TECHNICAL REPORT

ON THE

AMAZON BASIN GOLD PROPERTY

AMAZONAS, MATO GROSSO AND RONDÔNIA STATES, BRAZIL

Apui Airport Coordinates Latitude: 07° 10' 27.3" South Longitude: 59° 50' 20.4" West

For:

Armadillo Resources Ltd 411 – 470 Granville Street Vancouver, BC Canada V6C 1V5

Prepared By:

David F. Reid, B.Sc., M.Sc., MBA, P.Geo. W. R. Gilmour, B.Sc., P.Geo

Discovery Consultants 201 – 2928 29th Street Vernon, BC, V1T 5A6

P.O. Box 933 Vernon, BC, V1T 6M8

Date: June 30, 2011

i TABLE OF CONTENTS

1. SUMMARY ...... 1

2. INTRODUCTION ...... 3

3. RELIANCE ON OTHER EXPERTS...... 6

4. PROPERTY LOCATION AND DESCRIPTION

4.1 Location ...... 7

4.2 Property Description ...... 7

4.3 Brazilian Mining Code & Permitting...... 16

4.3.1 Exploration and Mining Concessions...... 16

4.3.2 Maintenance of Mineral Tenure Rights...... 17

4.3.3 Environmental Regulations ...... 17

4.3.4 Environmental Liabilities relating to the Amazonia Property...... 17

4.4 Surface Rights ...... 18

4.5 Royalties ...... 18

5. ACCESS, CLIMATE, PHYSIOGRAPHY, LOCAL RESOURCES AND INFRASTRUCTURE

5.1 Access ...... 18

5.2 Climate ...... 20

5.3 Physiography ...... 20

5.4 Local Resources and Infrastructure ...... 21

6. HISTORY...... 21

7. GEOLOGICAL SETTING

7.1 Regional Geology...... 22

7.2 Property Geology...... 25

7.2.1 Manicore Project ...... 25

7.2.2 Aripuana Project - Block 1...... 27

ii 7.2.3 Aripuana Project - Block 2...... 27

7.2.4 Aripuana Project - Block 3...... 27

7.2.5 Aripuana Project - Block 4...... 28

7.2.6 Aripuana Project - Block 5...... 29

7.2.7 Curauai Project - Block 1 ...... 33

7.2.8 Curauai Project - Block 2 ...... 36

7.2.9 Madeirinha Project ...... 38

7.2.10 Apiacus Project ...... 40

7.2.11 Juruena Project...... 42

7.2.12 Matupa Project - Block 1 ...... 44

7.2.13 Matupa Project - Block 2 ...... 44

7.2.14 Matupa Project - Block 3 ...... 44

7.2.15 Matupa Project - Block 4 ...... 48

7.2.16 Jatoba Project ...... 50

7.2.17 Cacoal Project ...... 52

7.2.18 Theobroma Project ...... 54

7.3 Structure...... 56

8. DEPOSIT TYPES...... 56

9. MINERALIZATION ...... 57

10. EXPLORATION...... 58

10.1 Soil and Saprolite Sampling...... 58

10.2 Stream Sediment Geochemical Survey...... 58

11. DRILLING...... 59

12. SAMPLING METHOD AND APPROACH

12.1 Soil and Saprolite Sampling...... 59

iii 13. SAMPLE PREPARATION, ANALYSES, AND SECURITY

13.1 Soil and Saprolite Sampling...... 59

14. DATA VERIFICATION...... 60

15. ADJACENT PROPERTIES ...... 60

16. MINERAL PROCESSING AND METALLURGICAL TESTING...... 62

17. MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES ...... 62

18. OTHER RELEVANT DATA and INFORMATION ...... 63

19. INTERPRETATION AND CONCLUSIONS

19.1 Geology and Mineralization...... 63

19.2 Exploration Targets ...... 63

19.2.1 Manicore Project ...... 63

19.2.2 Aripuana Project – Block 1...... 64

19.2.3 Aripuana Project - Block 2 ...... 64

19.2.4 Aripuana Project - Block 3 ...... 64

19.2.5 Aripuana Project - Block 4 ...... 64

19.2.6 Aripuana Project - Block 5 ...... 64

19.2.7 Curauai Project - Block 1...... 64

19.2.8 Curauai Project - Block 2...... 65

19.2.9 Madeirinha Project ...... 65

19.2.10 Apiacus Project ...... 68

19.2.11 Juruena Project...... 68

19.2.12 Matupa Project...... 68

19.2.13 Jatoba Project...... 68

19.2.14 Cacoal Project...... 68

19.2.15 Theobroma Project ...... 68

iv 20. RECOMMENDATIONS ...... 71

20.1 Recommended Phase One Exploration Program...... 71

20.2 Recommended Phase Two Exploration Program ...... 73

21. REFERENCES ...... 76

22. CERTIFICATES OF QUALIFICATIONS ...... 78

List of Tables, Figures and Photos

Tables

Table 1: Mineral Tenure - Amazônia Capital e Participações Ltda., Brazil ...... 10

Table 2: Proposed Budget Phase One Exploration Program...... 72

Table 3: Proposed Budget Phase Two Exploration Program...... 74

Figures

Figure 1: Project Location Map, Amazonas, Mato Grosso and Rondônia States, Brazil...... 5

Figure 2: Property General Geology ...... 24

Figure 3: Geology and Tenure - Manicore Project, 1:600,000 ...... 26

Figure 4: Geology and Tenure - Aripuana Project – Blocks 1, 2 and 4, 1:600,000 ...... 30

Figure 5: Geology and Tenure – Aripuana Project – Block 3, 1:600,000 ...... 31

Figure 6: Geology and Tenure – Aripuana Project – Blocks 4 and 5, 1:600,000 ...... 32

Figure 7: Geology and Tenure - Curauai Project – Block 1, 1:500,000 ...... 35

Figure 8: Geology and Tenure - Curauai Project - Block 2, 1:500,000 ...... 37

Figure 9: Geology and Tenure - Madeirinha Project, 1:300,000...... 39

Figure 10: Geology and Tenure – Apiacus Project, 1:600,000 ...... 41

Figure 11: Geology and Tenure - Juruena Project, 1:500,000 ...... 43

Figure 12: Geology and Tenure - Matupa Project – Block 1, 1:300,000 ...... 45

v Figure 13: Geology and Tenure – Matupa Project – Block 2, 1:350,000...... 46

Figure 14: Geology and Tenure – Matupa Project – Block 3, 1:300,000...... 47

Figure 15: Geology and Tenure – Matupa Project – Block 4, 1:450,000...... 49

Figure 16: Geology and Tenure - Jatoba Project, 1:600,000 ...... 51

Figure 17: Geology and Tenure - Cacoal Project, 1:650,000 ...... 53

Figure 18: Geology and Tenure - Theobroma Project, 1:400,000 ...... 55

Figure 19: Gold in Soils – Madeirinha, Project, 1:15,000...... 66

Figure 20: Chromium in Soils - Madeirinha Project, 1:15,000 ...... 67

Figure 21: Gold in Saprolite and Soils – Theobroma Project, 1:7,500...... 70

Photos

Photo 1: Ferry across Rio Sucunduri on Transamazonica Highway ...... 19

Photo 2: River transportation commonly needed to access remote portions of the Property ...... 19

Photo 3: Typical rolling terrain near Apui...... 20

Photo 4: Exposure of layered/bedded, Paleoproterozoic sedimentary units on the Aripuana Project - Block 3...... 28

Photo 5: Garimpeiro site Tres Estados on the Aripuana Project – Block 4 ...... 29

Photo 6: Access road into the garimpeiro site São Francisco...... 33

Photo 7: Garimpeiro site São Francisco ...... 34

vi DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

1. SUMMARY

In May 2010, Mr. Les Kjosness, president of Armadillo Resources Ltd (“Armadillo”), commissioned David F. Reid and William R, Gilmour (the “authors”) of Discovery Consultants (“Discovery”) to undertake an independent review and produce a National Instrument 43-101 Technical Report (“Report”) on the Amazon Basin Gold Property (“Property”) in the states of Amazonas, Mato Grosso and Rondônia, in north-central Brazil. The mineral tenures are owned by Amazônia Capital e Participações Ltda (“Amazônia”), a Brazilian company.

