SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “ Agreement ”) is dated as of March 25, 2009, among Mexoro Minerals Ltd. (the “ Company ”), and OHAG Holdings Ltd. (including its successors and assigns) the “ Purchaser ”.

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

1.1   Definitions

.  In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings indicated in this Section 1.1:

“ Ayub Guarantee ” shall mean that Affiliate Guarantee in the form attached hereto as Exhibit G .

“ Closing ” means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

“ Closing Date ” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Securities have been satisfied or waived.

“ Commission ” means the Securities and Exchange Commission.

“ Common Stock ” means the common stock of the Company, no par value per share, and any other class of securities into which such securities may hereafter have been reclassified or changed into.

“ Common Stock Equivalents ” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“ Company Counsel ” means FMC.

“ Conversion Price ” shall have the meaning ascribed to such term in the Debentures.

“Debenture” means the convertible debenture agreement, dated the date hereof, among the Company and the Purchaser, in the form of Exhibit A attached hereto.

“ Escrow Shares ” has the meaning set out in Section 2.1.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Funds Escrow Agent ” shall mean FMC.

“ Funds Escrow Agreement ” shall mean the escrow agreement concerning the transfer of funds, dated the date hereof, between the Company, Purchaser and the Escrow Agent, in the form of Exhibit D attached hereto.

 “ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 “ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ MRT Purchase Agreement ” means the Purchase Agreement, dated the date hereof, among the Company and the Purchaser, in the form of Exhibit E attached hereto.

“ Securities ” means the Debentures, warrants, the Underlying Shares, the Escrow Shares and the Initial Shares.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Security Agreements ” means the Mexoro General Security Agreement, dated the date hereof, among the Company and the Purchaser, in the form of Exhibit B attached hereto and the Sunburst General Security Agreement, in the form of Exhibit C attached hereto.

“ Shares Escrow Agent ” shall mean Sanders Ortoli Vaughn-Flam Rosenstadt LLP.

“ Shares Escrow Agreement ” shall mean the escrow agreement concerning the Escrow Shares, dated the date hereof, between the Company, Purchaser and the Escrow Agent, in the form of Exhibit F attached hereto.

“ Short Sales ” shall include all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock). 

“ FMC ” shall mean Fraser Milner Casgrain LLP, 100 King Street West, Toronto, Ontario, M5X 1B2, Canada.

“ Subscription Amount ” means, as to the Purchaser, the aggregate amount to be paid for the Debentures and warrants purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount”, in United States Dollars and in immediately available funds.

“ Trading Day ” means a day on which the Common Stock is traded on a Trading Market.

“ Trading Market ” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, the OTC Bulletin Board or the Pink Sheets.

“ Transaction Documents ” means this Agreement, the Funds Escrow Agreement, the Shares Escrow Agreement, the Debenture and the Security Agreements and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“ Underlying Shares ” means the shares of Common Stock issued and issuable upon conversion or redemption of the Debentures and upon exercise of the warrants in accordance with the terms of the Debentures.

2.1   Closing .  Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of FMC, or such other location as the parties shall mutually agree.  On the Closing Date, upon the terms and subject to the conditions set forth herein, concurrent with the execution and delivery of this Agreement by the parties hereto:

(a) the Company agrees to sell, and the Purchaser agrees to purchase $250,000 of Debentures.  The Purchaser shall deliver to the Escrow Agent via wire transfer or a certified check immediately available funds equal to its Subscription Amount and the Company shall deliver to the Purchaser its Debenture and the other items set forth in Section 2.2 issuable at the Closing;

(b) subject to Section 2.4(a) of this Agreement, the Company shall deliver a certificate in OHAG’s name representing 250,000 of the Company’s common stock (the “Initial Shares”), which certificate shall contain the common legends pertaining to securities sold in reliance of the exemptions from the Securities Act of 1933 provided by Regulation D and/or Regulation S and shall record the ownership of those shares of common stock on its books (or instruct its transfer agent to record such ownership; and

(c)  the Company shall place a certificate in the name of OHAG representing 2,250,000 of its common shares into escrow (the “Escrow Shares”) with the Shares Escrow Agent.  The Parties hereto agree that if (i) the Lender does exercise its right to notify Minera Rio Tinto that it will not sell the Debenture pursuant to Section 4 of the MRT Purchase Agreement and (ii) none of Minera Rio Tinto, the Company or Mario Ayub purchase the Debenture from the Lender under the MRT Purchase Agreement, then the Shares Escrow Agent is hereby instructed to release the Escrow Shares to the Lender.  Such release shall be irrevocable and if the receipt of the Escrow Shares is not sufficient to cover the amount of the Debenture or any other obligations owing to the Lender under this or the MRT Purchase Agreement, the Company shall be liable for the difference in the value of the Escrow Shares and the Debenture and any amounts owed under other obligations owing to the Lender under this or the MRT Purchase Agreement.

2.2   Deliveries

(a)   On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:

(i)   this Agreement duly executed by the Company;

(ii)   a Debenture duly executed by the Company with a principal amount equal to such Purchaser’s Subscription Amount, registered in the name of such Purchaser; and

(iii)   the Security Agreements, duly executed by the Company;

(iv)   the Funds Escrow Agreement, duly executed by the Company;

(v)   the Shares Escrow Agreement;

(vi)   the Escrow Shares (to be delivered to the Shares Escrow Agent); and

(vii)   the MRT Purchase Agreement, duly executed by MRT and the Company; and

(viii)   the Ayub Guarantee, duly executed by Mario Ayub.

(b)   On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company (except as noted) the following:

(i)   this Agreement duly executed by such Purchaser;

(ii)   the Security Agreements, duly executed by the Purchaser;

(iii)   the Funds Escrow Agreement, duly executed by the Purchaser;

(iv)   the Shares Escrow Agreement;

(v)   such Purchaser’s Subscription Amount (cash Subscription Amounts to be delivered to the Escrow Agent); and

(vi)   the MRT Purchase Agreement, duly executed by Purchaser.

2.3   Closing Conditions .

(a)           The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i)   the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchaser contained herein;

(ii)   all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and

(iii)   the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b)   The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

(i)   the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein;

(ii)   all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; and

(iii)   the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement.

2.4   Condition Subsequent

(a)   Within 30 days of Closing, the Company shall deliver to the Escrow Agent a certificate representing 250,000 shares of the Company’s common stock, which shall contain no legends or restrictions on transfer and shall be free of all liens or encumbrances of any kind (“Replacement Shares”). Upon receipt of such Replacement Shares, the Escrow Agent shall inform OHAG of such receipt and OHAG shall return the Initial Shares to the Escrow Agent. Upon receipt by the Escrow Agent of the Initial Shares and Replacement Shares, the Escrow Agent shall promptly deliver the Replacement Shares to OHAG and the Initial Shares to the Company without further instructions from either party.

3.1   Representations and Warranties of the Company .  T

Except as set forth under the corresponding section of the disclosure schedules delivered to the Purchasers concurrently herewith (the “Disclosure Schedules”) which Disclosure Schedules shall be deemed a part hereof, the Company hereby makes the representations and warranties set forth below to each PurchasTTTT he Company makes the representations and warranties set forth below to the Purchaser:

(a)   Organization and Qualification .  The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents.  Each of the Company and the subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “ Material Adverse Effect ”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(b)   Authorization; Enforcement .  The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.  The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directo