exhibit10_5.htm


     

    


    Heads of
Agreement

     

    


     

    Goldplata
Resources Peru S.A.C.

    Goldplata
Peru

     

    Goldplata
Resources Inc.

    Goldplata
Resources

     

    Goldplata
Resources Sucursal-Colombia

    Goldplata
Colombia

     

    Goldplata
Corporation Limited

    Goldplata
Corporation

    


     

    (collectively
referred to as the Owners)

     

    and

     

     

    Goldplata
Mining International Corporation

    Goldplata
Mining

    


     

    and

     

     

    De Beira
Goldfields Inc.

    De
Beira

    


     

    


     

    


     

    


     

    


     

    The
Clayton Utz contact for this document is

    Meredith
Campion/Graeme Carlin on + 61 8 9426 8000

    Clayton
Utz

    Lawyers

    QV.1 250 St
George's Terrace Perth WA 6000 Australia

    GPO Box
P1214 Perth WA 6844

    T + 61 8
9426 8000  F + 61 8 9481 3095

    www.claytonutz.com

    Our
reference  60021/15283/80062958

     

    
      
        
        

      

      
        Page
- 1

        
          

        

      

      
        
        

      

    

     

     

    Heads
of Agreement made
at                          on                           2007

     

    
      	
              Parties

            	
              Goldplata
      Resources Peru S.A.C. care of  9 Lotissement Mont Joyeux,
      Cayenne, French Guinana ("Goldplata
      Peru")

            


    

     

    
      	
               
      

            	
              Goldplata
      Resources Inc. care of 9 Lotissement Mont Joyeux, Cayenne, French
      Guiana ("Goldplata
      Resources")

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              Goldplata
      Corporation Limited. care of Calle 33AA No. 80C-18 La Castellana,
      Medellin, Antioquia, Colombia ("Goldplata
      Corporation")

            


    

     

    
      	
               
      

            	
              (collectively
      "the
      Owners")

            


    

     

    
      	
               
      

            	
              Goldplata
      Mining International Corporation care of  9 Lotissement
      Mont Joyeux, Cayenne, French Guinana ("Goldplata
      Mining")

            


    

     

    


    
      	
               
      

            	
              AND

            


    

     

    
      	
               
      

            	
              De
      Beira Goldfields Inc. of 30 Ledgar Road Balcatta, Western Australia
      ("De
      Beira")

            


    

     

    Recitals

     

    
      	
              A.  

            	
              The
      Owners and De Beira are parties to the Project Agreements and the Titiribi
      Agreement.

            


    

     

    
      	
              B.  

            	
              Goldplata
      Resources is the holding company of the
Owners.

            


    

     

    
      	
              C.  

            	
              The
      Owners, De Beira and Goldplata Mining have
  agreed:

            


    

     

    
      	
               
      

            	
              (a)

            	
              that,
      subject to the conditions set out in this Agreement, De Beira may assign
      its rights and obligations in the Project Agreements and the Titiribi
      Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      amend the terms of  the Project Agreements in the manner set out
      in this Agreement; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      the transfer of the rights held by Goldplata Colombia in the Acandi
      Project to De Beira in accordance with the terms of this
      Agreement.

            


    

     

    The
parties agree

     

    
      
        	
                1.  

              	
                Definitions
      

              


      

       

      


    

    
      	
              1.1  

            	
              Definitions

            


    

     

    In this
Agreement:

     

     "Acandi Project" means the
contractual rights which Goldplata Colombia has under the terms of an agreement
dated December 2006 between Goldplata Colombia and Minerales del Darien S.A. and
Minerales del Acandi S.A. which relates to 5 mining concessions in the
Department of Choco in Colombia;

     

     "Agreement" means this heads
of agreement;

     

    
      
        
        

      

      
        Page
- 2

        
          

        

      

      
        
        

      

    

     "ASX" means ASX
Limited;

     

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

     

     "Condoroma Agreement" means
the Letter Agreement dated 5 July 2006 between Goldplata Peru, Goldplata
Resources and De Beira relating to the Condoroma Silver Project;

     

     "Suyckutambo Agreement" means
the Letter Agreement dated 5 July 2006 between Goldplata Peru, Goldplata
Resources and De Beira relating to the Suyckutambo Silver Project;

     

