreement, if
      applicable) under this Clause 4(d).

            


    

     

    
      
         

      

      
        Page
- 8

        
          

        

      

      
         

      

    

    
      
        	
                5.  

              	
                General

              


      

       

      


    

    
      	
              5.1  

            	
              Confidentiality

            


    

     

    
      	
              (a)  

            	
              The
      parties agree to keep confidential the existence of this Deed and, subject
      to the remainder of this Clause 5.1 of this Deed, will not disclose those
      matters other than to a Related Body Corporate or other person reasonably
      having a need to know about such matters, provided that such disclosure
      must be made on a confidential
basis.

            


    

     

    
      	
              (b)  

            	
              The
      prohibition in Clause 5.1(a) of this Deed does not apply to the extent
      that a party is required to make
disclosure:

            


    

     

    
      	
              (i)  

            	
              to
      comply with the requirements of any law or rules of an applicable stock
      exchange provided that the disclosing party seeks the prior approval of
      the other parties as to the form, content and timing of the disclosure,
      which approval:

            


    

     

    
      	
              A.  

            	
              must
      not be unreasonably withheld; and

            


    

     

    
      	
              B.  

            	
              is
      deemed to be given unless the non-disclosing party notifies the disclosing
      party in writing of its refusal to approve the disclosure within 24 hours
      of receiving notice from the disclosing party of its intended disclosure;
      or

            


    

     

    
      	
              (ii)  

            	
              for
      the purpose of obtaining any consent, authorisation, approval or licence
      from a government authority.

            


    

     

    
      	
              5.2  

            	
              Further
      acts

            


    

     

    Each
party will promptly do and perform all further acts and execute and deliver all
further documents (in form and content reasonably satisfactory to that party)
required by law or reasonably requested by any other party to give effect to
this Deed.

     

    
      	
              5.3  

            	
              Notices

            


    

     

    
      	
              (a)  

            	
              A
      notice or other communication under or in connection with this Deed
      ("Notice") must be
      in writing and may be sent by post, email or facsimile, to the postal
      address, email address or facsimile number of the relevant receiving party
      specified in Clause 5.3(d) of this Deed, or as notified from time to
      time.

            


    

     

    
      	
              (b)  

            	
              A
      Notice transmitted by facsimile in accordance with Clause 5.3(a) of this
      Deed will be deemed to have been  received by the receiving
      party when the sender's facsimile machine records that it was transmitted
      without error.

            


    

     

    
      	
              (c)  

            	
              A
      Notice transmitted by email in accordance with Clause 5.3(a) of this Deed
      will be deemed to have been received by the receiving
    party:

            


    

     

    
      	
              (i)  

            	
              on
      the date that the email was sent, where the email was sent before it is
      5pm in the time zone where the recipient was located;
  or

            


    

     

    
      
         

      

      
        Page
- 9

        
          

        

      

      
         

      

    

    
      	
              (ii)  

            	
              on
      the next Business Day after the email was sent, when the email was sent
      after 5pm in the time zone where the recipient was
  located,

            


    

     

    provided
that:

     

    
      	
              (iii)  

            	
              the
      intended recipient has not previously informed the sender that it is
      incapable of receiving emails or accessing emails at the time the email
      was sent; and

            


    

     

    
      	
              (iv)  

            	
              an
      "undeliverable receipt" has not been returned to the
    sender.

            


    

     

    
      	
              (d)  

            	
              The
      details for Notice for the parties are as
  follows:

            


    

     

    
      	
              (i)  

            	
              in
      the case of De Beira:

            


    

     

    
      	
               
      

            	
              Address:

            	
              30
      Ledgar Road, Balcatta, Western
Australia

            


    

     

    
      	
               
      

            	
              Facsimile:

            	
              +61
      8 9240 2406

            


    

     

    
      	
               
      

            	
              Email:

            	
              shahs@crcpl.com.au

            


    

     

    
      	
              (ii)  

            	
              in
      the case of Windy Knob:

            


    

     

    
      	
               
      

            	
              Address:

            	
              Level
      17, Exchange Plaza, 2 The Esplanade, Perth, Western
      Australia

            


    

     

    
      	
               
      

            	
              Facsimile:

            	
              +61
      8 9221 5107

            


    

     

    
      	
               
      

            	
              Email:

            	
              Mathew@deltasecurities.com.au

            


    

     

    
      	
              (iii)  

            	
              in
      the case of the Goldplata Mining and Goldplata
  Resources:

            


    

     

    
      	
               
      

            	
              Address:

            	
              9
      Lotissement Mont Joyeux, Cayenne, French
Guiana

            


    

     

    
      	
               
      

            	
              Facsimile:

            	
              +59
      4 594 29 85 00

            


    

     

    
      	
               
      

            	
              Email:

            	
              micheljuilland@yahoo.fr

            


    

     

    
      	
              (iv)  

            	
              in
      the case of the Goldplata Colombia:

            


    

     

    
      	
               
      

            	
              Address:

            	
              care
      of Calle 33AA No. 80C-18 La Castellana Medellin, Antioquia,
      Colombia

            


    

     

    
      	
               
      

            	
              Facsimile:

            	
              +57
      4 250 60 40

            


    

     

    
      	
               
      

            	
              Email:

            	
              gjuilland@hotmail.com
      and murielminingcorp@yahoo.com

            


    

     

    
      	
              5.4  

            	
              Notice
      to Windy Knob under the New
Agreement

            


    

     

    If the
Assignment is completed, then for the purposes of Windy Knob receiving notice
under the New Agreement, Windy Knob confirms that its details are as set out in
Clause 5.3(d)(ii) of this Deed.

