0001117768-11-000253 Sample Contracts

Contract
Stock Purchase Agreement • April 29th, 2011 • South American Gold Corp. • Metal mining

On February 25, 2011, we entered into a stock purchase agreement (the "Agreement”) with Minera Kata S.A. a corporation (sociedad anónima) organized under the laws of the Republic of Panama. Pursuant to the Agreement, South American Gold Corp. has purchased 25% of the outstanding shares of Minera Kata S.A. with an option to purchase up to 75% of its remaining shares in consideration of a $1,000,000 cash payment and the issuance of 1,000,000 shares of the common stock of South American Gold Corp.

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AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 29th, 2011 • South American Gold Corp. • Metal mining

THIS AMENDMENT NO.1 TO THE STOCK PURCHASE AGREEMENT, dated this 25th day of April, 2011 (this “Amendment”), is made by and among Minera Kata S.A., a corporation (sociedad anonima) organized under the laws of the Republic of Panama (as “Seller”) and South American Gold Corp., a corporation incorporated under the laws of the State of Nevada, United States of America (as “Buyer”).

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