THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”). THERE HAS BEEN NO REGISTRATION UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE
RESOLD ABSENT REGISTRATION UNDER THE APPLICABLE SECURITIES LAWS OR
AN EXEMPTION THEREFROM, THE SECURITIES WILL HAVE A LEGEND ON THEM
TO THIS EFFECT. THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED
UPON AN EXEMPTION FROM SECURITIES REGISTRATION PURSUANT TO SECTION
4(2) AND/OR RULE 506 OF THE REGULATION D (“REGULATION
D”) AS PROMULGATED BY THE SEC UNDER THE 1933
ACT.
THESE WARRANTS WILL EXPIRE AND
BECOME NULL AND VOID
AT 5:00 P.M. (PACIFIC TIME) ON
SEPTEMBER __, 2012.
SHARE PURCHASE WARRANTS TO
PURCHASE COMMON SHARES OF
THIS IS TO CERTIFY THAT MRT Investments Ltd.
(the “ Holder ”), has the right to purchase,
upon and subject to the terms and the conditions hereinafter
referred to, up to Three Hundred (300,000) fully paid and
non-assessable common shares (the “ Shares ”) of
Mexoro Minerals, Ltd. (hereinafter called the “
Company ”) on or before 5:00 p.m. (Pacific Time)
on September _____, 2012 (the “ Expiration Date
”) at a price per Share of U.S. $0.36 (the “
Exercise Price ”) on the terms and conditions attached
hereto as Appendix A (the “ Terms and
Conditions ”).
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1.
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ONE
(1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE
ONE SHARE.
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2.
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These Warrants are issued subject to
the Terms and Conditions, and the Warrant Holder may exercise the
right to purchase Shares only in accordance with those Terms and
Conditions. The Warrant shall expire on the Expiration
Date.
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3.
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Nothing contained herein or in the
Terms and Conditions will confer any right upon the Holder hereof
or any other person to subscribe for or purchase any Shares at any
time subsequent to the Expiry Date, and from and after such time,
this Warrant and all rights hereunder will be void and of no
value.
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IN WITNESS WHEREOF , the Company has executed this Warrant
Certificate this
day of September, 2009.
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MEXORO
MINERALS, LTD.
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Per:
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Authorized
Signatory
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TERMS AND CONDITIONS dated September
_____, 2009, attached to the non-transferable Warrants issued
by Mexoro Minerals, Ltd.
In these Terms and Conditions, unless there is
something in the subject matter or context inconsistent
therewith:
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(a)
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“Company” means Mexoro
Minerals, Ltd. until a successor corporation will have become such
as a result of consolidation, amalgamation or merger with or into
any other corporation or corporations, or as a result of the
conveyance or transfer of all or substantially all of the
properties and estates of the Company as an entirety to any other
corporation and thereafter “Company” will mean such
successor corporation.
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(b)
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“Company’s
Auditors” means an independent firm of accountants duly
appointed as auditors of the Company.
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(c)
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“Director” means a
director of the Company for the time being, and reference, without
more, to action by the directors means action by the directors of
the Company as a Board, or whenever duly empowered, action by an
executive committee of the Board.
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(d)
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“herein,”
“hereby” and similar expressions refer to these Terms
and Conditions as the same may be amended or modified from time to
time; and the expression “Article” and
“Section,” followed by a number refer to the specified
Article or Section of these Terms and Conditions.
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(e)
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“person” means an
individual, corporation, partnership, trustee or any unincorporated
organization and words importing persons have a similar
meaning.
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(f)
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“Shares” means the
common shares in the capital of the Company as constituted at the
date hereof and any shares resulting from any subdivision or
consolidation of the Shares.
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(g)
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“Warrant Holders” or
“Holders” means the holders of the Warrants.
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(h)
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“Warrants” means the
warrants of the Company issued and presently authorized and for the
time being outstanding.
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Words importing the singular number include the
plural and vice versa, and words importing the masculine gender
include the feminine and neuter genders.
