Filed by sedaredgar.com - Pengram Corp. - Exhibit 10.1






PURCHASE AGREEMENT

             
This Purchase Agreement (the “Agreement”) is made this 15th day of
December 2008 at Makati, Philippines by and between:


  	MAGELLAN COPPER AND GOLD plc,
          an English company with office address at Suite 106 8-10 Hallam Street,
          London W1W6JE, represented in this Agreement by its directors, Cameron
          Reynolds and Guy Innes (hereinafter referred to as the
          “Seller”); 

	 

	 - and -    

	 

	SOLFOTARA MINING CORP.,
          a Canadian company with office address at c/o Maitland and Company,
          625 Howe St., Vancouver, B.C., Canada, represented in this Agreement
          by its President, Brian Lueck (hereinafter referred to as the
          “Buyer”). 

	 

	 -and-    

	 

	 

	MAGELLAN ACQUISITION CORP., a
          Nevada company with office address at 8275 S. Eastern Avenue Suite 200
          Las Vegas, NV 89123 and Incorporation Number #E0504812008-8) represented
          by its Director David K. Ryan (herein after referred to as “MAC”).
        

	 

	 -and-    

	 

	PENGRAM CORPORATION, a corporation
          duly formed under the laws of Nevada with its principal office at 1200
          Dupont Street, Suite 2J, Bellingham, WA 98225 represented by its President
          and Director Richard W. Donaldson (herein after referred to as
          “PENGRAM”). 





1




WITNESSETH WHEREAS THAT: 

              
A.              
The Seller owns 100% percent of the issued and outstanding shares of Magellan
Resources Pte Ltd. (hereinafter referred to as “Magellan Singapore”) and St.
Anthony Resources Pte Ltd. (hereinafter referred to as “St. Anthony Singapore”)
both registered under the laws of Singapore with office address at 213 Henderson
Road, #02-01 Henderson Industrial Park, Singapore 159553 (hereinafter
collectively referred to as the “Singapore Companies”); 

              
B.              
Magellan Singapore owns 100% of the issued and outstanding subscribed shares, in
its own name and through nominees owning nominal shares, of the following
Philippine companies: Magellan Metals, Inc. Columbus Minerals, Inc. and
Livingstone Minerals, Inc. (collectively the “Magellan Subsidiaries”). 

              
C.              
St. Anthony Singapore owns 40% of the issued and outstanding shares of the
Philippine company Da Gama Minerals, Inc., while 60% of the issued and
outstanding shares are owned by St. Anthony’s Filipino partner and his nominees.
(“Da Gama”) (the Magellan Subsidiaries and Da Gama collectively called the
“Philippine Companies”)

              
D.              
The Seller wishes to sell 100% of its issued and outstanding shares, rights
and/or interests in Magellan Singapore and St. Anthony Singapore (hereinafter
collectively referred to as the “Singapore Companies”) and has offered the same
to Buyer. 

              
E.              
The Buyer has signified its willingness to purchase 100% of Seller’s issued and
outstanding shares, rights and/or interests in the Singapore Companies. 

2




              
F.               
The Seller and the Buyer have reached an agreement, which has been agreed to and
acknowledged by MAC and PENGRAM for due consideration, for the Seller to sell
and for the Buyer to purchase 100% of Seller’s issued and outstanding shares,
rights and/or interests in the Singapore Companies upon the terms and conditions
set out below. 

              
G.               
The Buyer has currently issued approximately 22,404.650 shares and 32,404,650
shares fully diluted. 

              
H.               
MAC and PENGRAM have entered into a previous agreement (the MAC Agreement) with
the Seller to acquire the Singapore Companies and pursuant to the MAC Agreement
has advanced US $100,000 (the MAC Advance) 

              
NOW THEREFORE, for and in consideration of the payment of
US$40,000.00 to the seller and the four (4) million shares of Solfotara to the
Seller and MAC (as outlined in Section1), the Seller and the Buyer (hereinafter
referred to collectively as the “Parties”) agree as follows: 

	1. 	
      CONSIDERATION



              
The Seller will sell and transfer to the Buyer 100% of its issued and
outstanding shares, rights and/or interests in the Singapore Companies (the
“Selling Shares”) for the amount of FORTY THOUSAND US DOLLARS [US$40,000.00
(hereinafter referred as the “Selling Price”)] and in consideration of Buyer’s
issuance of THREE MILLION SEVEN HUNDRED FIFTY THOUSAND (3,750,000) of Solfotara
shares in Seller’s

3




name AND TWO HUNDRED FIFTY THOUSAND (250,000) of Solfotara
shares in MAC’s name (hereinafter referred to as the “Shares” or “Additional
Consideration”).

	2. 	
      TERMS OF PAYMENT



              
The Selling Price shall be paid in cash and the stock certificate as Additional
Consideration shall be issued and delivered to the Seller upon execution of this
Agreement.