A Letter of Intent (“LOI”), dated October 18, 2010 sets out the major terms of a purchase agreement between Armadillo and Rusheen Handels AG, a private Swiss company (“RHAG”), in which Armadillo can purchase 99% of Amazônia by the issuance of shares and payment of money to RHAG and the meeting of other requirements. Subsequent to this LOI various other agreements have been signed, most recently May 31, 2011.

The authors are neither associates nor affiliates of Armadillo or Amazônia or any associated company.

The Project comprises 164 processos minerais (exploration licences) totalling 1,370,368 hectares. These have been grouped into ten areas (Section 7.2) according to Project name, geographical location and geologic setting. All the processos minerais are beneficially owned 100% by Amazônia. Some processos minerais, registered in other names, are reported by Amazônia to be held in trust for Amazônia.

The information reviewed for this Report consists mainly of unpublished data collected by Amazônia, together with published geologic papers, press releases, maps and NI 43-101 reports written on other projects in the immediate area. Key documents used in the technical descriptions and summaries are cited at appropriate places throughout the Report and listed in detail in the References section.

Some preliminary exploration has been carried out by Amazônia on a few Property target areas (called Projects in this Report), in 2007 and 2008. No exploration has been carried out by Amazônia in 2009, 2010 and in 2011 as of the date of this Report. Armadillo has carried out no exploration programs on the Property.

The author Reid has had considerable exploration experience in various gold camps in Canada and has incorporated information from this personal experience into the descriptions regarding general geology and deposit types.

The author Reid visited this area of Brazil during the period January 7 to January 12, 2010. The purpose of the visit included an evaluation of access to the Properties and an evaluation of the geological exploration model by visiting known garimpeiro workings.

This Report incorporates a summary and interpretation of recent limited exploration work on the Property. The exploration potential is described and recommendations and budget for future work are given.

The strategically located mineral tenure holdings of Amazônia are underlain for the most part by Paleoproterozoic units of the Brazilian Craton. Numerous companies including RTZ, Barrick Gold, Eldorado, CVRD and BHP are reported to be active in this area. The Property is relatively close to the new (2007) Apui gold discovery and the prolific Tapajos River Gold District, which is reported to have produced over 20 million ounces of gold. The Eldorado do Juma mining area is located along the

1 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

banks of the Juma River some 75 km north of the city of Apui.

Minimal exploration programs have been conducted on the Property by Amazônia. Activity to date has been limited to land acquisition, data acquisition including a regional geochemical survey, data compilation on the Property by an outside consultant, combined with limited in-house prospecting, preliminary soil and saprolite sampling. An initial effort has also been made to accurately locate any evidence of garimpeiro mining activities on the Property. Portions of the Theobroma and Madeirinha concessions have been covered by limited geochemical soil and saprolite sampling surveys.

Most of the Amazônia concessions were acquired to cover known garimpeiro operations. As a result, numerous small, historic workings ranging from prospecting pits to large scale excavations are distributed throughout the Property. In Brazil, many of these garimpeiro operations including Colossus Minerals Inc’s Serra Pelada deposit have transitioned from pits into a significant deposit (Jones and Hall, 2007).

In view of the very favourable geologic setting and proximity to areas of known past production, a two-phase exploration program is recommended for the Property.

In Phase One, the program would consist of mapping and extensive saprolite/rock, soil and stream sediment sampling to cover all identified anomalies, interpretation of existing reconnaissance airborne geophysical surveys, ground geophysical surveys (electromagnetic and magnetic) with the objective of delineating structures that may control mineralization, and finally extensive trenching. Most activities would focus on areas of garimpeiro mining, areas of extensively altered and mineralized outcrop exposures, geochemical and geophysical anomalies and obvious, newly delineated structures. This phase of the program herein proposed is designed to evaluate specific portions of the Property that appear to be geologically, geophysically, and geochemically favourable for the development of sizeable mineralized zones. This phase would also result in the abandonment of geologically unfavourable properties. The budget proposed for Phase One is C$ 1,860,000.

Contingent on the results of Phase One, the exploration program will enter into Phase Two, involving additional mapping and sampling, trenching and 6,000 metres of diamond drilling. The exact positioning of drill holes is to be determined by incorporating geological, geochemical and geophysical results. A budget of C$ 2,230,000 is proposed for Phase Two.

In summary, the completion of the two-phase exploration program herein proposed will require a budget of C$ 4,090,000.

Note that the proposed budgets do not include the annual fees (Taxa Anual por Hectares) payable to maintain exploration licences.

Monetary units are expressed in C$ (Canadian dollars), US$ (US dollars) and R$. The currency used in Brazil is the real (R$) with the exchange rate as the date of this Report being C$ 1.00 equal to about R$ 1.62.

2 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

2. INTRODUCTION

In May, 2011, Mr. Les Kjosness, president of Armadillo Resources Ltd (“Armadillo”), commissioned David F. Reid (“Reid”) and William R, Gilmour (“Gilmour”), the “authors”, of Discovery Consultants (“Discovery”) to undertake an independent review and produce a National Instrument 43-101 Technical Report (the “Report”) on the Amazon Basin Gold Property (the “Property”) in the states of Amazonas, Mato Grosso and Rondônia, in north-central Brazil (Figure 1). The mineral tenures are owned by Amazônia Capital e Participações Ltda (“Amazônia”).

A Letter of Intent (“LOI”), dated October 18, 2010 sets out the major terms of a purchase agreement between Armadillo and Rusheen Handels AG, a private Swiss company (“RHAG”), in which Armadillo can purchase 99% of Amazônia by the issuance of shares and payment of money to RHAG and the meeting of other requirements. Subsequent to this LOI various other agreements have been signed, most recently May 31, 2011.

The authors are neither associates nor affiliates of Armadillo or Amazônia or any associated company.

As a result of the various agreements the Property comprises 164 exploration licences (processos minerais) totalling 1,370,368 hectares (“ha”) located in ten target areas. Each one of these areas is defined as a specific Project (e.g., Manicore Project) in keeping with a Property compilation (Tobias da Silva, 2009).

The scope of the Report includes a description of the general setting and history of the Property; a review of the mineral tenure; an examination and review of historical exploration work; an examination and review of exploration conducted to date by Amazônia; and finally interpretations and conclusions of the results obtained. The Report concludes with recommendations and budgeting for further exploration programs.

The author Reid visited this area of Brazil during the period January 7 to January 12, 2010. The purpose of the visit included an evaluation of access to the Properties and an evaluation of the geological exploration model by visiting known garimpeiro workings. A garimpeiro is a nomadic gold prospector/miner, many of whom have been credited with making important gold discoveries in South America. A proposed trip to Eldorado do Juma on January 11, 2010 had to be cancelled due to torrential rain and impassable roads

The author Reid’s observations combined with his knowledge of similar gold deposits in Canada confirms the good exploration potential of the Property. The Report is also based on the authors’ review of field work by Amazônia, along with an evaluation of results and a compilation of published and unpublished data, maps, and reports as referenced. All interpretations and conclusions are based on the authors’ research and the field confirmation of a reasonable geological exploration model, the later of which is most important as previous exploration by Amazônia is minimal due to the company being principally involved in land acquisition. No mineral exploration has been carried out by Armadillo or by Amazônia since its acquisition by Armadillo.

Additionally, this Report incorporates verbal communications of Fabio Mackievicz and Odair Cordeiro, Amazônia employees, both of whom have considerable practical experience on the Property, as well as conversations with a local concession owner.

In Brazil an exploration licence is called a processo minerais. Within the context of this Report the terms concession, mineral tenure, tenure, exploration licence, claim and processo minerais are used interchangeably. Currency units are given in Canadian dollars (C$), US dollars (US$) 3 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

and Brazilian reais (R$). All measurements units are metric except for a few instances where gold is reported in troy ounces.

4 5 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

3. RELIANCE ON OTHER EXPERTS

This report on the Property is based on the following sources of information:

1. The author Reid visited Amazonas State, Brazil, from the 7th to the 12th of January, 2010 in the company of Sr. Fabio Mackievicz, field technician for Amazônia, along with Sr. Odair Cordeiro (Vicino) and Sr. Valoinei Rodrigues both Amazônia ayudantes (field assistants). Four days were spent examining surface exposures and visiting various garimpeiro operations in the vicinity of the city of Apui, Brazil.