     "El Diablo Project" means the
project owned by Goldplata Peru which comprises the concessions SANDRA 104 and
105 as described in the attachment marked Annexure A;

     

     "Goldplata Colombia" means
Goldplata Resources Sucursal-Colombia, a Colombian registered branch of
Goldplata Resources;

     

     "Goldplata Corporation" means
Goldplata Corporation Limited, a wholly owned subsidiary of Goldplata
Resources;

     

     "Goldplata Mining" is the
ultimate parent company of Goldplata Resources;

     

     "Project Agreements" means
collectively the Condoroma Agreement and the Suyckutambo Agreement;
and

     

     "Titiribi Agreement" means the
Letter Agreement dated 6 May 2006 between Goldplata  Corporation,
Goldplata Resources, Goldplata Colombia and De Beira relating to the Titiribi
Copper-Gold Project.

     

    
      	
              1.2  

            	
              Defined
      Terms 

            


    

     

    Terms
that are not defined in this Agreement have the same meaning in this Agreement
as they do in the relevant Project Agreements.

     

    
      	
              1.3  

            	
              Interpretation

            


    

     

    In this
Agreement, unless the context otherwise requires:

     

    
      	
              (a)  

            	
              headings
      are not relevant to interpretation;

            


    

     

    
      	
              (b)  

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

            


    

     

    
      	
              (c)  

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

            


    

     

    
      	
              (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;

            


    

     

    
      
        
        

      

      
        Page
- 3

        
          

        

      

      
        
        

      

    

    
      	
              (h)  

            	
              if
      any day appointed or specified by this agreement 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)  

            	
              the
      expression "related body
      corporate" has the same meaning as it does in the Corporations Act
      2001 (Cth); and

            


    

     

    
      	
              (j)  

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

            


    

     

    
      
        	
                2.  

              	
                Consent
      to Assignment

              


      

       

      


    

    
      	
              2.1  

            	
              Acknowledgement

            


    

     

    The
Owners and Goldplata Mining acknowledge that De Beira proposes to assign its
legal rights and obligations under the Project Agreements and the Titiribi
Agreement to a public company listed or proposing to list on ASX ("Listed Company").

     

    
      	
              2.2  

            	
              Due
      Diligence

            


    

     

    The
Owners and Goldplata Mining confirm that:

     

    
      	
              (a)  

            	
              upon
      receiving written notification from De Beira of details of the Listed
      Company to which De Beira proposes to assign its rights and obligations
      under the Project Agreements and the Titiribi
      Agreement, they will review the due diligence investigations conducted by
      De Beira (including investigation of trading and financial history);
      and

            


    

     

    
      	
              (b)  

            	
              within
      two weeks of being provided with the full results of De Beira's due
      diligence investigations into the Listed Company, they will advise De
      Beira whether they consent to the assignment.  Such consent must
      not be unreasonably withheld.

            


    

     

    
      
        	
                3.  

              	
                Titiribi
      Agreement

              


      

       

      


    

    The
parties agree that the Titiribi Agreement will continue in accordance with its
terms and not be amended.

     

    
      
        	
                4.  

              	
                Goldplata
      Peru warranties

              


      

       

      


    

    The
Owners acknowledge and warrant as at the date of this Agreement
that:

     

    
      	
              (a)  

            	
              the
      obligations of the parties under the Titiribi Agreement have been complied
      with; and

            


    

     

    
      	
              (b)  

            	
              the
      concessions and permits relating to the Suyckutambo Agreement, Condoroma
      Agreement and the El Diablo Project, as set out in Annexure A, are all
      held by Goldplata Peru and are in good standing.  Further, that
      the requirements of clause 14 of the Project Agreements have been
      satisfied, except in so far as they relate to El
  Diablo.

            


    

     

    
      
        	
                5.  

              	
                Suyckutambo
      Agreement

              


      

       

      


    

    The
Parties agree that the Suyckutambo Agreement is hereby amended and supplemented
as follows:

     

    
      	
              (a)  

            	
              The
      Owners acknowledge that expenditure in the sum of US$350,000 has been made
      by De Beira under the Suyckutambo Agreement as at the date of this
      Agreement and therefore the remaining Exploration Expenditure required to
      satisfy the obligation under clause 2 of the Suyckutambo Agreement is
      US$3.65 million.  The remaining Exploration Expenditure is to be
      expended by De Beira as follows:

            


    

     

    
      
        
        

      

      
        Page
- 4

        
          

        

      

      
        
        

      

    

    
      	
              (i)  

            	
              US$1.0
      million by 31 August 2008; and

            


    

     

    
      	
              (ii)  

            	
              the
      remaining US$2.65 million by 31 August
2009.