              
For avoidance of doubt, the execution of this Agreement, payment of the Selling
price, issuance and delivery of the Additional Payment and delivery of the
documents stated in Clause 3 shall be simultaneous.

	3. 	
      OBLIGATIONS OF THE
SELLER



3.1               
Upon execution of this Agreement the Seller shall deliver to the Buyer the
following: 

(a)               
In respect of the Singapore Companies: 

i. Deeds of Sale of the Shares of Stock in the Singapore Companies
  substantially in the form provided herein as Annex “A”; and that the
  stated value of the shares is for the purpose of computing the Singapore stamp
  duty only, and is not intended as additional consideration to be paid by the
  Buyer to the Seller. 

ii. original copies of the Certificate of Registration and
  other corporate documents, including but not limited to the Memorandum of Association
  and By-Laws;

4




iii. original copies of all directors and shareholders minutes;


iv. company seal; 

v. stock certificates issued to shareholders; 

vi. resignation letters of all officers and directors; 

vii. unsigned audited financial statements for the period from the
  Date of Incorporation to 31 December 2007 and management accounts up to November
  30 2008. 

(b)               
In respect of the Philippine Companies: 

i. In the event some of the shares of stock in the Philippine
  Companies are held by nominee director/s, then Buyer can oblige Seller to instruct
  their nominees to deliver a Deed of Sale of Shares of Stock, or Declaration
  of Trust for any of the Philippine Companies in favor of the Buyer or its nominees.


ii. resignation letters of officers and directors of the Philippine
  companies. 

iii. original stock certificates issued to all shareholders;


iv. original Certificate of Incorporation issued by the 

5 




Securities and Exchange Commission
(SEC), articles of incorporation and by-laws and all amendments thereto; 

v. original copies of all directors and shareholders minutes;


vi. company seal; 

vii. stock and transfer book and stock certificate booklets;


viii. original copies of the Bureau of Internal Revenue Certificate
  of Registration (“BIR”), all books of accounts and BIR issued official
  receipts (used or unused), original copies of BIR payments and/or annual and
  quarterly tax returns; 

ix. original copy of the Business License and receipt/s of
  payment thereof; 

x. unsigned audited financial statements for 2007 and management
  accounts up to December 1st 2008 

xi. invoices for payments; 

xii. details of bank accounts, passbook/s and all unused check
  books;

xiii. SSS, Philhealth and Pag-Ibig registration documents and proof
  of payment of contributions made on behalf of all its employees; 

xiv. original copies of existing contracts/agreements;

6




xv. list of current employees, if there are any, and copies
  of their employment contracts; and 

3.2               
Seller undertakes to surrender any other documents, not included in the
above-enumeration, pertinent and necessary for the operation of the Singapore
Companies and the Philippine Companies. 

 
	4. 	
      OBLIGATIONS OF THE BUYER
  




              
4.1               
Upon execution and fulfillment of all of Seller’s and obligations in Clause 3 of
this Agreement, the Buyer undertakes to assume all the debts, obligations and
liabilities of the Singapore Companies and the Philippine Companies. As of the
execution of this Agreement, Seller has represented to the Buyer that the
Singapore Companies and the Philippine Companies have recorded debts to various
individuals and entities in the total amount of US$285,000.00. The Philippine
Companies have additional unrecorded debts to VERALAW in the amount of US$
30,000 as of the signing of this agreement.

              
4.2               
Buyer agrees to pay to the seller an additional US$185,000.00 (hereinafter
referred to as the “London Debt”) as per schedule 4.2.1, . In the event the
debts of the Singapore Companies and the Philippine Companies exceed the amount
disclosed herein, the buyer shall have the right to reduce the payments of the
London Debt by any amounts later to be found in excess of the amounts of
US$285,000 assumed in the Singapore and local companies under 4.1 above. For the
sake of clarity, the Buyer accepts no further debts and will be liable for no
further payments for any debts of the Seller, either past or future. This
payment, once completed will end all of the buyer’s obligations to the
Seller.

7



  
4.2.1               
As a sign of Buyer’s interest in pursuing this Agreement, upon execution of this
Agreement the Buyer shall pay directly to the Seller the following amounts in
order to pay to the seller the US$185,000 London Debt: payment of US$40,000.00
on the monthly anniversary of this agreement for the first four (4) months
(being January 15th, February 15th, March 15th
& Apr 15th 2009); and a final payment of US$25,000.00 on the
15th of May 2009. 

4.2.2               
Upon receipt of the above monthly payments, the Seller is solely responsible to
pay its debtors with respect to the London Debt.

              
4.3               
Buyer agrees to pay the amount of US$100,000.00 owed to MAC, a corporation duly
formed under the laws of Nevada, with principal office at 8275 S. Eastern Avenue
Suite 200 Las Vegas, NV 89123 as follows;

4.3.1               
The Buyer shall pay directly to MAC, on behalf of the Seller, as owner of the
Singapore Companies, the aforesaid debt under the following payment schedule:
(a)payment of US$20,000.00 within three days of signing this agreement, and
$30,000 on March 15, 2009; and (b) payment of the balance of US$50,000.00 on
June 15, 2009. MAC shall provide the Buyer bank details for purposes of
remitting the payments. 

