AMENDED AND RESTATED SHARE PURCHASE AGREEMENT

(a)

“ Agreement ” means this agreement and any amendment or variation hereto made in accordance with the provisions hereof, including all schedules, appendices and any instruments or agreement supplementary or ancillary hereto;

(b)

“ Business Day ” means a day, other than a Saturday or Sunday, on which banking institutions are open for business in New York, New York, United States of America;

(c)

“Escrow Agent” means Clark Wilson LLP;

(d)

“ Escrow Agreement ” means the Escrow Agreement dated November 21, 2007 among Pubco, Artemis and Clark Wilson LLP, as Escrow Agent;

(e)

“Pubco Warrants” means common share purchase warrants to purchase an aggregate of 2,600,000 common shares of Pubco at an exercise price of $0.27 per share, for a period of 5 years, and in accordance with Section 6.1B of this Agreement, in the form of Schedule 7 attached hereto;

(f)

“ Regulation S ” means Regulation S under the Securities Act;

(g)

“ SEC ” means the Securities and Exchange Commission;

(h)

“ Securities Act ” means the United States Securities Act of 1933, as amended; and

(i)

“ U.S. Person ” has the meaning set forth in Regulation S.

(a)

the division of this Agreement into articles and sections and the further division thereof and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to an article, section, or schedule refers to the specified article or section of or schedule to this Agreement;

(b)

the terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement and not to any particular section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto and, unless otherwise indicated, a reference herein to a section is to the appropriate section of this Agreement;

(c)

words importing the singular number include the plural and vice versa, words importing the use of any gender include all genders, and words importing persons include firms and corporations and vice versa;

(d)

the word “including” means “including, without limiting the generality of the foregoing”; and

(e)

a reference to a statute is to that statute as now enacted or as the statute may from time to time be amended, re-enacted or replaced and includes any regulation, rule or policy made thereunder.

(a)

on November 21, 2007, Pubco issued 4,000,000 common shares of Pubco to Artemis, subject to the terms and conditions of the Escrow Agreement;

(b)

on or about July 26, 2007, Pubco paid $25,000 to each of Aurora and Boreal, for an aggregate payment of $50,000;

(c)

on or about November 30, 2007, Pubco paid $75,000 to each of Aurora and Boreal, for an aggregate payment of $150,000; and

(d)

on or about July 31, 2008, Pubco paid $225,000 to each of Aurora and Boreal, for an aggregate payment of $450,000.

(a)

Artemis acknowledges and agrees that Pubco issued 4,000,000 common shares of Pubco to Artemis pursuant to an exemption from the prospectus and registration requirements of the Securities Act, that the share certificates representing the 4,000,000 common shares of Pubco are endorsed with a restrictive legend, and that such shares may not be sold, transferred or otherwise disposed, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from the registration requirements of the Securities Act and in each case in compliance with all applicable securities laws;

(b)

Artemis acknowledges and agrees that of the 4,000,000 common shares of Pubco issued to Artemis, 1,400,000 common shares of Pubco have been released from, and 2,600,000 common shares of Pubco are held in, escrow pursuant to the Escrow Agreement;

(c)

Artemis agrees to cancel the 2,600,000 common shares of Pubco held in escrow pursuant to the Escrow Agreement and shall provide Pubco and the Escrow Agent with all required documents and authorizations necessary to effect the cancellation of such shares;

(d)

Artemis represents and warrants that it owns 99.9% of the issued and outstanding shares of each of Aurora and Boreal free and clear of any and all encumbrances;

(e)

Artemis agrees to issue to Pubco warrants, or options, or such other instrument in accordance with applicable securities laws to enable Pubco, on terms and conditions to be mutually agreed upon by each of Pubco and Artemis, to purchase:

(i)

27% of the issued and outstanding shares of Aurora for amounts previously advanced by Pubco to Aurora (the “ First Aurora Warrant” );

(ii)

30% of the issued and outstanding shares of Boreal for amounts previously advanced by Pubco to Boreal (the “ First Boreal Warrant ”);

