NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this "Agreement") is effective as of (the "Effective Date") by the following parties (each a "Party" and collectively the "Parties"):

• (company or natural person owning the project) with commercial registration No. and tax registration No. , with registered office at , duly represented by its General Manager, identified with No. . According to power of attorney registered in the commercial registry of  and heretofore referred to as the “Disclosing Party”.

• ITRABUA Inc. ("ITRABUA"); A company with incorporation registration No. 1000500967 from the Ministry of Public and Business Services of the Province of Ontario and with tax registration No. 75981 7018 of Canada, represented by its CEO, Mr. José Luis Salazar Molina, identified with Canadian passport No. GI643830, with address at 640 Roselawn Avenue, Toronto, ON, M5N 1K9, Canada and heretofore designated the “Receiving Party”.

Recitals 

• The Parties and/or their Affiliates (as defined below) are considering a potential transaction involving the development, financing, ownership, commissioning and operation of mining projects in Latin America (the "Potential Transaction").

• In connection with the potential transaction, the Disclosing Party (as defined below) and its Representatives (as defined below) may disclose Confidential Information to the Receiving Party (as defined below) and its Representatives.

The Parties therefore agree as follows. 

Definitions 

• "Affiliates" means (i) any person who directly or indirectly controls a Party, (ii) any person directly or indirectly controlled by a Party, or (iii) any person controlled directly or indirectly by persons who directly or indirectly control a Party, where "control" means the authority to direct a person's management, actions, or policies,  whether through the holding of ownership interests, by contract, or otherwise.

• "Applicable Law" means (i) any constitutional provision, statute, law, rule, ordinance, regulation, treaty, code, decree, injunction, judgment, order, resolution, evaluation, stipulation, determination, or mandate of any governmental or quasi-governmental authority, (ii) any applicable regulation or rule of a stock exchange, (iii) any applicable regulation, rule, or standard of professional conduct or responsibility, or (iv) any applicable accounting, regulation, rule or standard of auditing or financial reporting.

• "Confidential Information" means any information disclosed in writing or otherwise by the Disclosing Party or its Representatives to the Receiving Party or its Representatives about (i) the Disclosing Party, (ii) its Affiliates, or (iii) the Potential Transaction, including, but not limited to any of its funding resources, customers, potential customers, sources, resources, or employees,  and the work product that contains or is developed using such information, provided that the Confidential Information excludes information that the Receiving Party can demonstrate:

• • Is publicly known except as a result of a breach of a confidentiality obligation owed by the Receiving Party or its Representatives to the Disclosing Party or its Affiliates.

• • It was in the possession of the Receiving Party or its Representatives prior to the Effective Date, except for information that is protected by an obligation of confidentiality owed by the Receiving Party or its Representatives to the Disclosing Party or its Affiliates.

• • Was received by the Receiving Party or its Representatives from a person other than the Disclosing Party or its Representatives other than information that is protected by an obligation of confidentiality owed by such person to the Disclosing Party or its Affiliates; or

• • It was independently developed by the Receiving Party or its Representatives without use or reference to Confidential Information.

• "Disclosing Party " means a Party that discloses Confidential Information to the other Party or its Representatives.

• "Receiving Party " means a Party that receives Confidential Information from the other Party or its Representatives.

• "Representatives" means a Party's subsidiaries and the shareholders, members, general partners, limited partners, directors, officers, employees, underwriters, rating agencies, and legal, accounting, tax, financial, technical, consulting, and other professional advisors of a Party and its affiliates.

Confidentiality Obligations

• Protection of confidential information. The Receiving Party will (i) protect the confidentiality of the Confidential Information at least to the same extent that the Receiving Party protects its confidential, private or non-public information and (ii) keep the Confidential Information in the possession or control of the Receiving Party or its Representatives at all times.

• Non-disclosure of confidential information. The Receiving Party shall not disclose Confidential Information to any person, and shall cause them to do so, except in the following cases:

• • with the disclosing Party's prior written consent.