8




4.3.2               
Buyer shall execute Promissory Notes in the form attached as Annex ‘B’ to this
agreement for the future payments to be made to MAC 

In consideration of the shares to be issued to MAC pursuant to
paragraph 1 of this agreement and the payments to be made and promissory notes
to be issued pursuant to this paragraph 4.3, both MAC and PENGRAM agree to
assign to the Buyer their right to be repaid the MAC Advance and to relinquish
any rights they may have under the MAC Agreement to acquire the Singapore
Companies. 

	5. 	
      REPRESENTATIONS AND
  WARRANTIES



5.1               
Seller hereby represents and warrants to Buyer that; 

              
(a)               
it is a duly organized, validly existing and in good standing under and by
virtue of the laws of United Kingdom;

              
(b)               
it has the requisite corporate power and authority to enter into and perform its
obligations under this Agreement; 

              
(c)               
it is the absolute legal and beneficial owned of the shares in the Singapore
Companies

              
(d)               
it has obtained all the corporate authorizations required or necessary for the
execution and delivery of this Agreement, the performance of its obligations
herein, and the transfer of the shares, and all such authorizations remain valid
and effective. 

              
(e)               
its obligations under this Agreement are enforceable against Seller in
accordance with their terms and conditions; 

9




              
(f)               
the execution of this Agreement and performance of its obligations in this
Agreement do not violate any provision of the Articles of Incorporation and
By-Laws of the Seller, nor any provision of any existing law, rule, regulation,
judgment or order of any court, government agency, or arbitrator, applicable or
affecting the Seller, which violation may cause or result in the termination,
suspension or revision of this Agreement, nor constitute an event of default
under any other agreement to which Seller is a party which may cause or result
in the termination, suspension or revision of this Agreement or which may
reasonably be expected to have a material adverse effect on any of the rights
and obligations of Buyer under this Agreement; 

              
(g)               
there is no legal, administrative or arbitral action, suit or proceeding pending
or, to the best knowledge of Seller threatened against or affecting it, the
Singapore Companies and the Philippine Companies which relates to this
Agreement, or which enjoins the execution, delivery, performance of this
Agreement, or will cause or result in the termination, suspension, or revision
of this Agreement; 

              
(h)               
it has no other debts, obligations and liabilities except those referred to in
Clause 4 of this Agreement; 

              
(i)               
each of the Singapore Companies and Philippine Companies are duly organized,
validly existing and in good standing under and by virtue of the laws of their
jurisdiction of incorporation; 

              
(j)               
the Singapore Companies and Philippine Companies have no other debts,
obligations and liabilities except those referred to in Clause 4 of this
Agreement; 

              
(k)               
Seller owns good, valid and marketable title to its shares of

10




stock in the Singapore Companies, free and clear of any and all
mortgages, liens, charges, restrictions, pledges, assignments, fiduciary
transfers, security rights, security interests or any encumbrance or claim; 

              
(l)               
No person has any agreement, right or option, present or future, contingent,
absolute or capable of becoming an agreement, right or option or which with the
passage of time or the occurrence of any

	 	(i) 	
      to require any of the Singapore Companies to issue any
      further or other shares in their capital or any other security convertible
      or exchangeable into shares in their capital or to convert or exchange any
      securities into or for shares in the capital of any of the Singapore
      Companies;

	 	 	 
	 	(ii) 	
      for the issue or allotment of any unissued shares in the
      capital of any of the Singapore Companies;

	 	 	 
	 	(iii) 	
      to require any of the Singapore Companies to purchase,
      redeem or otherwise acquire any of the issued and outstanding shares in
      their capital; or

	 	 	 
	 	(iv) 	
      to acquire the Selling Shares or any of
  them;



              
(l)               
Seller, as owner of 100% of the issued and outstanding shares in the Singapore
Companies, warrants that the Singapore Companies own good, valid and marketable
title to its shares of stock in the Philippine Companies, free and clear of any
and all mortgages, liens, charges, restrictions, pledges, assignments, fiduciary
transfers, security rights, security interests or any encumbrance or claim;

11




              
(m)              
No person has any agreement, right or option, present or future, contingent,
absolute or capable of becoming an agreement, right or option or which with the
passage of time or the occurrence of any event could become an agreement, right
or option: 

	 	(i) 	
      to require any of the Philippine Companies to issue any
      further or other shares in their capital or any other security convertible
      or exchangeable into shares in their capital or to convert or exchange any
      securities into or for shares in the capital of any of the Philippine
      Companies;

	 	 	 
	 	(ii) 	
      for the issue or allotment of any unissued shares in the
      capital of any of the Philippine Companies; or

	 	 	 
	 	(iii) 	
      to require any of the Philippine Companies to purchase,
      redeem or otherwise acquire any of the issued and outstanding shares in
      their capital;