(iii)

additional shares of Aurora in accordance with Section 6 hereof (the “ Additional Aurora Warrants ”); and

(iv)

additional shares of Boreal in accordance with Section 6 hereof (the “ Additional Boreal Warrants ”); and

(f)

except as contemplated by this Agreement, Artemis agrees not to:

(i)

effect any transfer, sale, assignment, exchange, gift, donation or other disposition of the shares of each of Aurora and Boreal owned by Artemis where possession, legal title, beneficial ownership or the economic risk or return associated with such shares passes directly or indirectly from one person to another or to the same person in a different legal capacity, whether or not for value, whether or not voluntary and however occurring (collectively referred to as a “ Transfer ”);

(ii)

enter into any agreement, undertaking or commitment to effect a Transfer; or

(iii)

grant:

A.

any mortgage, charge, pledge, hypothecation, security interest, assignment by way of security, encumbrance, lien (statutory or otherwise), hire purchase agreement, conditional sale agreement, deposit arrangement, title retention agreement or arrangement;

B.

any trust arrangement;

C.

any arrangement which creates a right of set-off out of the ordinary course of business;

D.

any option, warrant, right or privilege capable of becoming a Transfer; or

E.

any agreement to grant any such rights or interests,

in respect of any of the shares of each of Aurora and Boreal owned by Artemis without the prior written consent of Pubco.

(a)

Aurora acknowledges and agrees that each of Pubco and Artemis have lent to Aurora and Aurora is indebted to each of Pubco and Artemis in the following amounts:

(i)

Aurora is indebted to Pubco, as of the date of this Agreement, in the amount of $335,000; and

(ii)

Aurora is indebted to Artemis, as of the date of this Agreement, in the amount of $221,126;

(b)

Aurora agrees to issue a five year note bearing 5% simple interest, in a form to be mutually agreed upon by Pubco and Aurora, to Pubco in the amount of $335,000 representing all previous payments made by Pubco to Aurora up to the date of this Agreement;

(c)

Aurora further agrees to issue a five year note bearing 5% simple interest, in a form to be mutually agreed upon by Pubco and Aurora, upon and as a condition to any payment by Pubco to Aurora, to Pubco in an amount equal to any payment made by Pubco to Aurora pursuant to this Agreement; and

(d)

If at any time after the date of this Agreement there occurs:

(i)

a sale, consolidation, amalgamation or merger of Aurora with or into any other body corporate, or plan of arrangement involving Aurora; or

(ii)

the transfer of the undertaking or assets of Aurora as an entirety or substantially as an entirety to another corporation or entity,

A.

Aurora will repay each of Pubco and Artemis equal payments until Pubco and Artemis each receive $221,126, plus accumulated interest; and

B.

upon repayment of the $221,126 plus accumulated interest to each of Pubco and Artemis, Aurora will repay to Pubco any amounts that Pubco has advanced to Aurora pursuant to this Agreement.

(a)

Boreal acknowledges and agrees that each of Pubco and Artemis have lent to Boreal and Boreal is indebted to each of Pubco and Artemis in the following amounts:

(i)

Boreal is indebted to Pubco, as of the date of this Agreement, in the amount of $335,000; and

(ii)

Boreal is indebted to Artemis, as of the date of this Agreement, in the amount of $193,041;

(b)

Boreal agrees to issue a five year note bearing 5% simple interest, in a form to be mutually agreed upon by Pubco and Boreal, to Pubco in the amount of $335,000 representing all previous payments made by Pubco to Boreal up to the date of this Agreement;

(c)

Boreal further agrees to issue a five year note bearing 5% simple interest, in a form to be mutually agreed upon by Pubco and Boreal, upon and as a condition to any payment by Pubco to Boreal, to Pubco in an amount equal to any payment made by Pubco to Boreal pursuant to this Agreement; and

(d)

If at any time after the date of this Agreement there occurs:

(i)

a sale, consolidation, amalgamation or merger of Boreal with or into any other body corporate, or plan of arrangement involving Boreal; or

(ii)

the transfer of the undertaking or assets of Boreal as an entirety or substantially as an entirety to another corporation or entity,

A.