            


    

     

    Upon De
Beira expending the required US$3.65 million De Beira will have earned a 65%
interest in the Property as defined under the Suyckutambo Agreement ("Suyckutambo
Property").

     

    
      	
              (b)  

            	
              De
      Beira has waived its right to elect to earn an additional 5% as provided
      for under clause 5(a) of the Suyckutambo
  Agreement.

            


    

     

    
      	
              (c)  

            	
              Exploration
      Expenditure can include expenditure on items required to advance the
      Suyckutambo Property towards production such
as:

            


    

     

    
      	
              (i)  

            	
              Land
      purchase;

            


    

     

    
      	
              (ii)  

            	
              Metallurgical
      test work and design;

            


    

     

    
      	
              (iii)  

            	
              Mine
      design and development;

            


    

     

    
      	
              (iv)  

            	
              Environmental
      baseline studies and approvals;

            


    

     

    
      	
              (v)  

            	
              Feasibility
      studies and work deemed by the technical review group ("Technical Review Group")
      necessary to recommend to the Parties that the project is economic to
      develop and resolve to proceed to a production phase;
  and

            


    

     

    
      	
              (vi)  

            	
              Construction
      and commissioning activities.

            


    

     

    
      	
              (d)  

            	
              In
      addition to the further US$3.65 million of Exploration Expenditure set out
      above, provided that De Beira earns a 65% interest in the Suyckutambo
      Property and enters into a Joint Venture Agreement with the
      Owners:

            


    

     

    
      	
              (i)  

            	
              De
      Beira will sole fund additional expenditure to a maximum of US$4 million
      ("Additional
      Expenditure"), for all necessary technical work and the
      development, construction and commissioning up to the commencement of
      first production from the processing facilities, as referred to under
      clause 15(g) of the Suyckutambo Agreement;
and

            


    

     

    
      	
              (ii)  

            	
              If
      expenditure is required over and above the Additional Expenditure to bring
      the project to commencement of first production such funds must be
      provided on a pro rata basis in accordance with the parties 65/35
      interests in the Property or have their interests proportionally
      diluted.  For the purposes of calculating any dilution, each
      party will be deemed to have contributed US$8 million in
      funding.

            


    

     

    
      	
              (e)  

            	
              In
      accordance with clause 15(e) of the Suyckutambo Agreement, the Exploration
      Expenditure and the Additional Expenditure will be treated as loans to the
      Joint Venture but the Additional Expenditure must be repaid as a priority
      from 100% of available cash flows and thereafter the Exploration
      Expenditure and any other entitlement to payments to either party will be
      made in accordance with 50% cash flow principle under clause
      15(e).

            


    

     

    
      	
              (f)  

            	
              Within
      14 Business Days of signing of this Agreement, De Beira will pay Goldplata
      Resources US$500,000 in consideration for the inclusion of the El Diablo
      Project into the Suyckutambo Agreement.  Goldplata Peru warrants
      that the El Diablo Project is not subject to any claim by a third party
      nor are there any agreements granting any other rights to any other party
      with respect to the El Diablo Project
..

            


    

     

    
      
        
        

      

      
        Page
- 5

        
          

        

      

      
        
        

      

    

    
      	
              (g)  

            	
              The
      entitlement of the Owners to Gross Over Riding Royalties under clause
      15(c) of the Suyckutambo Agreement is
  extinguished.

            


    

     

    
      	
              (h)  

            	
              It
      was intended during the Option Period that the exploration program would
      be developed, ratified and identified work carried out under the direction
      of an Exploration Committee comprising representatives of the Owners and
      De Beira.  As the Exploration Committee has not been formally
      defined or operationally effective, following the execution of this
      Agreement:

            


    

     

    
      	
              (i)  

            	
              The
      Exploration Committee shall be reconstituted as the Technical Review Group
      ("TRG") with the
      Owners and De Beira with the representatives of De Beira having majority
      voting rights.