              
(n)              
Seller, as the indirect owner of 100% of the issued and outstanding shares in
the Magellan Subsidiaries and the indirect owner of 40% of Da Gama warrants that
the Philippine Subsidiaries own good, valid and marketable title to their
respective property and assets free and clear of all mortgages, liens, loans,
and encumbrances, except such encumbrances and liens disclosed herein; 

              
(o)               the
Singapore Companies were set up in accordance with the laws or Singapore solely
to facilitate the ownership, directly and indirectly, of mining concessions in a
foreign country and have been used for no other purpose;

12




              
(p)               
since their respective dates of incorporation, the businesses of the Singapore
and Philippine Companies have been carried on in the ordinary course and, other
than as disclosed in this Agreement, there has not occurred any material adverse
change, financial or otherwise, in the assets, liabilities (contingent or
otherwise), business, financial condition or prospects of any of them or in
their capital since November 15th, 2008; 

              
(q)               
the financial records of all of Singapore and Philippine Companies have been
kept in accordance with applicable law; 

              
(r)               
none of the Singapore or Philippine Companies has any guarantees, indemnities or
contingent or indirect obligations with respect to the liabilities or
obligations of any other person (including any obligation to service the debt of
or otherwise acquire an obligation of another person or to supply funds to, or
otherwise maintain any working capital or other balance sheet condition of any
other person); 

              
(s)               
all material transactions of the Singapore and Philippine Companies have been
promptly and properly recorded or filed in or with their respective books and
records. The minute books of the Singapore and Philippine Companies contain
records of all the meetings and proceedings of their respective shareholders and
directors, where applicable; 

              
(t)               
all tax returns and reports of the Singapore and Philippine Companies required
by law to be filed before the date of this Agreement have been filed and are
true, complete and correct, and all taxes and other government charges have been
paid or accrued; 

              
(u)               
none of the Singapore or Philippine Companies has received notice of any
reviews, reassessments, or queries regarding irregularities in respect of any
tax filing or other like filing relating to any of the Singapore and Philippine
Companies; 

13




              
(x)               
there are no amounts outstanding and unpaid for which any of Singapore or
Philippine Companies has previously claimed a deduction under their respective
governing income tax legislation; 

                (aa)               
none of the Singapore or Philippine Companies has received written notice of any
administrative or judicial judgment or case (other than the East-Sun vs Peter
Draper case, of which the parties are aware), order, decree or proceeding that
relates to violation of environmental laws or other laws with respect to the
mineral interests of the Philippine Companies or the release, discharge,
emission or disposal of hazardous materials or substances on, to, from or under
the properties or that relates to a violation of environment laws that has not
been remediated to the satisfaction of the applicable governmental authority
with jurisdiction over such release, discharge, emission or disposal; 

              
(bb)               
is not aware of any release of hazardous materials on, to, or from or under the
mineral properties of the Philippine Companies; 

              
(cc)               
the compliance by Seller with the provisions of this Agreement and the
consummation of the transactions contemplated herein do not require the consent,
approval or authorization of, or registration or qualification with, any
governmental authority, stock exchange, securities regulatory authority or other
person; 

              
(dd)               
there is no action, suit, litigation, arbitration proceeding, governmental
proceeding, investigation or claim, including appeals and applications for
review, in progress or pending or threatened against or relating to any of the
Singapore or Philippine Companies or affecting any of their assets or business,
or their mineral interests, before any court, governmental department,
commission, board, bureau or agency, or arbitration panel, and there is not
presently outstanding against the Singapore or Philippine Companies or the
mineral interests any judgment, decree, injunction, rule or order of any court,
governmental department, commission, agency or

14




arbitrator, which might materially and adversely affect the
Singapore or Philippine Companies of their respective assets, business, future
prospects or financial condition, or their mineral interests; 

              
(ee)               
none of the Singapore or Philippine Companies is in material breach of any law,
ordinance, statute, regulation, bylaw, order, decree, or permit to which it is
subject or which applies to it, and the uses to which the assets of any of them
have been put are not in breach of any law, ordinance, statute, regulation,
bylaw, order, decree or permit; 

              
(ff)               
the Singapore Companies do not carry on business anywhere other than Singapore,
and the Philippine Companies do not carry on business anywhere other than the
Philippines; 

              
(gg)               
neither the making of this Agreement, the completion of the transactions
contemplated by it, nor the performance of or compliance with its terms will
violate the memorandum or articles or constating documents of any of the
Singapore or Philippine Companies or any agreement to which any of the Singapore
or Philippine Companies is a party; nor will they give any person or company any
right to terminate or cancel any agreement or any right enjoyed by the Singapore
or Philippine Companies; or result in the creation or imposition of any
encumbrances in favour of a third party upon or against the assets of the
Singapore or Philippine Companies or the Selling Shares; 