2. Publicly available technical reports and maps of a regional and a district nature, published by Brazilian government agencies and/or scientific journals.

3. Information contained in various summary and compilation reports, including those authored by Sr. Luiz Carlos Tobias da Silva, for Amazônia and provided by Mr. John Young, a director of Amazônia, and by F. Mackievicz.

4. Information from discussions with J. Young, a director of Amazônia and F. Mackievicz.

5. Mineral tenure information from Amazônia, which was confirmed by the authors on the DNPM website (https://sistemas.dnpm.gov.br/SCM/extra/site/admin/dadosProcesso.aspx).

6. Written communication from J. Young of Amazônia regarding the mineral tenures held in trust for Amazônia.

7. Legal opinion on the Brazilian Claims by lawyers Vivian Alves da Fonseca and Cristovam do Espírito Santo Filho (Fonseca and Filho, 2011).

The authors are not experts in land, legal, environmental and/or other related matters and therefore have relied (and believe there is a reasonable basis for this reliance) on the reports by various other individuals who have contributed information regarding legal, permitting, mineral tenure and environmental issues.

Information in Section 4.3 of the Report regarding Brazilian land tenure and mineral rights, surface rights, and royalties was quoted directly from the National Instrument 43-101 Technical Report on the Riacho Dos Machados Gold Project by Klohn and Broili, 2008

Additionally, the author did not review the environmental status of the Property. The environmental information presented in the Report is quoted directly from the Technical Report on the Riacho Dos Machados Gold Project by Klohn and Broili, 2008.

This document contains forward looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Although the authors believe the expectations reflected in this report are reasonable at this time, results may vary, and they cannot guarantee future results, levels of activity, performance or achievements.

6 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

4. PROPERTY LOCATION AND DESCRIPTION

4.1 Location

The Property is located south of the city of Manaus in the States of Amazonas, Mato Grosso and Rondônia, in north-central Brazil (Figure 1). The most northern extent of the mineral tenures is at 5° 33' 45" south latitude, the southern at 13° 58' 14" south latitude, the western at 62° 43' 20" west longitude and the eastern at 53° 46' 21" west longitude.

The processos minerais (translatable as exploration licences or concessions) that comprise the Property extend from 480 to 1050 km south of Manaus. An important access point to portions of the Property is the Apui Airport located at latitude 7° 10' 27" south and longitude 59° 50' 20" west. The corresponding UTM coordinates (WGS 84) are 0186414 W and 9206012 S.

4.2 Property Description

The following summarizes the various letters of intent and agreements on the Property pertaining to Armadillo. The sources of the information are news releases and financial statements as filed on SEDAR.

In a Letter of Intent (“LOI”), dated October 18, Rusheen Handels AG (“RHAG”), a private company based in Zurich, Switzerland, granted Armadillo the right to acquire 99% of Amazônia Capital e Participações Ltda. (“Amazônia”), a Brazilian company, from RHAG. Amazônia’s main exploration focus in Brazil is gold.

A formal agreement (“Agreement”) between RHAG and Armadillo, replacing the terms of the LOI, was executed on October 28, 2010. Under the terms of the Agreement, Armadillo purchased 49.5% (990,000 units) of Amazônia by:

x The issuance of 12,500,000 treasury shares of Armadillo to RHAG x The payment of $350,000 by Armadillo to RHAG x The issuance of 750,000 treasury shares of Armadillo for a Finder’s Fee

In the LOI, RHAG granted an option to Armadillo to purchase an additional 49.5% (990,000 units) of Amazônia, for a total of 99%, for a period of three months from the date of the Agreement under the following terms:

x The issuance of 12,500,000 treasury shares of Armadillo to RHAG x The issuance of 750,000 treasury shares of Armadillo for a Finder’s Fee

Under the Agreement, RHAG retains a 2.5% net smelter return (NSR) on all metals and a 2.5% profit interest on diamonds and all non-smelter products.

On November 26, 2010, Armadillo signed an amendment agreement to fully execute the terms of the LOI, including an exercise of the option.

On February 12, 2011 Armadillo signed a new letter of intent, which stipulated that Armadillo advance funds to Amazônia for the maintenance of mineral tenure. These commitments have been made for 2011.

7 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

On May 31, 2011 Armadillo announced that additional mineral tenures were acquired by Amazônia and that 12,500,000 shares of Armadillo were issued to RHAG.

The Property comprises 164 processos minerais, as applications for tenure and granted tenures, totalling 1,370,368 ha, as shown in Table 1. These mineral tenures have been grouped into the ten Projects (Section 7.2) according to geographical location and geologic setting. All the processos minerais are beneficially owned 100% by Amazônia. Some processos minerais, registered in other names, are stated by Amazônia (letter from Amazônia dated October 14, 2010 and in the May 2011 Legal Opinion) to be held in trust for Amazônia. As far as the authors are aware no location surveys of the processos minerais have been conducted by Amazônia.

The mineral tenure information was obtained from Amazônia and confirmed on the Departamento National de Produção Mineral (“DNPM”) website: https://sistemas.dnpm.gov.br/SCM/extra/site/admin/dadosProcesso.aspx

Also, information was obtained from a report titled Exhibit A – List of Mining Claims; Legal Opinion dated May 2011 (“Legal Opinion”), stamped and signed by Brazilian lawyers Vivian Alves da Fonseca and Cristovam do Espírito Santo Filho.

For listed claims not in the name of Amazônia (69 in total), the Legal Opinion states that “all the procedures for the transfer in favour of [Amazônia] are already in progress within the DNPM system”.

Some of the processos minerais are at the application state, That is, the title numbers have not been issued for 48 of the processos minerais. The Legal Opinion states that for these claims “all the legal procedures for mineral research to the claims above are in progress and all the procedures are under the federal mining law and regulations”.

There are six processos minerais on the Curauai Project that show an expiry date predating this Report; however, it may be that additional payments can extend their expiry date.

Amazonas State

The Manicore, Aripuana, Curauai Projects are located in the south-eastern portion of Amazonas State. These three Projects cover portions of the municipalities of Manicore, Novo Aripuana, Apui, Borba and Maues. The primary exploration targets in Amazonas State are gold mineralization/deposits, with some diamond targets.

The Projects comprise 82 processos minerais and encompass 730,147 ha. One processo minerais (866432/2009) has two titles, one for tin and one for gold; however, in this Report it has only been counted as one tenure. Title numbers have been issued for 36 processos minerais.

The processos minerais are registered in the names of Amazônia, Raquel Correa de Silva and Flodoaldo Filho. The titles (totalling 50) for the latter two owners are reported by Amazônia to be held in trust until they are transferred to Amazônia.

Mato Grosso State

The Madeirinha, Juruena, Matupa, Apiacus and Jatoba Projects are located in the northern and south- eastern portions of Mata Grosso State. The Projects include portions of the municipalities of Colniza, Novo Mundo, Paranaita, Apiacas, Nova Bandeirantes, Cotriguacu, Guaranta do Norte, Matupa, Peixoto de Azevado, Marcelandia, Itauba, Nova Santa Helena, Colider, and

8 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

Paranatinga. The primary exploration targets in Mato Grosso State are gold mineralizationposits, with minor diamond and tin targets. The widely scattered five Projects comprise 94 processos minerais and encompass 544,951 ha. Title numbers have been issued for all the processos minerais.

The processos minerais are registered in the names of Amazônia, Raquel Correa da Silva and Milena Vieira Freire. The titles (totalling 18) for the latter two owners are reported by Amazônia to be held in trust until they are transferred to Amazônia.

Rondônia State

The Cacoal and Theobroma Projects are located in the east-central portion of Rondônia State. The Projects include portions of the municipalities of Espigao d’Oeste, Cacoal, Castanheiras, Rolium de Moura, Ji-Parana, Ariquemes, Cacaulandia, Theobroma, Jaru, Mirante da Serra and Governador Jorge Teixeira. The principal exploration targets in Rondônia State are gold, diamonds, tin and copper mineralization/deposits.