• • to the Representatives of the Receiving Party; or

• • To the extent required by Applicable Law, provided, to the extent permitted by Applicable Law, the Receiving Party, and will cause its Representatives to do so, (i) notifies the Disclosing Party in writing as soon as reasonably practicable of any required disclosures and (ii) reasonably cooperates with the Disclosing Party,  at the Disclosure Party's reasonable expense, to limit and obtain an order of protection applicable to any required disclosure.

• Return, destruction, deletion, and retention of confidential information. If directed by the Disclosing Party in writing, the Receiving Party shall return, destroy, or delete all Confidential Information and provide the Disclosing Party with written confirmation that all Confidential Information has been returned, destroyed, or deleted, provided that the Receiving Party and its Representatives may retain the Confidential Information, subject to the terms of this Agreement:  

• • to the extent required by Applicable Law.

• • in accordance with internal records retention policies; or

• • as a result of automated electronic backup or archiving of data in the ordinary course of business.
•  
• For the avoidance of doubt, the return, destruction, deletion, or retention of Confidential Information will not relieve the Receiving Party of its obligations under this Agreement.

Exclusions and Other Obligations

• There is no obligation to make transactions. This Agreement does not impose any obligation on the Parties or their Affiliates to enter into the Potential Transaction or any other transaction. The conclusion of the Potential Transaction or any other transaction is subject to an additional written agreement of the Parties or their Affiliates, each in its sole discretion.

• There is no obligation to disclose. This Agreement does not impose any obligation on the Disclosing Party or its Representatives to disclose any Confidential Information to the Receiving Party or its Representatives.

• No warranty. The Disclosing Party disclaims, and the Receiving Party irrevocably disclaims to the extent permitted by Applicable Law, any express or implied warranties regarding the accuracy, completeness, or fitness for use for any purpose of the Confidential Information. 

• Limitation of Use. The Receiving Party shall not use, and shall cause its Representatives not to, the Confidential Information for any purpose other than in connection with the Potential Transaction, including, but not limited to, offenses in violation of Applicable Law that restricts any person who has material non-public information about a company from acquiring or disposing of securities of such company or from communicating such information to any other person in circumstances where that it is reasonably foreseeable that such person is likely to acquire or dispose of such securities.

• No solicitation. Notwithstanding any other provision of this Agreement, during the term of this Agreement and for a period of one (1) year after termination of this Agreement (the "Restriction Period"), any person who has been or is employed or under contract (whether as a consultant, employee, or otherwise) by or for the Disclosing Party or any of its Affiliates during the Blackout Period."

• Non-circumvention.  Neither Party shall circumvent the other with respect to its customers, processes, products, projects, sources, resources, or otherwise.  Each Party agrees that it will not directly or indirectly circumvent, interfere with, unilaterally contact, or change or attempt to change or alter the relationships or agreements between the Disclosing Party and any of its customers, customers, sources, investors, project subscribers, resources, or employees that exist, are introduced, located, or found by the Disclosing Party.  

Termination and Survival

• Termination. This Agreement shall terminate on the third anniversary of the day of acceptance by both Parties.

• Survival. The following shall survive the termination of this Agreement:

• • the provisions of Section 3.6 and Section 5 below.

• • any rights or remedies of a Party arising prior to the termination of this Agreement; and

• • any rights or remedies of a Party arising after the termination of this Agreement as a result of any breach by the other Party of its obligations under this Agreement prior to the termination of this Agreement.

Other provisions

• Notice. A Party shall provide written notices in connection with this Agreement to the other Party's address and fax number below, which one Party may revise upon written notice to the other Party. Each Party irrevocably consents, and irrevocably waives to the maximum extent permitted by Applicable Law, any right to object, service of process, subpoenas, notices, and documents in any dispute relating to this Agreement at such Party's address below.