              
(hh)               
none of the Singapore or Philippine Companies is party to, bound by or subject
to any indenture, mortgage, lease, agreement, instrument, statute, regulation,
order, judgment, decree or law which would be violated, contravened or breached
by, or under which any default would occur as a result of, the execution and
delivery by the Seller of this Agreement or the performance by the Seller of any
of the terms hereof; 

              
(ii)               
the execution, delivery and performance of this Agreement by the Seller and the
consummation of the transactions herein provided for, will not

15




result in the breach or violation in any material respect of
any of the provisions of, or constitute a default under, or conflict with any
laws applicable to the Singapore or Philippine Companies; 

              
(jj)               
the Seller does not have any specific information relating to any of the
Singapore or Philippine Companies which is not generally known or which has not
been disclosed to the Buyer and which if known could reasonably be expected to
have a materially adverse effect on the value of the Selling Shares;

              
(kk)               
the execution and delivery of this Agreement and all documents related to the
closing of the transaction contemplated in this Agreement have been or will be
on or before the closing date duly authorized by all necessary and appropriate
corporate proceedings of both the Seller; 

              
(ll)               
all information furnished by the Seller in connection with the negotiation and
preparation of this Agreement is true and accurate in all respects and not
misleading and does not omit any facts, the omission of which will make any
information misleading; and 

              
(mm)               
it acknowledges that the Buyer is not currently a “reporting issuer” under the
applicable securities legislation of the Province of British Columbia or of any
other jurisdiction and as such have been independently advised as to the
applicable hold period imposed in respect of the Shares and confirms that no
representation has been made respecting the applicable hold periods for the
Shares and are aware of the risks and other characteristics of the Shares and of
the fact that the Seller may not be able to resell all or any of the Shares or
except in accordance with the applicable securities legislation and regulatory
policies. 

5.2               
Buyer hereby represents and warrants to Seller that:

16




              
(a)               
it is a duly organized, validly existing and in good standing under and by
virtue of the laws of Canada; 

              
(b)               
it has the requisite corporate power and authority to enter into and perform its
obligations under this Agreement; 

              
(c)               
it has obtained all the corporate authorizations required or necessary for the
execution and delivery of this Agreement, the performance of its obligations
herein and all such authorizations remain valid and effective. 

              
(d)               
its obligations under this Agreement are enforceable against Buyer in accordance
with their terms and conditions; 

              
(e)               
the execution of this Agreement and performance of its obligations in this
Agreement do not violate any provision of its Articles of Incorporation and
By-Laws, nor any provision of any existing law, rule, regulation, judgment or
order of any court, government agency, or arbitrator, applicable or affecting
the Buyer, which violation may cause or result in the termination, suspension or
revision of this Agreement, nor constitute an event of default under any other
agreement to which Buyer is a party which may cause or result in the
termination, suspension or revision of this Agreement or which may reasonably be
expected to have a material adverse effect on any of the rights and obligations
of Seller under this Agreement; 

                (f)               
Buyer owns good, valid and marketable title to its shares of stock, free and
clear of any and all mortgages, liens, charges, restrictions, pledges,
assignments, fiduciary transfers, security rights, security interests or any
encumbrance or claim; and 

17




              
(g)               
all information furnished by the Buyer in connection with the negotiation and
preparation of this Agreement is true and accurate in all respects and not
misleading and does not omit any facts, the omission of which will make any
information misleading. 

	6. 	
      TAXES, EXPENSES AND OTHER
  CHARGES



              
6.1               
Taxes to effect the transfer of the shares of the Singapore Companies to the
Buyer and the shares of stock in the Philippine Companies held by nominee
director/s of the Singapore Companies to Buyer’s nominees shall be for the
account of the Seller.

              
6.2               
All other costs and related expenses which may be incurred in the execution of
this Agreement shall be for the account of the Buyer. 

	7. 	
      ENTIRE AGREEMENT



              
This Agreement encompasses all the terms and conditions for the transfer of
ownership of the Singapore Companies from the Seller to the Buyer. Unless
otherwise provided under this Agreement, the parties agree that upon execution
of this Agreement, the parties shall have no further obligation of whatsoever
nature to the other. 

	8. 	
      SEVERABILITY



              
  If any part, term or provision of this Agreement shall become invalid or unenforceable,
  the validity or enforceability of the remaining portions or provisions shall
  not be affected, and the rights and obligations of the Parties shall be construed
  as if this Agreement did not contain the invalid or unenforceable part, term
  or provision.

18



 

	9. 	
      COUNTERPARTS



              
This Agreement may be executed in two or more counterparts, each of which shall
be considered an original, but all of which together shall constitute but one
and the same Agreement by and among the Parties. 

	10. 	
      ARBITRATION



              
All disputes, or differences which may arise between the Parties, out of, or in
relation to, or in connection with this Agreement, or for the breach thereof
shall be finally settled by arbitration in the Province of British Columbia
Canada. The award rendered by the arbitrator(s) shall be final and binding upon
both Parties concerned. 