The two Projects comprise 14 processos minerais and encompass 95,170 ha. All processos minerais have been issued title numbers.

The processos minerais are registered in the names of Amazônia and Raquel Correa da Silva. The titles (totalling 6) for the latter owner are reported by Amazônia to be held in trust until they are transferred to Amazônia.

9 TABLE 1: MINERAL TENURE - AMAZÔNIA CAPITAL e PARTIPAÇÕES LTDA, BRAZIL

State Project DNPM Year Title Registered Area Munucipality Expiry Commodity No. Acquired Number Owner (ha) Date

Amazonas Manicore 880067 2008 11183 Amazônia 9250 Manicore 2011.10.03 Au Manicore 880083 2008 11226 Amazônia 9568 Manicore 2011.10.03 Au Manicore 880084 2008 11227 Amazônia 9927 Manicore 2011.10.03 Au Manicore 880085 2008 17387 Raquel Correia da Silva 9370 Manicore 2011.12.08 Au Manicore 880086 2008 11228 Amazônia 9911 Manicore 2011.10.03 Au Manicore 880097 2008 Raquel Correia da Silva 9836 Manicore, Novo Au Aripuana Manicore 880098 2008 Raquel Correia da Silva 8370 Novo Aripuana Au Manicore 880101 2008 Raquel Correia da Silva 9364 Manicore, Novo Au Aripuana Manicore 880102 2008 14560 Amazônia 9550 Manicore 2011.10.28 Au Manicore 880103 2008 14561 Amazônia 9875 Manicore 2011.10.28 Au Manicore 880104 2008 Raquel Correia da Silva 8974 Novo Aripuana Au Manicore 880105 2008 Raquel Correia da Silva 9160 Manicore, Novo Au Aripuana Manicore 880106 2008 Raquel Correia da Silva 8885 Manicore, Novo Au Aripuana Manicore 880113 2008 Raquel Correia da Silva 8850 Novo Aripuana Au Manicore 880118 2008 Raquel Correia da Silva 7371 Novo Aripuana Au Manicore 880121 2008 14562 Amazônia 9365 Manicore 2011.10.28 Au Manicore 880122 2008 14563 Amazônia 7254 Manicore 2011.10.28 Au Manicore 880125 2008 Raquel Correia da Silva 8892 Manicore, Novo Au Aripuana Manicore 880126 2008 Raquel Correia da Silva 8428 Manicore, Novo Au Aripuana Manicore 880128 2008 Raquel Correia da Silva 9301 Nova Aripuana Au Total (20) 181500

10 State Project DNPM Year Title Registered Area Munucipality Expiry Commodity No. Acquired Number Owner (ha) Date

Amazonas Aripuana B1 880095 2008 Raquel Correia da Silva 7885 Nova Aripuana Au Aripuana B1 880099 2008 Raquel Correia da Silva 9000 Nova Aripuana Au Aripuana B1 880100 2008 Raquel Correia da Silva 7376 Nova Aripuana Au Aripuana B2 880068 2008 11184 Amazônia 8280 Manicore 2011.10.03 Au Aripuana B2 880133 2008 Raquel Correia da Silva 8687 Apui Au Aripuana B2 880135 2008 Raquel Correia da Silva 3047 Nova Aripuana Au Aripuana B3 880110 2008 Raquel Correia da Silva 3845 Apui Au Aripuana B3 880114 2008 Raquel Correia da Silva 4125 Apui Au Aripuana B3 880115 2008 Raquel Correia da Silva 9493 Apui Au Aripuana B3 880116 2008 Raquel Correia da Silva 10000 Apui Au Aripuana B3 880117 2008 Raquel Correia da Silva 9642 Apui, Borba Au Aripuana B3 880119 2008 Raquel Correia da Silva 8650 Nova Aripuana Au Aripuana B3 880127 2008 Raquel Correia da Silva 4995 Apui Au Aripuana B3 880129 2008 Raquel Correia da Silva 9307 Apui, Borba Au Aripuana B3 880134 2008 Raquel Correia da Silva 9984 Borba, Nova Au Aripuna Aripuana B4 880088 2008 Raquel Correia da Silva 9515 Apui Au Aripuana B4 880089 2008 Raquel Correia da Silva 9336 Apui Au Aripuana B4 880090 2008 Raquel Correia da Silva 8182 Apui Au Aripuana B4 880094 2008 Raquel Correia da Silva 7190 Apui Au Aripuana B4 880096 2008 Flodoaldo Filho 9034 Apui Au Aripuana B4 880107 2008 Raquel Correia da Silva 9839 Apui Au Aripuana B4 880108 2008 Raquel Correia da Silva 4400 Apui Au Aripuana B4 880124 2008 Raquel Correia da Silva 9853 Apui Au Aripuana B4 880130 2008 Raquel Correia da Silva 9875 Apui Au Aripuana B4 880131 2008 Raquel Correia da Silva 6900 Apui Au Aripuana B4 880132 2008 Raquel Correia da Silva 9350 Apui Au Aripuana B4 880136 2008 Raquel Correia da Silva 9675 Apui, Novo Au Aripuana Aripuana B5 880087 2008 Raquel Correia da Silva 8586 Apui Au Aripuana B5 880091 2008 Raquel Correia da Silva 8650 Apui Au Aripuana B5 880092 2008 Raquel Correia da Silva 7650 Apui Au Aripuana B5 880093 2008 Raquel Correia da Silva 8500 Apui Au Aripuana B5 880109 2008 Raquel Correia da Silva 7751 Apui Au Aripuana B5 880111 2008 Raquel Correia da Silva 9556 Apui Au Aripuana B5 880112 2008 Raquel Correia da Silva 8990 Apui Au Aripuana B5 880120 2008 Raquel Correia da Silva 7210 Apui Au Total (35) 284360

11 State Project DNPM Year Title Registered Area Munucipality Expiry Commodity No. Acquired Number Owner (ha) Date

Amazonas Curauai B1 880123 2008 Raquel Correia da Silva 8656 Apui Au Curauai B1 880127 2007 14556 Amazônia 10000 Maues 2011.10.28 Au Curauai B1 880128 2007 14557 Raquel Correia da Silva 10000 Maues 2011.10.28 Au/Dia Curauai B1 880166 2007 8802 Amazônia 9718 Maues 2010.09.12 * Dia Curauai B1 880265 2007 11827 Amazônia 9996 Maues 2010.11.20 * Dia Curauai B1 880266 2007 11828 Amazônia 10000 Maues 2010.11.20 * Au Curauai B1 880267 2007 11829 Amazônia 9933 Maues 2010.11.20 * Au Curauai B1 880268 2007 11830 Amazônia 10000 Maues 2010.11.20 * Dia Curauai B1 880403 2007 946 Raquel Correia da Silva 8759 Maues 2011.03.12 * Au Curauai B2 880070 2008 11186 Amazônia 10000 Maues 2011.10.03 Au Curauai B2 880071 2008 11187 Amazônia 10000 Maues 2011.10.03 Au Curauai B2 880072 2008 11188 Amazônia 10000 Maues 2011.10.03 Au Curauai B2 880073 2008 11189 Amazônia 10000 Maues 2011.10.03 Au Curauai B2 880074 2008 11190 Amazônia 10000 Maues 2011.10.03 Au Curauai B2 880075 2008 11191 Amazônia 10000 Maues 2011.10.03 Au Curauai B2 880076 2008 11192 Amazônia 10000 Maues 2011.10.03 Au Curauai B2 880077 2008 17386 Raquel Correia da Silva 10000 Maues 2011.08.12 Au Curauai B2 880078 2008 11193 Amazônia 9894 Maues 2011.10.03 Au Curauai B2 880079 2008 11194 Amazônia 10000 Maues 2011.10.03 Au Curauai B2 880080 2008 11195 Amazônia 9980 Maues 2011.10.03 Au Curauai B2 880081 2008 11224 Amazônia 9515 Maues 2011.10.03 Au Curauai B2 880082 2008 11225 Amazônia 9686 Maues 2011.10.03 Au Curauai B2 880203 2008 11196 Amazônia 10000 Borba 2011.10.03 Au Curauai B2 880204 2008 11197 Amazônia 10000 Borba, Maues 2011.10.03 Au Curauai B2 880205 2008 11198 Amazônia 9204 Maues 2011.10.03 Au Curauai B2 880206 2008 11199 Amazônia 9743 Maues 2011.10.03 Au Curauai B2 880207 2008 11200 Amazônia 9203 Maues 2011.10.03 Au Total (27) 264287