            


    

     

    
      	
              (ii)  

            	
              The
      role of this group shall be expanded to include oversight of mine
      feasibility studies, development of recommendations to the respective
      boards of a decision to mine as well as the design and implementation of
      Exploration Expenditures.

            


    

     

    
      	
              (iii)  

            	
              The
      TRG will meet at least four times per year, or as agreed by the committee
      members, to review progress and success against pre determined criteria
      and plan the next stage of
exploration.

            


    

     

    
      	
              (iv)  

            	
              In
      all other respects the duties of the TRG will include the responsibilities
      of the Exploration Committee as contemplated under the terms of the
      Suyckutambo Agreement, including the establishment of the programme and
      budget, making cash calls for Exploration Expenditures on De Beira,
      supervising and reviewing the work of the Operator.  The
      Chairman of the Exploration Committee will be a representative of De Beira
      or his nominated representative who must give approval in writing, on
      behalf of the Exploration Committee, of all Exploration Expenditures and
      provide notice of the approval to the Owners and De Beira before such
      expenditure is incurred.

            


    

     

    
      
        	
                6.  

              	
                Condoroma
      Agreement

              


      

       

      


    

    The
Parties agree that, the Condoroma Agreement is hereby amended and supplemented
as follows:

     

    
      	
              (a)  

            	
              The
      Owners acknowledge that expenditure in the sum of US$350,000 has been made
      by De Beira under the Condoroma Agreement as at the date of this Agreement
      and therefore the remaining Exploration Expenditure required to satisfy
      the obligation under clause 2 of the Condoroma Agreement is US$3.65
      million.  The remaining Exploration Expenditure is to be
      expended by De Beira as follows:

            


    

     

    
      	
              (i)  

            	
              US$1.0
      million by 31 August 2008; and

            


    

     

    
      	
              (ii)  

            	
              the
      remaining US$2.65 million by 31 August
2009.

            


    

     

    Upon De
Beira expending the required US$3.65 million De Beira will have earned a 65%
interest in the Property as defined under the Suyckutambo Agreement ("Condoroma
Property").

     

    
      	
              (b)  

            	
              De
      Beira has waived its right to elect to earn an additional 5% as provided
      for under clause 5(a) of the Condoroma
  Agreement.

            


    

     

    
      
        
        

      

      
        Page
- 6

        
          

        

      

      
        
        

      

    

    
      	
              (c)  

            	
              Exploration
      Expenditure may include expenditure on items required to advance the
      Condoroma Property towards production such
as:

            


    

     

    
      	
              (i)  

            	
              Land
      purchase;

            


    

     

    
      	
              (ii)  

            	
              Metallurgical
      test work and design;

            


    

     

    
      	
              (iii)  

            	
              Mine
      design and development;

            


    

     

    
      	
              (iv)  

            	
              Environmental
      baseline studies and approvals;

            


    

     

    
      	
              (v)  

            	
              Feasibility
      studies and work deemed by the technical review group ("Technical Review
      Group") necessary to recommend to that the project is economic to develop
      and resolve to proceed to a production phase;
  and

            


    

     

    
      	
              (vi)  

            	
              Construction
      and commissioning activities.

            


    

     

    
      	
              (d)  

            	
              In
      addition to the further US$3.65 million of Exploration Expenditure set out
      above, assuming that De Beira earns a 65% interest in the Condoroma
      Property and enters into a Joint Venture Agreement with the
      Owners:

            


    

     

    
      	
              (i)  

            	
              De
      Beira will sole fund additional expenditure to a maximum of US$4 million
      ("Additional Expenditure"), for all necessary technical work and the
      development, construction and commissioning up to the commencement of
      first production from the processing facilities, as referred to under
      clause 15(g) of the Condoroma Agreement;
and

            


    

     

    
      	
              (ii)  

            	
              If
      expenditure is required over and above the Additional Expenditure to bring
      the project to commencement of first production such funds must be
      provided on a pro rate basis in accordance with the parties 65/35
      interests in the Property or have their interests proportionally
      diluted.  For the purposes of calculating any dilution, each
      party will be deemed to have contributed US$8 million in
      funding.