Boreal will repay each of Pubco and Artemis equal payments until Pubco and Artemis each receive $193,041, plus accumulated interest; and

B.

upon repayment of the $193,041 plus accumulated interest to each of Pubco and Artemis, Boreal will repay to Pubco any amounts that Pubco has advanced to Boreal pursuant to this Agreement.

(a)

Artemis shall issue to Pubco:

(i)

Additional Aurora Warrants, which shall entitle Pubco to purchase 38% of the issued and outstanding shares of Aurora upon Pubco making a payment of $500,000 to Aurora on or before April 30, 2009 (“ Aurora Investment Three” ), and

(ii)

Additional Boreal Warrants, which shall entitle Pubco to purchase 35% of the issued and outstanding shares of Boreal upon Pubco making a payment of $500,000 to Boreal, on or before April 30, 2009 (“ Boreal Investment Three” ); and

(b)

Subject to the completion of:

(i)

Aurora Investment Three, Artemis shall issue to Pubco Additional Aurora Warrants, which shall entitle Pubco to purchase an additional 20% of the issued and outstanding shares of Aurora upon Pubco making a payment of $1,500,000 to Aurora, on or before January 10, 2010 (“ Aurora Investment Four” ), and

(ii)

Boreal Investment Three, Artemis shall issue to Pubco Additional Boreal Warrants, which shall entitle Pubco to purchase an additional 20% of the issued and outstanding shares of Boreal upon Pubco making a payment of $1,500,000 to Boreal, on or before January 10, 2010 (“ Boreal Investment Four” ).

(a)

Subject to Section 3.1, in the event that Pubco makes less than the stated investment amount to complete any of Aurora Investment Three or Aurora Investment Four, the percentage of the issued and outstanding shares of Aurora to be purchased by the Additional Aurora Warrants will be adjusted as follows:

A

the percentage of the issued and outstanding shares of Aurora to be purchased by the Additional Aurora Warrants;

B

amount of payment made by Pubco to Aurora;

C

stated investment amount as specified in each of Sections 6.1(a)(i) and (b)(i), as applicable; and

D

the percentage of the issued and outstanding shares of Aurora to be purchased by the Additional Aurora Warrants that Pubco would be entitled to purchase if Pubco paid the entire investment amount as specified in each of Sections 6.1(a)(i) and (b)(i), as applicable.

(b)

Subject to Section 6.1, in the event that Pubco makes less than the stated investment amount to complete any of Boreal Investment Three or Boreal Investment Four, the percentage of the issued and outstanding shares of Boreal to be purchased by the Additional Boreal Warrants will be adjusted as follows:

A

the percentage of the issued and outstanding shares of Boreal to be purchased by the Additional Boreal Warrants;

B

amount of payment made by Pubco to Boreal;

C

stated investment amount as specified in each of Sections 6.1(a)(ii) and (b)(ii), as applicable; and

D

the percentage of the issued and outstanding shares of Boreal to be purchased by the Additional Boreal Warrants; that Pubco would be entitled to receive had Pubco paid the entire investment amount as specified in each of Sections 6.1(a)(ii) and (b)(ii), as applicable.

(a)

Upon completion of Aurora Investment Three and Boreal Investment Three, Pubco agrees to issue to Artemis Pubco Warrants to purchase 1,200,000 common shares of Pubco, which Pubco Warrants will be exercisable for a period of 5 years at a price of $0.27 per share; and

(b)

Upon completion of Aurora Investment Four and Boreal Investment Four, Pubco agrees to issue to Artemis Pubco Warrants to purchase 1,400,000 common shares of Pubco, which Pubco Warrants will be exercisable for a period of 5 years at a price of $0.27 per share.