Mato Grosso Madeirinha 866432 2009 6397 Milena Vieira Freire 9999 Colniza 2012.11.10 Sn Madeirinha 866432 2009 12510 Milena Vieira Freire Colniza 2012.11.10 Au Madeirinha 866637 2007 14031 Raquel Correia da Silva 9772 Colniza 2011.10.28 Au Madeirinha 866994 2007 15560 Raquel Correia da Silva 9969 Colniza 2011.11.13 Au Madeirinha 866995 2007 15561 Raquel Correia da Silva 9492 Colniza 2011.11.13 Au Madeirinha 866996 2007 14032 Raquel Correia da Silva 9334 Colniza 2011.10.28 Au Total (5) 48565

Mato Grosso Apiacus 866413 2008 12805 Amazônia 7749 Novo Mundo 2011.10.14 Au Apiacus 866416 2008 12807 Amazônia 9694 Paranaita 2011.10.14 Au Apiacus 866507 2008 14026 Amazônia 2387 Apiacas 2011.10.28 Au Apiacus 866515 2008 9768 Raquel Correia da Silva 6860 Paranaíta 2012.08.26 Au Total (4) 26690

12 State Project DNPM Year Title Registered Area Munucipality Expiry Commodity No. Acquired Number Owner (ha) Date

Mato Grosso Juruena 866417 2008 15552 Amazônia 5468 Apiacas, Nova 2011.11.13 Au Bandeirantes Juruena 866418 2008 15553 Amazônia 9826 Colniza 2011.11.13 Au Juruena 866419 2008 14004 Amazônia 9420 Colniza, 2011.10.28 Au Cotriguacu Juruena 866421 2008 12808 Amazônia 10000 Colniza, 2011.10.14 Au Cotriguacu Juruena 866422 2008 12809 Amazônia 9800 Cotriguacu 2011.10.14 Au Juruena 866423 2008 12810 Amazônia 9900 Cotriguacu 2011.10.14 Au Juruena 866441 2008 Raquel Correia da Silva 10000 Cotriguacu Au Juruena 866442 2008 15617 Raquel Correia da Silva 6005 Cotriguacu, Nova 2011.11.13 Au Bandeirantes

Juruena 866446 2008 6127 Amazônia 3 Cotriguacu 2012.06.01 Au Juruena 866508 2008 14027 Amazônia 1050 Cotriguacu 2011.10.28 Au Total (10) 71471

Mato Grosso Matupa B1 866440 2008 15616 Raquel Correia da Silva 1185 Novo Mundo 2011.11.13 Au Matupa B1 866443 2008 Raquel Correia da Silva 2569 Paranaita Au Matupa B1 866447 2008 14016 Amazônia 4924 Nova Mundo 2011.10.28 Au Matupa B1 866448 2008 14017 Amazônia 8048 Nova Mundo 2011.10.28 Au Matupa B1 866506 2008 Amazônia 4821 Matupa, Novo Au Munado Matupa B1 866509 2008 14028 Amazônia 7749 Novo Mundo 2011.10.28 Au Matupa B1 866511 2008 12963 Milena Vieira Freire 685 Novo Mundo 2012.11.16 Au Matupa B2 866400 2008 12794 Amazônia 7000 Novo Mundo 2011.10.14 Au Matupa B2 866412 2008 14003 Amazônia 9047 Guaranta do 2011.10.28 Au Norte Matupa B2 866415 2008 15551 Amazônia 9645 Guaranta do 2011.11.13 Au Norte, Novo Mundo Matupa B2 866420 2008 15554 Amazônia 9209 Guaranta do 2011.11.13 Au Norte Matupa B2 866424 2008 12811 Amazônia 9604 Guaranta do 2011.10.14 Au Norte Matupa B2 866430 2008 14006 Amazônia 9432 Guaranta do 2011.10.28 Au Norte Matupa B2 866433 2008 14009 Amazônia 9100 Guaranta do 2011.10.28 Au Norte Matupa B2 866437 2008 14012 Amazônia 9380 Guaranta do 2011.10.28 Au Norte Matupa B2 866438 2008 14013 Amazônia 8898 Guaranta do 2011.10.28 Au Norte Matupa B2 866500 2008 14023 Amazônia 3342 Guaranta do 2011.10.28 Au Norte

13 State Project DNPM Year Title Registered Area Munucipality Expiry Commodity No. Acquired Number Owner (ha) Date

Matupa B2 866501 2008 15556 Amazônia 6805 Guaranta do 2011.11.13 Au Norte Matupa B2 866502 2008 15557 Amazônia 9669 Guaranta do 2011.11.13 Au Norte Matupa B2 866503 2008 14024 Amazônia 9485 Novo Mundo, 2011.10.28 Au Guaranta do Norte Matupa B2 866504 2008 6123 Amazônia 8168 Novo Mundo, 2012.06.01 Au Guaranta do Norte Matupa B3 866401 2008 12795 Amazônia 9892 Guaranta do 2011.10.14 Au Norte, Matupa Matupa B3 866402 2008 12796 Amazônia 9960 Guaranta do 2011.10.14 Au Norte, Matupa Matupa B3 866403 2008 12797 Amazônia 9960 Matupa 2011.10.14 Au Matupa B3 866404 2008 1147 Amazônia 9986 Matupa 2012.05.27 Au Matupa B3 866405 2008 12798 Amazônia 9986 Matupa, Peixoto 2011.10.14 Au de Azevado Matupa B3 866406 2008 12799 Amazônia 9986 Matupa, Peixoto 2011.10.14 Au de Azevado Matupa B3 866408 2008 12801 Amazônia 10000 Peixoto de 2011.10.14 Au Azevedo Matupa B3 866409 2008 12802 Amazônia 10000 Peixoto de 2011.10.14 Au Azevedo Matupa B3 866414 2008 12806 Amazônia 10000 Matupa, Peixoto 2011.10.14 Au de Azevado Matupa B3 866505 2008 14025 Amazônia 9698 Matupa, Peixoto 2011.10.28 Au de Azevado Matupa B4 866407 2008 12800 Amazônia 10000 Marcelandia 2011.10.14 Au Matupa B4 866410 2008 12803 Amazônia 10000 Itauba, Nova Sta 2011.10.14 Au Helena Matupa B4 866411 2008 12804 Amazônia 10000 Marcelandia, 2011.10.14 Au Nova Sta Helena Matupa B4 866425 2008 12812 Amazônia 10000 Marcelandia, 2011.10.14 Au Nova Sta Helena Matupa B4 866426 2008 12813 Amazônia 10000 Nova Sta Helena 2011.10.14 Au Matupa B4 866427 2008 14005 Amazônia 9795 Nova Sta Helena 2011.10.28 Au Matupa B4 866428 2008 12814 Amazônia 5414 Colider, Itauba, 2011.10.14 Au Nova Sta Helena Matupa B4 866429 2008 12815 Amazônia 9807 Nova Sta Helena 2011.10.14 Au Matupa B4 866431 2008 14007 Amazônia 4329 Itauba, Nova Sta 2011.10.28 Au Helena Matupa B4 866432 2008 14008 Amazônia 10000 Marcelandia 2011.10.28 Au Matupa B4 866434 2008 14010 Amazônia 9342 Nova Sta Helena 2011.10.28 Au Matupa B4 866435 2008 15555 Amazônia 5742 Colider 2011.11.13 Au Matupa B4 866436 2008 14011 Amazônia 10000 Nova Sta Helena 2011.10.28 Au

14 State Project DNPM Year Title Registered Area Munucipality Expiry Commodity No. Acquired Number Owner (ha) Date

Matupa B4 866444 2008 14014 Amazônia 9960 Marcelandia 2011.10.28 Au Matupa B4 866445 2008 14015 Amazônia 10000 Marcelandia, 2011.10.28 Au Nova Sta Helena Matupa B4 866510 2008 12817 Milena Vieira Freire 3531 Marcelandia 2011.10.14 Au Matupa B4 866512 2008 12818 Milena Vieira Freire 5627 Marcelandia 2011.10.14 Au Total (48) 391779