     

    
      	
              5.5  

            	
              Costs
      and stamp duty

            


    

     

    
      	
              (a)  

            	
              Subject
      to Clause 5.5(b) of this Deed, the parties will each bear their respective
      legal and other costs associated with the negotiation and execution of,
      and performance of their obligations under, this
  Deed.

            


    

     

    
      
         

      

      
        Page
- 10

        
          

        

      

      
         

      

    

    
      	
              (b)  

            	
              De
      Beira will bear the costs of any stamp duty (including any penalties for
      late lodgement or non-payment of duty) assessed in relation to this Deed
      and the transactions it
contemplates.

            


    

     

    
      	
              5.6  

            	
              Amendments

            


    

     

    This Deed
may only be amended by agreement in writing between the parties.

     

    
      	
              5.7  

            	
              Assignment

            


    

     

    The
rights of the parties under this Deed are personal and cannot be assigned
without the consent of the parties except as provided for in this
Deed.

     

    
      	
              5.8  

            	
              Entire
      agreement

            


    

     

    This Deed
constitutes the entire agreement between the parties as to its subject matter
and supersedes all prior contracts, arrangements and understandings, including
the Titiribi Agreement (to the extent it is operative) and the Heads of
Agreement dated 26 July 2007 between De Beira, Goldplata Resources, Goldplata
Colombia, Goldplata Mining, Goldplata Resources Peru S.A.C. and Goldplata
Corporation Limited.

     

    
      	
              5.9  

            	
              Counterparts

            


    

     

    This Deed
may be executed in one or more counterparts (including by facsimile signature)
which, taken together, will constitute one and the same document.

     

    
      	
              5.10  

            	
              Governing
      law and jurisdiction

            


    

     

    This Deed
is governed by and construed in accordance with the laws from time to time in
Western Australia and the parties submit to the non-exclusive jurisdiction of
the courts of Western Australia and all courts competent to hear appeals
therefrom for all disputes arising in connection with this Deed.

     

    


     

    
      
         

      

      
        Page
- 11

        
          

        

      

      
         

      

    

    Schedule
1 -
Titiribi Agreement

     

    


     

     

     

     

     

     

    
      
         

      

      
        Page
- 12

        
          

        

      

      
         

      

    

    Executed
as a deed.

     

    
      	
              Executed by De Beira Goldfields Inc
      by or in the presence
      of:

            	 
      	 
      	 
      
	
              /s/ Reginald Norman
      Gillard

            	 
      	 
      	
              /s/ Klaus Peter
      Eckhoff

            
	
              Signature
      of Director

               

              Reginald
      Norman Gillard

            	 
      	 
      	
              Signature
      of Secretary/other Director

              Klaus
      Peter Eckhof

            
	
              Name
      of Director in full

            	 
      	 
      	
              Name
      of Secretary/other Director in full

            
	
               

               

              11
      Jan 08

               

            	 
      	 
      	
               

               

              11
      Jan 08

            


    

    


     

    
      	
              Executed by Windy Knob Resources Limited
      ACN 122 417 243 by or in the presence
      of:

            	 
      	 
      	 
      
	
              /s/ Mathew
Walker

            	 
      	 
      	
              /s/ Russell
      Lynton-Brown

            
	
              Signature
      of Director

               

              Mathew
      Walker

            	 
      	 
      	
              Signature
      of Secretary/other Director

               

              Russell
      Lynton-Brown

            
	
              Name
      of Director in full

            	 
      	 
      	
              Name
      of Secretary/other Director in full

            
	
               

               

              11
      Jan 08

               

            	 
      	 
      	
               

               

              11
      Jan 08

            
	
              Date

            	 
      	 
      	
              Date

            


    

    


     

    
      	
              Executed by Goldplata Resources
      Sucursal-Colombia by or in the presence
      of:

            	 
      	 
      	 
      
	
              /s/ Michel
      P. Juilland

            	 
      	 
      	
              /s/ Georges P.
      Juilland

            
	
              Signature
      of Director

               

              Michel
      P. Juilland

            	 
      	 
      	
              Signature
      of Secretary/other Director

               

              Georges
      P. Juilland

            
	
              Name
      of Director in full

            	 
      	 
      	
              Name
      of Secretary/other Director in full

            
	
               

               

              11
      Jan 08

               

            	 
      	 
      	
               

               

              11
      Jan 08

               

            
	
              Date

            	 
      	 
      	
              Date

            


    

    


    
      
         

      

      
        Page
- 13

        
          

        

      

      
         

      

    

     

    
      	
              Executed by Goldplata Resources Inc
      by or in the presence
      of:

            	 
      	 
      	 
      
	
              /s/ Michel
      P. Juilland

            	 
      	 
      	
              /s/ Georges P.
      Juilland

            
	
              Signature
      of Director

               

              Michel
      P. Juilland

            	 
      	 
      	
              Signature
      of Secretary/other Director

               

              Georges
      P. Juilland

            
	
              Name
      of Director in full

            	 
      	 
      	
              Name
      of Secretary/other Director in full

            
	
               

               

              11
      Jan 08

               

            	 
      	 
      	
               

               

              11
      Jan 08

               

            
	
              Date

            	 
      	 
      	
              Date

            


    

    


     

    
      	
              Executed by Goldplata Mining International
      Corporation by or in the presence
      of:

            	 
      	 
      	 
      
	
              /s/ Gregorio
    Pinto

            	 
      	 
      	 
      
	
              Signature
      of Director

               

              Gregorio
      Pinto

            	 
      	 
      	
              Signature
      of Secretary/other Director

            
	
              Name
      of Director in full

            	 
      	 
      	
              Name
      of Secretary/other Director in full

            
	
               

               

              11
      Jan 08

               

            	 
      	 
      	 
      
	
              Date

            	 
      	 
      	
              Date

            


    

    


     

    


     

    


     

    


     

    
      
         

      

      
        Page
- 14