(a)

Aurora will:

(i)

consult and work together with Pubco to plan and execute any exploration and development activities conducted by Aurora,

(ii)

provide Pubco with annualized budgets, which annualized budgets will provide cost projections on a monthly basis, and

(iii)

not incur costs in excess of $5,000 for any transaction, or series of transactions, to any particular party, or parties, acting jointly or in concert with one another, without the prior written consent of either Pubco or Artemis; and

(b)

Boreal will:

(i)

consult and work together with Pubco to plan and execute any exploration and development activities conducted by Boreal;

(ii)

provide Pubco with annualized budgets, which annualized budgets will provide cost projections on a monthly basis, and

(iii)

not incur costs in excess of $5,000 for any transaction, or series of transactions, to any particular party, or parties, acting jointly or in concert with one another, without the prior written consent of either Pubco or Artemis.

(a)

Artemis is a corporation duly organized, validly existing and in good standing under the laws of England;

(b)

Artemis has all requisite corporate power and authority to execute and deliver this Agreement and any other document(s) contemplated by this Agreement (collectively, the “ Artemis Documents ”) to be signed by Artemis and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Artemis Documents by Artemis and the consummation of the transactions contemplated hereby have been duly authorized by Artemis’ board of directors. No other corporate or shareholder proceedings on the part of Artemis is necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other Artemis Documents when executed and delivered by Artemis as contemplated by this Agreement will be, duly executed and delivered by Artemis and this Agreement is, and the other Artemis Documents when executed and delivered by Artemis as contemplated hereby will be, valid and binding obligations of Artemis enforceable in accordance with their respective terms except:

(i)

as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally,

(ii)

as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and

(iii)

as limited by public policy;

(c)

neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby, will:

(i)

violate any agreement, written or oral, to which Artemis or any of its subsidiaries may be a party or by which Artemis or any of its subsidiaries may be bound,

(ii)

violate any provision of the Constitution, Articles of Association or any other constating documents of Artemis, any of its subsidiaries or any applicable laws, or

(iii)

violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Artemis, any of its subsidiaries or any of their respective material property or assets;

(d)

Artemis is the registered and beneficial owner, free and clear of all liens, charges and encumbrances of any kind whatsoever, of 99.9% of the issued and outstanding securities of each of Aurora and Boreal;

(e)

there are no written instruments, buy-sell agreements, registration rights or agreements, voting agreements or other agreements by and between or among Artemis or any other person, imposing any restrictions upon the transfer,

prohibiting the transfer of or otherwise pertaining to the shares of each of Aurora and Boreal;

(f)

Artemis has the power and capacity and good and sufficient right and authority to transfer the legal and beneficial title and ownership of the shares of each of Aurora and Boreal to the Purchaser; and

(g)

no person, firm, corporation or entity of any kind has or will have any agreement, right or option of any kind whatsoever to acquire any of the shares of each of Aurora and Boreal.

(a)

Aurora is a corporation duly organized, validly existing and in good standing under the laws of Paraguay and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Aurora is duly qualified to do business and is in good standing as a corporation in each of the jurisdictions in which Aurora owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the business of Aurora taken as a whole;

(b)

Aurora has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “ Aurora Documents ”) to be signed by Aurora and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Aurora Documents by Aurora and the consummation of the transactions contemplated hereby have been duly authorized by Aurora’s board of directors. No other corporate or shareholder proceedings on the part of Aurora is necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other Aurora Documents when executed and delivered by Aurora as contemplated by this Agreement will be, duly executed and delivered by Aurora and this Agreement is, and the other Aurora Documents when executed and delivered by Aurora as contemplated hereby will be, valid and binding obligations of Aurora enforceable in accordance with their respective terms except:

(i)

as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally,

(ii)

as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and

(iii)

as limited by public policy;

(c)

the entire authorized capital stock and other equity securities of Aurora consists of 200,000,000 shares (the “ Aurora Stock ”). As of the date of this Agreement, there are 25,100,020 shares of Aurora Stock issued and outstanding. All of the issued and outstanding shares of Aurora Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of Paraguay and its Constitution and Articles of Association. There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Aurora to issue any additional shares of Aurora Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Aurora any common shares of Aurora Stock. There are no agreements purporting to restrict the transfer of the Aurora Stock, no v