Mato Grosso Jatoba 866605 2007 13973 Raquel Correia da Silva 6446 Paranatinga 2011.10.28 diamond Total (1) 6446

Rondônia Cacoal 886133 2008 14160 Amazônia 9872 Ji-Parana 2011.10.28 Sn Cacoal 886317 2006 14168 Amazônia 1635 Espigao d'Oeste 2011.10.28 diamond Cacoal 886320 2007 2673 Raquel Correia da Silva 9934 Cocoal, 2013.03.24 diamond Castanheiras, Rolum de Moura Cacoal 886321 2007 4581 Raquel Correia da Silva 9483 Castanheiras, 2012.04.14 diamond Cocoal Cacoal 886322 2007 7119 Raquel Correia da Silva 2962 Cocoal 2012.06.25 diamond Cacoal 886508 2007 14165 Amazônia 4916 Ji-Parana 2011.10.28 Sn Total (6) 38802

Rondônia Theobroma 886057 2009 1989 Raquel Correia da Silva 10000 Ariquemes 2013.03.12 Sn Theobroma 886108 2008 15761 Amazônia 9434 Theobroma 2011.11.13 Au Theobroma 886109 2008 14175 Amazônia 4743 Theobroma 2011.10.28 Au Theobroma 886185 2008 14178 Amazônia 10000 Theobroma 2011.10.28 Sn Theobroma 886319 2007 17131 Raquel Correia da Silva 341 Ariquemes, 2011.12.03 Au Cacaulandia Theobroma 886514 2007 14164 Amazônia 5971 Theobroma 2011.10.28 Au Theobroma 886515 2007 18349 Raquel Correia da Silva 5921 Theobroma 2011.12.31 Au Theobroma 886579 2007 3574 Amazônia 9958 Theobroma 2011.04.30 Au Total (8) 56368

Total (164) 1,370,268

Exploration licences area have been held for more than 3 years but may have been extended upon additional payments *

15 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

4.3 Brazilian Mining Code & Permitting

Brazil has one of the ten largest economies in the world and is South America’s largest country in population and area. It is a constitutional democracy with a strong national policy encouraging foreign investment. It ranks as one of the world’s leading jurisdictions for mining investment owing to an advanced infrastructure, a large pool of skilled technical and professional personnel and, most importantly, has an established Mining Code which clearly defines the mining rights guaranteed by the Federal Constitution of Brazil (Klohn and Broili, 2008).

A summary of Brazilian mining laws quoted directly from Klohn and Broili, 2008 is reported below.

4.3.1 Exploration and Mining Concessions

“Prospecting and mining of mineral resources in Brazil may be carried out by Brazilians or by companies duly incorporated in Brazil, which hold a licence or concession granted by the Departamento National de Produção Mineral (“DNPM”), the Federal agency responsible for controlling and enforcing the Brazilian Mining Code” (Klohn and Broili, 2008).

“Exploration and mining concessions granted by the government consist of Applications for Exploration Licenses, Exploration Licenses or Mining Concessions as described below. Each concession area is normally limited to a maximum of 2,000 hectares, but up to 10,000 hectares are allowed for licenses or concessions in some difficult areas in the Amazon region. There is no limit on the number of licenses or concessions that may be granted or held by any given individual or company” (Klohn and Broili, 2008).

Application for Exploration Licences [processos minerais]: “Applications must be supported by a location map, exploration plan, and motivation report and must comply with other requirements. Applications are sequentially numbered and dated on filing with the DNPM. Exploration Licenses are normally granted on a priority of application basis provided all requirements are met and the area of interest is not already covered by a pre-existing application or concession” (Klohn and Broili, 2008).

This process may now be modified as it appears that an application can now be done online and there is no waiting period.

Exploration Licences: “The granting of an exploration license by the DNPM guarantees exclusive exploration rights in the concession area to the holder for up to 3 years but can be renewed for a further period under certain conditions. Exploration must begin within 60 days of the issuance of the licence and work must not be interrupted for more than 3 consecutive months or 120 non-consecutive days. A report must be submitted annually to the DNPM on the exploration work and expenditures made on the concessions. Exploration Licenses can be transferred” (Klohn and Broili, 2008).”

Mining Concessions: “An application for a Mining Concession by the holder of an approved Exploration License must be addressed to the Brazilian Mining Ministry and be supported by plans for economic development, mining and processing, together with proof of sufficient financial support to develop the operation. A Mining Concession is not granted unless a license is issued by the environmental authority, which is an entity separate from the DNPM. In most cases this requires an environmental impact assessment, an environmental protection and re-vegetation plan and possible public hearings. Mining Concessions are not limited in time and remain valid until full depletion of the mineral deposit. Mining Concessions can be transferred between parties qualified to hold them and can be sold or leased subject to approval of the appropriate governmental authority.”

No significant fees or other payments are required to be paid in connection with the

16 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

issuance of an Exploration License, an Application for an Exploration License or Mining Concession, or a Mining Concession itself. However, surface owners must be compensated for the disturbance of their activities and other damage caused by the exploration and mining works” (Klohn and Broili, 2008).

4.3.2 Maintenance of Mineral Tenure Rights

Additionally, the owners of mining concessions have the obligation to: execute the work in a manner as proscribed by the Brazilian Mining Law; pay mining levies and surface taxes; strictly follow all the legislation related to mine safety and environmental remediation; preserve all those surface and underground workings created as a result of the mining operation in a safe condition; and provide technical reports on the progress of the work. In the event of a cancellation of the mining right, the owner has the obligation to provide a final geological and mining report.

The annual fee for maintaining a processo minerais for the first three years is R$ 1.90/ha (approximately $C 1.17/ha at the date of this Report). In order to maintain the 1,370,368 ha owned by Amazonia for another year, a fee of approximately C$ 1,603,000 will need to be paid. This is called the Taxa Anual por Hectare (TAH).

4.3.3 Environmental Regulations

“General environmental rules and obligations are relatively similar to those applicable in Canada. The Brazilian Environmental Policy is the responsibility of the Ministry of the Environment and is executed at three levels: federal, state and municipal.

Environmental licenses required for all mining activities are managed at the federal level. The environmental legislation applied to mining is basically consolidated into the following environmental requirements: a) environmental impact study, b) environmental licensing and c) plan for recovery of degraded areas. An environmental impact study applies to mining projects of any substance. Environmental licensing is mandatory for installing, expanding and operating any mining activity under the systems of mining concessions or licensing. A plan for the recovery of degraded areas requires suitable technical solutions to rehabilitate the soil and other aspects of the environment that might be degraded by mining operations. In recognition that an environmental impact study can represent a substantial financial burden for smaller projects, a company can undertake a less detailed form of environmental impact study called “Environmental Diagnostic Report”. This report is submitted to the Environmental State Control, which has the authority to wave a full environmental study” (Jones and Hall, 2008).

4.3.4 Environmental Liabilities relating to the Amazônia Property

While there has been minor historical garimpeiro mining scattered about the Property, the extent of the small scale mine workings are often limited in size. Surface disturbance is usually confined to an area immediately surrounding the working pits.

The authors are not aware of any environmental issues specific to the Property pertaining to previous work.

17 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

4.4 Surface Rights

“In Brazil, surface rights are distinct from mining rights and must be acquired separately. The land owner has no title to the sub-soil or minerals contained therein. The mining code provides for the leasing, acquisition and some form of expropriation of privately held surface rights subject to fair compensation. The holder of a mineral right is entitled to use the surface to conduct mining operations, including the construction of facilities required for such operations. The access to the land and reclamation of disturbed areas must be negotiated with individual surface right holders. However, the landowners are obligated by law to provide access to the mineral license holder in order to conduct exploration. If an agreement cannot be reached by negotiation there are legal mechanisms in place to allow courts to dictate an arrangement” (Jones and Hall, 2008).