1.3
Interpretation not affected by Headings
The division of these Terms and Conditions into
Articles and Sections, and the insertion of headings are for
convenience of reference only and will not affect the construction
or interpretation thereof.
The rights and restrictions attached to the
Warrant shall be construed in accordance with the laws of the State
of New York. The Holder, in its personal or corporate capacity and,
if applicable, on behalf of each beneficial purchaser for whom it
is acting, irrevocably agrees to the jurisdiction of the courts of
the State of New York.
1.5
Additional Issuances of Securities
The Company may at any time and from time to
time do further equity or debt financing and may issue additional
Shares, Warrants, convertible securities, stock options or other
similar rights to purchase its capital stock.
SECTION 2
ISSUE OF WARRANTS
2.1 Issue in
substitution for Lost Warrants
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(a)
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In
case a Warrant becomes mutilated, lost, destroyed or stolen, the
Company, at its discretion, may issue and deliver a new Warrant of
like date and tenor as the one mutilated, lost, destroyed or
stolen, in exchange for and in place of and upon cancellation of
such mutilated Warrant, or in lieu of, and in substitution for such
lost, destroyed or stolen Warrant and the substituted Warrant will
be entitled to the benefit hereof and rank equally in accordance
with its terms with all other Warrants issued or to be issued by
the Company.
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(b)
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The
applicant for the issue of a new Warrant pursuant hereto will bear
the cost of the issue thereof and in case of loss, destruction or
theft furnish to the Company such evidence of ownership and of
loss, destruction, or theft of the Warrant so lost, destroyed or
stolen as will be satisfactory to the Company in its discretion and
such applicant may also be required to furnish indemnity in amount
and form satisfactory to the Company in its discretion, and will
pay the reasonable charges of the Company in connection
therewith.
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2.2 Warrant
Holder Not a Shareholder
The holding of a Warrant will not constitute the
Holder thereof as a shareholder of the Company, nor entitle him to
any right or interest in respect thereof except as the Warrant
expressly provided.
3.1 Notice
to Warrant Holders
Any notice required or permitted to be given to
the Holders will be in writing and may be given by prepaid
registered post, electronic facsimile transmission or other means
of electronic communication capable of producing a printed copy to
the address of the Holder appearing on the Holder’s Warrant
or to such other address as any Holder may specify by notice in
writing to the Company, and any such notice will be deemed to have
been given and received by the Holder to whom it was addressed if
mailed, on the third day following the mailing thereof, if by
facsimile or other electronic communication, on successful
transmission, or, if delivered, on delivery; but if at the time of
mailing or between the time of mailing and the third business day
thereafter there is a strike, lockout, or other labour disturbance
affecting postal service, then the notice will not be effectively
given until actually delivered.
3.2 Notice
to the Company
Any notice required or permitted to be given to
the Company will be in writing and may be given by prepaid
registered post, electronic facsimile transmission or other means
of electronic communication capable of producing a printed copy to
the address of the Company set forth below or such other address as
the Company may specify by notice in writing to the Holder, and any
such notice will be deemed to have been given and received by the
Company to whom it was addressed if mailed, on the third day
following the mailing thereof, if by facsimile or other electronic
communication, on successful transmission, or, if delivered, on
delivery; but if at the time of mailing or between the time of
mailing and the third business day thereafter there is a strike,
lockout, or other labour disturbance affecting postal service, then
the notice will not be effectively given until actually
delivered:
Mexoro
Minerals, Ltd.
C. General Retana #706
Col San Felipe
Chihuahua, Chih. 31203
Mexico
Fax No. +52
(614) 426 5505 ext 104
with a copy,
which shall not constitute notice, to:
DLA Piper US
LLP
4365 Executive Drive, Suite 1100
San Diego, CA 92121-2133
Attention:
Jeffrey C. Thacker
Fax: +1 (858) 638-5128
SECTION 4
EXERCISE OF WARRANTS
This Warrant is being issued to Holder in
connection with the Consulting Agreement, dated as of the date
hereof, between the Company and Holder (the “Consulting
Agreement”). Notwithstanding anything to the contrary herein,
Holder may only exercise the Warrant for
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