            


    

     

    
      	
              (e)  

            	
              In
      accordance with clause 15(e) of the Condoroma Agreement, the Exploration
      Expenditure and the Additional Expenditure will be treated as loans to the
      Joint Venture but the Additional Expenditure must be repaid as a priority
      from 100% of available cash flows and thereafter the Exploration
      Expenditure and any other entitlement to payments to either party will be
      made in accordance with 50% cash flow principle under clause
      15(e).

            


    

     

    
      	
              (f)  

            	
              The
      entitlement of the Owners to Gross Over Riding Royalties under clause
      15(c) of the Condoroma Agreement is
  extinguished.

            


    

     

    
      	
              (g)  

            	
              It
      was intended during the Option Period that the exploration program would
      be developed, ratified and identified work carried out under the direction
      of an Exploration Committee comprising representatives of the Owners and
      De Beira.  As the Exploration Committee has not been formally
      defined or operationally effective, following the execution of this
      Agreement:

            


    

     

    
      	
              (i)  

            	
              The
      Exploration Committee shall be reconstituted as the Technical Review Group
      ("TRG") with the Owners and De Beira with the representatives of De Beira
      having majority voting rights.

            


    

     

    
      	
              (ii)  

            	
              The
      role of this group shall be expanded to include oversight of mine
      feasibility studies, development of recommendations to the respective
      boards of a decision to mine as well as the design and implementation of
      Exploration Expenditures.

            


    

     

    
      
        
        

      

      
        Page
- 7

        
          

        

      

      
        
        

      

    

    
      	
              (iii)  

            	
              The
      TRG will meet at least four times per year, or as agreed by the committee
      members, to review progress and success against pre determined criteria
      and plan the next stage of
exploration.

            


    

     

    
      	
              (iv)  

            	
              In
      all other respects the duties of the TRG will include the responsibilities
      of the Exploration Committee as contemplated under the terms of the
      Condoroma Agreement, including the establishment of the programme and
      budget, making cash calls for Exploration Expenditures on De Beira,
      supervising and reviewing the work of the Operator.  The
      Chairman of the Exploration Committee will be a representative of De Beira
      or his nominated representative who must give approval in writing, on
      behalf of the Exploration Committee, of all Exploration Expenditures and
      provide notice of the approval to the Owners and De Beira before such
      expenditure is incurred.

            


    

     

    
      
        	
                7.  

              	
                De
      Beira right to withdraw or sell

              


      

       

      


    

    
      	
              7.1  

            	
              Notice
      of withdrawal or sale

            


    

     

    
      	
              (a)  

            	
              At
      any time after De Beira has earned a 65% interest in the Condoroma
      Property or the Suyckutambo Property, De Beira will have a period of 120
      days to decide and commit to funding that project into commercial
      production, as contemplated by the process in clause 15(g) of the relevant
      Project Agreement.

            


    

     

    
      	
              (b)  

            	
              Where
      De Beira decides to not commit to the funding as provided for in clause
      7.1(a) then De Beira must give notice to the Owners to either withdraw
      from the relevant project in accordance with clause 7.2 or attempt to sell
      its interest in the relevant project in accordance with clause
      7.3.

            


    

     

    
      	
              (c)  

            	
              If
      De Beira does commit to the funding as provided for in clause 7.1(a) then
      De Beira will undertake project development as defined in any feasibility
      study and assure development in line with normal industry operating
      standards and protocols.

            


    

     

    
      	
              7.2  

            	
              Withdrawal

            


    

     

    
      	
              (a)  

            	
              Where
      De Beira gives notice to the Owners that it elects to merely withdraw from
      a particular project then it may do so without incurring further
      expenditure and De Beira's interest in that project reverts to the
      Owners.

            


    

     

    
      	
              (b)  

            	
              The
      withdrawal by De Beira does not limit the Owners' rights in relation to
      any antecedent breaches committed by De Beira under the relevant Project
      Agreement or the terms of this Agreement prior to
    withdrawal.

            


    

     

    
      	
              7.3  

            	
              Sale

            


    

     

    
      	
              (a)  

            	
              Where
      De Beira gives notice to the Owners that it elects to sell its interest
      under a particular Project Agreement then it must first offer that
      interest to the Owners in accordance with clause
  8.

            


    

     

    
      	
              (b)  

            	
              Any
      sale by De Beira does not limit the Owners' rights in relation to any
      antecedent breaches committed by De Beira under the relevant Project
      Agreement or the terms of this Agreement prior to any
  sale.