4.5 Royalties

“Certain royalties are levied on mineral production in Brazil in accordance with Federal law. The current statutory royalty imposed by the federal government on gold properties is 1% of sales proceeds less sales tax, transportation and insurance costs. The government royalty is divided between the municipality (65%), the state (23%) and the federal government (12%). In addition to the government royalty, a royalty must be paid to the landowner if the surface rights do not belong to the mining titleholder. This landowner amount is equal to one-half the government royalty, which in the case of gold would amount to an additional 0.5%” (Klohn and Broili, 2008).

5. ACCESS, CLIMATE, PHYSIOGRAPHY, LOCAL RESOURCES AND INFRASTRUCTURE

5.1 Access

The city of Manaus is the nearest major city to the Property with an international airport. From Manaus, the Property can be accessed by road following routes BR 319 and 220 as follows (Figure 1):

x City of Manaus to Fumaita, 600 km, southbound Highway BR 319,

x City of Fumaita to Apui, 350 km, eastbound Transamazonica Hwy, BR 220.

The village of Apui has a paved all weather airstrip and is serviced by Apui Taxi Aero Ltda. Flights from Manaus via a twin engine turbo prop are scheduled, depending on weather, every Tuesday, Thursday and Saturday and take about 1 hour and 45 minutes. Luggage space is minimal and excess baggage fees are exorbitant. Traffic volume is high so a two day wait is common. Reservations can be made at the Aero Taxi Office at the Aeroporto Internacional Eduardo Gomes TPSII in Manaus (92- 3652-1440).

Apui has several small hotels and a number of good restaurants. As it is relatively isolated Apui has numerous small stores and shops which cater to the local ranching and mining communities.

Access to the Property is accomplished using a complex system of second to third order gravel roads occasionally branching off the Transamazonica Highway. More remote portions of the Property are accessed using local river transportation, usually dugout canoes.

18 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

Photo 1: Ferry across Rio Sucunduri on Transamazonica Highway

Photo 2: River transportation commonly needed to access remote portions of the Property

19 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

Although the rainy season can hamper access and delay certain possible exploration techniques, such as stream sediment sampling, there are no significant periods during the year when exploration or future possible mining could not happen.

5.2 Climate

Located only 6° south of the equator, the climate on the Property is typically equatorial with little variation in mean monthly temperatures throughout the year. The area has two seasons: a dry winter and a rainy summer, with the main period of rains occurring between November through March. Annual rainfall for the last several years has averaged about 1,000 mm with temperatures ranging from 17°C to 30°C. Humidity is high. These temperatures are occasionally moderated by winds blowing in from the Andes Mountains.

The prevailing vegetation is overgrown, tropical, slash and burn savannas consisting of dense jungle patches interspersed with open grassy fields. The area supports only limited agriculture, mainly subsistence cattle grazing.

5.3 Physiography

The Property is located mainly along the southern edge of the Amazon Basin, with elevations ranging from 75 to 375 metres above sea level. The area consists of gently rolling hills dissected by occasional steep valleys and ravines. Two of the garimpeiro operations visited by the author are located in moderately steep ravines where the drainages had cut into the underlying craton units. Much of the jungle on the flat terrain in the vicinity of Apui has been cut, burned and planted with grass. Ravines and hills are usually left as dense stands of jungle (Photo 3).

Photo 3: Typical rolling terrain near Apui

Most of the old growth jungle in the flatter terrain has been logged. The trees are commercially valuable for lumber and continue to support a local logging industry. The area is transected by several very large rivers which drain north into the Amazon Basin. Most lowlands are very wet. 20 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

When remote pastures are abandoned they are quickly reclaimed by the jungle.

Although not relevant to the Report’s recommended work program, the physiography on the Property and the areal extent of the Property would be suitable to any future possible mining operations, including areas for tailings storage, waste disposal, heap leach pads and processing plant sites.

5.4 Local Resources and Infrastructure

The Property is located in the north-central portion of Brazil between the Tapajos River on the east and the Marteira River to the west, in a region of extensive mining, logging and ranching operations. Skilled labour, professional services and supplies are readily available in the region for all aspects of mineral exploration and mining.

The Manicore, Aripuana and Curauai Projects lie along main Transamazonica Highway (BR 230) between the cities of Fumaita and Jacareacanga. A power line follows BR 230 out of Apui into the country side for a considerable distance. It is reported that during dry seasons surface water almost disappears from more permanent creeks. However, the presence of surficial water during the winter season, combined with numerous aquifers, would be sufficient to supply water for exploration and mining operations. Numerous houses are located near the various properties and if rented could be used as base camps in the initial stages of the exploration programs.

Further to the south the Madeirinha, Apiacus, Juruena, Matupa, Jatoba, Theobroma and Cacoal Projects are all located near villages where suitable accommodations could probably be rented.

6. HISTORY

The northern tier of the Property lies within the western extension of the Tapajos River Gold Belt, or immediately west of this historic region. The first documented gold discovery in the Tapajos District was in 1747. The area has undergone numerous episodes of intense exploration, mainly by hordes of garimpeiros.

Gold output peaked during the years 1983-89 when more than 300,000 garimpeiros produced approximately 1 million ounces per year, predominantly from alluvial deposits. During the 1970s and 1980s the region produced between 30 and 40% of Brazil’s total annual gold output. Gold production of the Tapajos Mineral Province up to 1993 is officially estimated at 7 million ounces. Actual production is considered to be approximately 22 million ounces; however some estimates put the number closer to 30 million ounces (West, 2009).

Today with modern gold exploration just getting underway in the Tapajos Gold District, some 80,000 garimpeiros are reported to be working in the area’s gold rich streams producing a reported 200,000 to 300,000 ounces of gold annually. Technical information including maps or information related to production rates or grades for deposits in the District is not available. These gold figures for the District are estimates of historical and current production.

In 2007, gold was discovered 75 km north of the city of Apui at the Eldorado do Juma site along the banks of the Juma River. Production at this site is estimated at 50,000 ounces of gold, however exact figures are not known.

The population of the city of Apui, located in the State of Amazonas, has exploded as some 6,000 Brazilians moved into this small town of 20,000 people (Phillips, 2007). Facilities are

21 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

understandably stretched to the limit.

Modern exploration is moving into the area. Very often new exploration and drilling activities are localized directly over the zones of pre-existing, large placer pits which have been hand dug or hydraulically excavated by the garimpeiros.

There is no information available regarding historical or current mineral resources and mineral reserve estimates for these areas in accordance with Section 2.4 of the National Instrument 43-101.

The authors have no evidence of pre-Amazônia mineral titles existing over the area of the present Property, although garimpeiro exploration and minor mining have occurred in some areas.

Some preliminary exploration has been carried out by Amazônia on a few Property target areas (called Projects in this Report), in 2007 and 2008. No exploration has been carried out by Amazônia in 2009, 2010 and 2011. Armadillo has carried out no exploration programs on the Property.

7. GEOLOGICAL SETTING

7.1 Regional Geology

The Brazilian Shield extends over much of South America east of the Andes. The major tectonic units of the shield are the Mesoproterozoic Amazon, São Francisco and the Rio de la Plata Cratons, surrounded by Neoproterozoic orogenic belts. There are many smaller cratonic fragments such as the São Luis Craton. Archean rocks occur as small cratonic nuclei in northeastern Brazil. The cratons contain voluminous 2,600 to 3,000 Ma granitic and greenstone belts and a large volume of Paleoproterozoic rocks. The Neoproterozoic orogenic belts are dominantly derived from the reworking of older Archean crust but also include Mesoproterozoic sediments and volcanogenic sediments. Major orogenic activity ceased in the Cambrian Period. Deformation of the Shield in the Phanerozoic is limited to re-activation of older sub-vertical shears.

The Amazon Craton is the largest preserved block in the Brazilian Shield. Deformation is concentrated along the Neoproterozoic Araguaia orogenic belt on the eastern flank of the south Amazon Craton (Jones and Hall, 2007).

The Property principally lies along the western terminus of the Archean Amazon Craton basement block, while a smaller portion extends south into the contact area between the Amazon Craton and the Xingu Platform. As such, a portion of the Property lies within the western extension of the Tapajos River gold belt or just west of this historic region. Numerous small, historic, garimpeiro workings ranging from prospecting pits to larger-scale excavations are distributed throughout the Property. Many garimpeiro operations including Colossus Minerals’ Serra Pelada deposit have transitioned from pits into large significant deposits. The prolific Tapajos River Gold District is reported to have produced over 20 million ounces of gold and several operations including that of Colossus Minerals are currently in or near production.