	11. 	
      APPLICABLE LAWS



              
This Agreement will be governed by and construed in accordance with the laws of
The Province of British Columbia Canada.. 

	12. 	
      EFFECTIVITY



              
This Agreement shall be deemed effective on the date of its execution.

19




              
IN WITNESS WHEREOF, we have hereunto signed in counterpart this
Purchase Agreement this 15th day of December 2008.. 

	MAGELLAN COPPER AND GOLD plc 	  
	 	 
	By: /s/ Cameron Reynolds 	/s/ Guy Innes 
	 	 
	CAMERON REYNOLDS 	GUY INNES 
	Director 	Director 


SOLFOTARA MINING CORP. 

By: /s/ Brian Lueck 

BRIAN LUECK 
President 

We agree to the above: 

Magellan Acquisition Corp. MAC

By: /s/ David K. Rayn

David K. Ryan
Director 

Pengram Corporation

 By: /s/ Richard W. Donaldson

Richard W. Donaldson 
President and Director


20




ACKNOWLEDGEMENT

              
BEFORE ME, a witness for and in the City of Singapore, this 12
day of December, 2008, personally appeared the following: 

	NAME 	PASSPORT NO. 	DATE/PLACE OF ISSUE 
	 	 	 
	1. Cameron Reynolds 	XXXXXXXX 	XXXXXXXXXXXXXX 
	  	  	 
	WITNESS BY 	IDENTITY NO. 	DATE/PLACE OF ISSUE 
	 	 	 
	Sarah Lee Hwee Hoon 	XXXXXXXXX 	XXXXXXXXXXXXXX



              
BEFORE ME, a Notary Public for and in the City of
Tonnay-Charente, this 12 day of December, 2008, personally appeared the
following: 

	NAME 	PASSPORT NO. 	DATE/PLACE OF ISSUE 
	 	 	 
	2. Guy Innes 	XXXXXXXXX 	XXXXXXXXXXXXXX 


known to me and to be known to be the same persons who executed
the foregoing instrument and they acknowledged to me that the same are their
free and voluntary act and deed as well as that of the Corporations represented.


              
WITNESS MY HAND AND NOTARIAL SEAL on the date and place first
above written. 

	Je soussignée Virginie DUPRAT 	  
	Notaire associé à TONNAY-CHARENT 	  
	Certifie que la signature appose, 	/s/ Notarial stamp and signature 
	ci-contre est bien celle de Mr. Guy Innes 	  
	TONNARY-CHARENT 	  
	LE: 12/12/2008 	  


21




     BEFORE ME, a Notary Public
for and in the City of ________________, this _____day of ______________, 2008,
personally appeared the following: 

	NAME 	 PASSPORT NO. 	DATE/PLACE OF ISSUE 
	 	 	 
	3. Brian Lueck 	XXXXXXXXX 	XXXXXXXXXXXXXX 


known to me and to be known to be the same persons who executed
the foregoing instrument and they acknowledged to me that the same are their
free and voluntary act and deed as well as that of the Corporations represented.


              
WITNESS MY HAND AND NOTARIAL SEAL on the date and place first
above written. 

              
BEFORE ME, a Notary Public for and in the Province of
British Columbia, this 15th day of December, 2008,
personally appeared the following: 

	NAME 	 PASSPORT NO. 	DATE/PLACE OF ISSUE 
	4. David K. Ryan 	N/A 	N/A 


known to me and to be known to be the same person who executed
the foregoing instrument and he acknowledged to me that the same are his free
and voluntary act and deed as well as that of the Corporations represented. 

WITNESS MY HAND AND NOTARIAL SEAL on the date and place
first above written. 


	 	/s/ Notarial signature 
	 	STEPHEN F.X. O’NEILL 
	 	Barrister & Solicitor 
	 	Suite 950, Scotia Tower 
	 	650 West Georgia Street, PO Box 11587 
	 	Vancouver, B.C., V6B 4N8 CANADA




22




              
BEFORE ME, a Notary Public for and in the Province of
British

Columbia, this 15th day of December, 2008,
personally appeared the following: 

	NAME 	 PASSPORT NO. 	DATE/PLACE OF ISSUE 
	 	 	 
	5. Richard W. Donaldson 	N/A 	           
       N/A 


known to me and to be known to be the same person who executed
the foregoing instrument and he acknowledged to me that the same are his free
and voluntary act and deed as well as that of the Corporations represented. 

              
WITNESS MY HAND AND NOTARIAL SEAL on the date and place first
above written. 

	 	/s/ Notarial signature 
	 	STEPHEN F.X. O’NEILL 
	 	Barrister & Solicitor 
	 	Suite 950, Scotia Tower 
	 	650 West Georgia Street, PO Box 11587 
	 	Vancouver, B.C., V6B 4N8 CANADA



Doc. No. ______;
Page No. ______;
Book No.
______;
Series of 2008. 

23




ACKNOWLEDGMENT 

	REPUBLIC OF THE PHILIPPINES 	) 	 
	MAKATI CITY 	)S.S. 	 