            


    

     

    
      
        
        

      

      
        Page
- 8

        
          

        

      

      
        
        

      

    

    
      
        	
                8.  

              	
                Pre-emption
      on sale

              


      

       

      


    

    
      	
              8.1  

            	
              Permitted
      sale

            


    

     

    De Beira
may not transfer or otherwise dispose of the interest it holds in a Project
Agreement other than in compliance with this clause 8.

     

    
      	
              8.2  

            	
              Pre-emptive
      rights

            


    

     

    
      	
              (a)  

            	
              Subject
      to clause 8.2(b), if De Beira ("Selling Party") intends
      to sell its interest in a Project Agreement ("Interest") to a third
      party, it will provide a notice ("Sale Notice") to
      Goldplata Mining ("Continuing Party"),
      giving details as of the Interest (“Sale Interest”) and the
      price payable for the Sale Interest,
whereupon:

            


    

     

    
      	
              (i)  

            	
              the
      Continuing Party may at any time within 20 Business Days after the Sale
      Notice, notify the Selling Party that they wish to acquire the Sale
      Interest  for a price equal to the price specified in the Sale
      Notice;

            


    

     

    
      	
              (ii)  

            	
              If
      a Continuing Party gives a notice to the Selling Party in accordance with
      clause 8.2(a)(i), the Selling Party will sell the relevant Sale Interest
      to the Continuing Party and the Continuing Party will pay the relevant
      price for the Sale Interest to the Selling Party within 20 Business Days
      of such notice; and

            


    

     

    
      	
              (iii)  

            	
              If
      a Continuing Party does not give a notice in accordance with clause
      8.2(a)(i), the Selling Party will be free to sell the relevant Sale
      Interest to a third party (provided that the price payable for the Sale
      Interest is not less than that specified in the Sale
    Notice).

            


    

     

    
      	
              (b)  

            	
              Any
      transfer from a Selling Party to a related body corporate of such Selling
      Party will not be considered as a transfer to which clause 8.2(a)
      applies.

            


    

     

    
      	
              8.3  

            	
              Deed
      of assumption

            


    

     

    No
transfer of an Interest will be deemed to be effective unless and until the
relevant transferee executes and delivers to the other party then holding the
corresponding part of the Interest a deed pursuant to which the transferee
covenants in favour of the holder of the Interest to accept and perform the
obligations attaching to the relevant Sale Interest and for the avoidance of
doubt the relevant Project Agreement and this Agreement with effect on and from
the date of such transfer.

     

    
      	
              8.4  

            	
              Reciprocal
      Rights

            


    

     

    De Beira
shall have reciprocal pre-emptive rights, which shall operate in similar manner
to that described in clauses 8.1, 8.2 and 8.3 above.

     

    
      
        	
                9.  

              	
                Transfer
      of Acandi Project

              


      

       

      


    

    The
parties agree that Goldplata Colombia must transfer its contractual rights,
amongst other things, including a right to earn up to 80% in the project
("Acandi Interest"), to De Beira upon satisfaction of the following
conditions:

     

    
      	
              (a)  

            	
              De
      Beira pays US$220,000 to Goldplata Colombia within 5 Business Days of the
      date of this Agreement (or under such other arrangement that the parties
      may separately agree upon), to satisfy current expenditure commitments for
      the Acandi Project;

            


    

     

    
      	
              (b)  

            	
              De
      Beira pays Goldplata Colombia US$20,000 per month to satisfy care and
      maintenance obligations for the Acandi Project, starting on 1 August 2007
      until 30 November 2007 at which time it will be jointly decided if the
      parties wish to proceed with the project or that they mutually agree to
      sell the project to a third party (The sale of the project to any third
      party will be conditional upon Goldplata Colombia having a first right of
      refusal and the parties agree to apply the principles in clause 8 of this
      Agreement and treat the sale of the Acandi Interest as if it were De Beira
      selling that interest to the third party as contemplated under that
      clause); and

            


    

     

    
      
        
        

      

      
        Page
- 9

        
          

        

      

      
        
        

      

    

    
      	
              (c)  

            	
              De
      Beira pays Goldplata Mining a 1% net smelter royalty ("1% NSR") arising from
      the Acandi Interest.  The 1% NSR will be governed by an
      agreement between De Beira and Goldplata Colombia in the same terms of
      Annexure C to the Suyckutambo Agreement ("NSR
      Agreement").  De Beira and Goldplata Mining will enter
      into the NSR Agreement contemporaneously with the transfer of the Acandi
      Interest.

            


    

     

    
      	
              (d)  

            	
              Goldplata
      Colombia will procure from Minerales del Darien S.A. and Minerales del
      Acandi S.A an acknowldgement and a consent of its assignment of the Acandi
      Interest.

            


    

     

    
      
        	
                10.  

              	
                Waiver

              


      

       

      


    

    Conditional
upon the execution of this Agreement, the parties acknowledge and confirm that
any rights in relation to defaults or breaches under the Project Agreements
which occurred prior to the date of this Agreement are waived.

     

    
      
        	
                11.  

              	
                Further
      documents

              


      

       

      


    

    
      	
              (a)  

            	
              The
      parties undertake to negotiate in good faith to enter into the deeds which
      amend the Project Documents, as soon as practicable after the date of this
      Agreement, which will contain the amendments provided for in this
      Agreement.

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      clause 11(a), the parties agree and acknowledge that this Agreement sets
      out the essential terms of their agreement with respect to the amendment
      of the Project Documents.

            


    

     

    
      
        	
                12.  

              	
                Legally
      binding

              


      

       

      


    

    The
parties agree and acknowledge that this Agreement is intended to create legally
binding obligations on them in accordance with its terms.

     

    
      
        	
                13.  

              	
                General

              


      

       

      


    

    
      	
              13.1  

            	
              Confidentiality

            


    

     

    
      	
              (a)  

            	
              The
      parties agree to keep confidential the existence of this Agreement and,
      subject to the remainder of this clause 13.1, 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)  

            	
              Subject
      to clause 13.1(c), no party will make any public announcement in relation
      to any of the matters described in clause 13.1(a) without the prior
      approval of the other parties as to the form, content and timing of such
      announcement.

            


    

     

    
      	
              (c)  

            	
              The
      prohibition in clause 13.1(b) 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; or

            


    

     

    
      
        
        

      

      
        Page
- 10

        
          

        

      

      
        
        

      

    

    
      	
              (ii)  

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

            


    

     

    
      	
              (iii)  

            	
              in
      which case that party will not be required to obtain the prior approval of
      the other parties, but in which case clause 13.1(d) will
      apply.

            


    

     

    
      	
              (d)  

            	
              A
      party required to make an announcement or disclosure in accordance with
      clause 13.1(c)(i) must not do so unless it has given the other parties 3
      Business Days' notice of such requirement (or such shorter period of
      notice as the relevant law or rules of the applicable stock exchange
      allow) and has consulted with the other parties to the fullest extent
      possible in relation to the content of the
  notice.

            


    

     

    
      	
              (e)  

            	
              This
      clause 13.1 continues in full effect until the date which is 3 years after
      the date of termination or expiry of this
  Agreement.

            


    

     

    
      	
              13.2  

            	
              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 Agreement.

     

    
      	
              13.3  

            	
              Notices

            


    

     

    
      	
              (a)  

            	
              A
      notice or other communication under or in connection with this Agreement
      ("Notice") must be
      in writing, signed by or for the sending party and sent by post, with a
      copy transmitted by facsimile, to the address of the relevant receiving
      party as notified from time to
time.

            


    

     

    
      	
              (b)  

            	
              A
      Notice transmitted by facsimile in accordance with clause 13.3(b) will be
      deemed to have been  received by the receiving party when the
      sender's facsimile machine records that it was transmitted without
      error.

            


    

     

    
      	
              13.4  

            	
              Costs
      and stamp duty

            


    

     

    
      	
              (a)  

            	
              Subject
      to clause 13.4(b), 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
  Agreement.

            


    

     

    
      	
              (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
      Agreement and the transactions it
contemplates.

            


    

     

    
      	
              13.5  

            	
              Amendments

            


    

     

    This
Agreement may only be amended by agreement between the parties.

     

    
      	
              13.6  

            	
              Assignment

            


    

     

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

     

    
      	
              13.7  

            	
              Entire
      agreement

            


    

     

    This
Agreement together with the Project Agreements constitutes the entire agreement
between the parties as to its subject matter and supersedes all prior contracts,
arrangements and understandings.  Any inconsistency between this
Agreement and a Project Agreement will be determined in accordance with the
terms of this Agreement.