              
BEFORE ME, a Notary Public in and for Makati City 14th day of
December, 2008, personally appeared: 

	Name 	Passport No. 	Date/Place Of Issue 
	Brian Lueck 	XXXXXXXXX 	       XXXXXXXXXXXXXX
  


known to me and to me known to be the same persons who executed
the foregoing instrument and they acknowledged to me that the same are their
free and voluntary act and deed. 

              
IN WITNESS WHEROF, I have hereunto set my hand and affixed my official seal at
Makati City, Philippines on the day and year first above written. 

Doc. No. 189; 
Page No. 38; 
Book No.
I; 
Series of 2008.

	 	/s/ Notarial signature 
	 	ATTY. JENNIFER D. FAJELAGUTAN 
	 	NOTARY PUBLIC UNTIL 31 DEC. 2009 
	 	1011 METROPOLITAN AVE., MAKATI CITY 
	 	APPOINTMENT NO M-390 
	 	PTR NO. 0993043/1-08-08/MAKATI CITY 
	 	IBP NO. 734925/1-07-08/MAKATIY CITY 
	 	ROLL NO. 46258 


24




Annex “A”

DEED OF SALE
OF SHARES OF
STOCK

KNOW ALL MEN BY THESE PRESENTS:

              
This Deed of Sale made and entered into by and between:


	MAGELLAN COPPER AND GOLD plc, an
          English company with office address at Suite 106 8-10 Hallam Street,
          London W1W6JE, represented in this Agreement by its directors, Cameron
          Reynolds and Guy Innes (hereinafter referred to as the
          “Vendor”); 

	 
	 - and -  
	 
	SOLFOTARA MINING CORP.,
          a Canadian company with office address at c/o Maitland and Company,
          625 Howe St., Vancouver, B.C., represented in this Agreement by its
          President, Brian Lueck (hereinafter referred to as the “Vendee”).
        




WITNESSETH THAT:

              
  WHEREAS, the VENDOR owns 3,736,394 shares of the issued and
  outstanding shares of MAGELLAN RESOURCES PTE LTD, a corporation duly
  organized and existing under and by virtue of the laws of Singapore with registered
  office address at Blk 213 Henderson Road #02-01 Singapore 159553;

              
WHEREAS, this share is evidenced by Certificate of Stock No.
4;




WHEREAS, the VENDOR is willing to sell and the VENDEE is
willing to purchase the 3,736,394 shares representing all of the issued
and outstanding share of the VENDOR in MAGELLAN RESOURCES PTE LTD for the
total consideration of 1,242,350 SINGAPORE DOLLARS. 

              
NOW THEREFORE, for and in consideration of the foregoing
premises, the parties hereby agree as follows, to wit: 

              
  1.               
  For and in consideration of the sum of 1,242,350 SINGAPORE DOLLARS,
  receipt of which is hereby acknowledged by the VENDOR, the VENDOR hereby TRANSFERS
  AND CONVEYS unto the VENDEE all his rights, title and interest as stockholder-subscriber
  to all of the capital stock of MAGELLAN RESOURCES PTE LTD to the extent
  of 3,736,394 shares at the agreed consideration of 1,242,350 SINGAPORE
  DOLLARS, free from all liens and encumbrances; and 

              
2.               
The VENDOR hereby authorizes the VENDEE to acquire the above-mentioned share
with the same legal and binding effect as if the said share has been originally
subscribed to by the VENDEE. 

              
IN WITNESS WHEREOF, the parties have hereunto signed this Deed
of Sale of Shares of Stock this 15 day of December, 2008. 





	Signed By 	  
	MAGELLAN COPPER AND GOLD plc 	  
	was hereunto affixed in the presence of:	-) ___________________________________
	  	 ) Director 
	  	 ) Cameron John Reynolds 
	  	 ) 
	Name: 	 ) 
	Passport No.: 	 ) 
	Address: 	 ) 
	  	 ) 
	  	  ) ___________________________________
	  	    Witness 




	SOLFOTARA MINING CORP. 	  
	was hereunto affixed in the presence of:	-) ___________________________________
		  )President 
	 	  )BRIAN
      LUECK 
	 	  )
	Name: 	  )
	Passport No.: 	  )
	Address: 	  )
		  )
	 	  )
  ___________________________________
	 	    Witness 



Doc. No. ______;
Page No. ______;
Book No.
______;
Series of 2008. 




Annex “A”

DEED OF SALE
OF SHARES OF
STOCK

KNOW ALL MEN BY THESE PRESENTS:

              
This Deed of Sale made and entered into by and between:


	MAGELLAN COPPER AND GOLD plc, an
          English company with office address at Suite 106 8-10 Hallam Street,
          London W1W6JE, represented in this Agreement by its directors, Cameron
          Reynolds and Guy Innes (hereinafter referred to as the
          “Vendor”); 

	 
	 - and -  
	 
	SOLFOTARA MINING CORP.,
          a Canadian company with office address at c/o Maitland and Company 625
          Howe St., Vancouver, B.C., represented in this Agreement by its President,
          Brian Lueck (hereinafter referred to as the “Vendee”).
        