     

    
      
        
        

      

      
        Page
- 11

        
          

        

      

      
        
        

      

    

    
      	
              13.8  

            	
              Counterparts

            


    

     

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

     

    
      	
              13.9  

            	
              Governing
      law and jurisdiction

            


    

     

    This
Agreement is governed by the laws of Western Australia and the parties submit to
the non-exclusive jurisdiction of the courts of Western Australia for all
disputes arising in connection with this Agreement.

     

    


     

    


     

    Executed as an
agreement.

     

    


     

    


    
      	
              Signed by Michel Juilland for and on behalf
      of Goldplata Resources Peru
      S.A.C. in the presence
      of:

            	 
      	 
      	
              /s/ Michel
    Juilland

            
	
              Signature

            
	
              /s/ Juan Carlos
      Alcalde

            	 
      	 
      	 
      
	
              Signature
      of Witness

               

              Juan
      Carlos Alcalde

            	 
      	 
      	 
      
	
              Name
      of Witness in full

            


    

    


     

    


     

    


    
      	
              Signed by Michel
      Juilland for and on behalf
      of Goldplata Mining International
      Corporation in the presence
      of:

            	 
      	 
      	
              /s/ Michel
    Juilland

            
	
              Signature

            
	
              /s/ Juan Carlos
      Alcalde

            	 
      	 
      	 
      
	
              Signature
      of Witness

               

              Juan
      Carlos Alcalde

            	 
      	 
      	 
      
	
              Name
      of Witness in full

            


    

    


     

    
      	
              Signed by Michel
      Juilland for and on behalf
      of Goldplata Resources
      Inc. in the presence
      of:

            	 
      	 
      	
              /s/ Michel
    Juilland

            
	
              Signature

            
	
              /s/ Juan Carlos
      Alcalde

            	 
      	 
      	 
      
	
              Signature
      of Witness

               

              Juan
      Carlos Alcalde

            	 
      	 
      	 
      
	
              Name
      of Witness in full

            


    

    


     

    


    
      
        
        

      

      
        Page
- 12

        
          

        

      

      
        
        

      

    

     

    
      	
              Signed by Georges
      Juilland for and on behalf
      of Goldplata Corporation
      Limited. in the presence
      of:

            	 
      	 
      	
              /s/ Georges
    Juilland

            
	
              Signature

            
	
              /s/ Juan Carlos
      Alcalde

            	 
      	 
      	 
      
	
              Signature
      of Witness

               

              Juan
      Carlos Alcalde

            	 
      	 
      	 
      
	
              Name
      of Witness in full

            


    

    


     

    
      	
              Signed by Georges
      Juilland for and on behalf
      of Goldplata Resources
      Sucursal-Colombia. in the presence
      of:

            	 
      	 
      	
              /s/ Georges
    Juilland

            
	
              Signature

            
	
              /s/ Juan Carlos
      Alcalde

            	 
      	 
      	 
      
	
              Signature
      of Witness

               

              Juan
      Carlos Alcalde

            	 
      	 
      	 
      
	
              Name
      of Witness in full

            


    

    


     

    


     

    
      	
              Signed by Reginald N
      Gillard for and on behalf
      of De Beira Goldfields
      Inc.  in the presence
      of:

            	 
      	 
      	
              /s/ Reginald N
      Gillard

            
	
              Signature

            
	
              /s/ Juan Carlos
      Alcalde

            	 
      	 
      	 
      
	
              Signature
      of Witness

               

              Juan
      Carlos Alcalde

            	 
      	 
      	 
      
	
              Name
      of Witness in full

            


    

    


     

    
      	
              Signed by Susmit Shah for and on behalf
      of De Beira Goldfields
      Inc.  in the presence
      of:

            	 
      	 
      	
              /s/ Susmit
  Shah

            
	
              Signature

            
	
              /s/ Juan Carlos
      Alcalde

            	 
      	 
      	 
      
	
              Signature
      of Witness

               

              Juan
      Carlos Alcalde

            	 
      	 
      	 
      
	
              Name
      of Witness in full

               

            




     

    
      
        
        

      

      
        Page
- 13

        
          

        

      

      
        
        

      

    

     

    Annexure A - El Diablo Concessions

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        Page
- 14