WITNESSETH THAT:

              
WHEREAS, the VENDOR owns 76,772 shares of the issued and
outstanding shares of ST ANTHONY RESOURCES PTE LTD, a corporation duly
organized and existing under and by virtue of the laws of Singapore with
registered office address at Blk 213 Henderson Road #02-01 Singapore
159553;


              
WHEREAS, this share is evidenced by Certificate of Stock No.
4;




WHEREAS, the VENDOR is willing to sell and the VENDEE is
willing to purchase the 76,772 shares representing all of the issued and
outstanding share of the VENDOR in ST ANTHONY RESOURCES PTE LTD for the
total consideration of 65,387 SINGAPORE DOLLARS. 

              
NOW THEREFORE, for and in consideration of the foregoing
premises, the parties hereby agree as follows, to wit: 

              
  1.               
  For and in consideration of the sum of 65,387 SINGAPORE DOLLARS,
  receipt of which is hereby acknowledged by the VENDOR, the VENDOR hereby TRANSFERS
  AND CONVEYS unto the VENDEE all his rights, title and interest as stockholder-subscriber
  to all of the capital stock of ST ANTHONY RESOURCES PTE LTD to the extent
  of 76,772 shares at the agreed consideration of 65,387 SINGAPORE DOLLARS,
  free from all liens and encumbrances; and 

              
2.               
The VENDOR hereby authorizes the VENDEE to acquire the above-mentioned share
with the same legal and binding effect as if the said share has been originally
subscribed to by the VENDEE. 

              
IN WITNESS WHEREOF, the parties have hereunto signed this Deed
of Sale of Shares of Stock this 15 day of December, 2008. 





	Signed By 	  
	  	  
	MAGELLAN COPPER AND GOLD plc 	  
	was hereunto affixed in the presence of: 	-)___________________________________
	  	 ) Director 
	  	 ) Cameron John Reynolds 
	  	 ) 
	Name: 	 ) 
	Passport No.: 	 ) 
	Address: 	 ) 
	  	 ) 
	  	 )
  ___________________________________
	  	    Witness 



	SOLFOTARA MINING CORP. 	 
	was hereunto affixed in the presence of: 	 -)
  ___________________________________
	  	 ) President 
	  	 ) BRIAN LUECK 
	  	 ) 
	Name: 	 ) 
	Passport No.: 	 ) 
	Address: 	 ) 
	  	 ) 
	  	 )
  ___________________________________
	  	   Witness 


Doc. No. ______;
Page No. ______;
Book No.
______;
Series of 2008. 




ROMISSORY NOTE: ANNEX ‘B’

FOR VALUE RECEIVED the undersigned hereby promises to
pay to or to the order of Magellan Acquisition Corp. ("MAC") at Vancouver, BC,
Canada on March 15, 2009, the principal sum of US $30,000 with no interest. 

The undersigned waives presentment, demand, notice, protest and
notice of dishonour and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Promissory
Note. 

The undersigned agrees this Promissory Note may be negotiated,
assigned, discounted, or pledged by MAC and in every case payment will be made
to the holder of this Promissory Note instead of MAC upon notice being given by
the holder to the undersigned, and no holder of this Promissory Note will be
affected by the state of accounts between the undersigned and MAC or by any
equities existing between the undersigned and MAC and will be deemed to be a
holder in due course and for the value of the Promissory Note held by him. 

DATED at Vancouver, BC, Canada this 12th day of December,
2008

	SOLFOTARA MINING CORP0RATION 
	 
	Per: 	 	 
	 	________________________________  	 CORPORATE 
	SEAL 	 	 
	 	 Brian Lueck,
      President  	 






PROMISSORY NOTE: ANNEX ‘B’

FOR VALUE RECEIVED the undersigned hereby promises to
pay to or to the order of Magellan Acquisition Corp. ("MAC") at Vancouver, BC,
Canada on June 15, 2009, the principal sum of US $50,000 with no interest. 

The undersigned waives presentment, demand, notice, protest and
notice of dishonour and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Promissory
Note. 

The undersigned agrees this Promissory Note may be negotiated,
assigned, discounted, or pledged by MAC and in every case payment will be made
to the holder of this Promissory Note instead of MAC upon notice being given by
the holder to the undersigned, and no holder of this Promissory Note will be
affected by the state of accounts between the undersigned and MAC or by any
equities existing between the undersigned and MAC and will be deemed to be a
holder in due course and for the value of the Promissory Note held by him. 

DATED at Vancouver, BC, Canada this 12th day of December,
2008


	SOLFOTARA MINING CORP0RATION 
	 
	Per: 	 	 
	 	________________________________  	 CORPORATE 
	SEAL 	 	 
	 	 Brian Lueck,
      President