The Property is generally focused on outcrops of the Iriri Group and Colíder Group, a complex Paleoproterozoic greenstone package consisting of andesites, basalts, various tuffaceous units, pyroclastic breccias, siliclastic sediments and felsic volcanic units including rhyolites and rhyodacites. Published information indicates that the Colíder has more of an intrusion component and may be up to 200 Ma younger than parts of the Iriri. However, on the geology maps the Iriri Group and the Colíder Group are not subdivided, and therefore in this Report they are called the Iriri/Colíder

22 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

Group.

Deep seated structural preparation is necessary for the deposition of craton-style gold mineralization. Several dominant structural trends are evident on the Property. The most dominant of these trends have orientations of azimuth (az) of 017°, az 040°, az 065° and az 305°.

The general geology that encompasses the Property is shown on Figure 2.

23 24 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

7.2 Property Geology

The exploration concessions, modified from a previous compilation (Tobias da Silva, 2009a), has grouped the concessions into 10 target areas, called Projects, according to their geologic positions and geological context. The Projects as named are:

7.2.1 Manicore, Amazonas State 7.2.2 – 7.2.6 Aripuana, Amazonas State 7.2.7 – 7.2.8 Curauai, Amazonas State 7.2.9 Madeirinha, Mato Grosso State 7.2.10 Apiacus, Mato Grosso State 7.2.11 Juruena, Mato Grosso State 7.2.12 – 7.2.15 Matupa, Mato Grosso State 7.2.16 Jatoba, Mato Grosso State 7.2.17 Cacoal, Rondônia State 7.2.18 Theobroma, Rondônia State

This compilation comprised a set of maps at a variety of scales on the various Projects. The authors reviewed these compilations and in order to maintain continuity has kept the original groupings and names.

The Project areas acquired or applied for by Amazônia are generally focused on outcrops of the Iriri/Colíder Group, a complex Paleoproterozoic greenstone package consisting of andesites, basalts, various tuffaceous units, pyroclastic breccias, siliciclastic sediments and the more felsic volcanic units including rhyolites and rhyodacites. The Iriri/Colíder Group is known to host significant gold mineralization and is characterized by a distinct magnetic structure as a result of its high magnetite concentrations.

Descriptions of map units/rock types associated with the various formations, groups and intrusive suites are presented in the legends of the Project maps (Figures 3 to 18). Tobias da Silva references the source of any of these maps as CPRM, 2005 and DNPM, 2008.

Descriptions of the various Projects follow:

7.2.1 Manicore Project

In total, 20 processos minerais encompassing 181,500 ha have been applied for or acquired in this area located 450 km south-southwest of Manaus and 180 km due west of Apui. These mineral tenures follow a series of outcrops of the Paleoproterozoic Iriri/Colíder Group that trend in a northerly direction for approximately 75 km (Tobias da Silva, 2009b). In the southern portion of the Project area, the Iriri/Colíder Group is in fault contact with the Mesoproterozoic Serra de Providência Intrusive Suite consisting of gabbro, monzogranite and syenogranite. To the north, the Iriri/Colíder Group has been intruded by this same unit. The Iriri/Colíder Group is overlain by sediments of the Neoproterozoic Palmeiral Formation.

For decades, the placer-like alluvial mineralization has been the main objective of the garimpeiro mining activity along the Manicore River, which flows northerly just east of the Project area (Tobias da Silva, 2008b) and (Abram, M.B. et al, 1995). Garimpeiro gold areas are reported on the Project.

Figure 3 shows the mineral tenure, geology and garimpeiro sites.

25 26 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

7.2.2 Aripuana Project – Block 1

There are three applications for processos minerais totalling 24,261 ha located just east of the Manicore Project (Tobias da Silva, 2009c). An undifferentiated sequence of Paleoprotozoic Iriri/Colíder Group rocks up to 10 km wide by 34 km long is located in this area. This Group is covered on the west by the Quaternary Hoists Formation, a sequence of alluvium, sand, clay, gravel and peat. To the east, the Group is overlain by the Paleoprotozoic Beneficiente Group that consists of ignimbrites, quartz sandstones, conglomerates and shales. No garimpeiro activity is known. Figure 4 shows the area of the applications and geology.

7.2.3 Aripuana Project – Block 2

In total, 3 processos minerais encompassing 20,014 ha have been applied for or acquired 45 km due east of the northern portion of the Manicore Project and centred 50 km northwest of the city of Apui (Tobias da Silva, 2009c). Three widely scattered outliers of the Iriri/Colíder Group are partially covered by the mineral tenure and applications. In the area of the two eastern applications the Iriri/Colíder Group is overlain by the Paleozoic Igarapé Ipixuna Formation, a quartz-rich sandstone, while the westernmost tenure is covered by alluvium of the Quaternary Içá Formation and fluvial gravels of the Araguaia Formation. Figure 4 shows the mineral tenure, exploration licence applications and geology.

7.2.4 Aripuana Project - Block 3

In total, nine processos minerais totalling 70,041 ha have been made 60 to 100 km northeast of the city of Apui (Tobias da Silva, 2009c). This is a priority exploration area as at least two new recent gold discoveries have been made in this area and five garimpeiro sites of small scale mining are indicated in the area (CPRM, 2005). A central core of six applications covers a larger north trending, undifferentiated exposure of the Iriri/Colíder Group for approximately 10 km wide by 46 km long. Exposures of the Iriri/Colíder group were observed at UTM 0223083 W, 9198055 S. These exposures consist of layered, sheared, sericitic sediments, striking at azimuth 078° and dipping 72° S (Photo 4). Additional applications also cover four small outliers of the Iriri/Colíder Group.

All applications are underlain by quartz sandstones of the Igarapé Ipixuna Formation on the west. The Beneficiente Group is exposed in the eastern portion of the area and underlies the central core of applications. Two garimpeiro sites, Groto Paraiba and Groto da Coher are located approximately six km north of processo minerais application 880129. Figure 5 shows the exploration licence applications and geology.

27 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

Photo 4: Exposure of layered/bedded, Paleoproterozoic sedimentary (?) units on the Aripuana Project- Block 3

7.2.5 Aripuana Project – Block 4

A linear string of 12 processos minerais totalling 103,617 ha has been made 30 km south of the city of Apui. These applications follow an arcuate exposure of undifferentiated Iriri/Colíder Group rocks in an east-northeast direction for 160 km (Tobias da Silva, 2009c).

To the north of this trend the Iriri/Colíder Group is overlain and/or in fault contact with the Igarapé Ipixuna Formation. This unit is described as consisting of quartz sandstones. In addition, in the eastern portion of this area a large 50 km by x 80 km block of the Iriri/ Colíder Group has been mapped.

On January 8, 2010 the author visited the large garimpeiro Tres Estados site on processo minerais application 880090 located at UTM 224184 E, 9198823 N (WGS 84). The garimpeiros have hydraulic mined the entire east-west trending, probably structurally controlled drainage bottom for a distance in excess of 300 m. It was not clear as to whether or not if the mineralization extends out into the sides of the drainage. Disturbance was significant; however the jungle appeared to be quickly rehabilitating the site. Alluvium at this location appears to be in the order of 3 m thick. Figures 4 and 6 show the exploration licence applications, geology and Tres Estados site.

28 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

Photo 5: Garimpeiro site Tres Estados on the Aripuana Project – Block 4

7.2.6 Aripuana Project – Block 5

In total, eight applications for exploration licences totalling 66,893 ha have been made 90 km due south of the city of Apui (Tobias da Silva, 2009c). Two outliers and the western edge of a large block of undifferentiated Iriri/Colíder Group are covered by clusters of applications over a 35 km east-west distance and up to 44 km in a north-south distance. This Group in covered by Tertiary/Quaternary laterites, conglomerates, sand and gravel. One site of garimpeiro activity is known (CPRM, 2005). Figure 6 shows the exploration licence applications, geology and the garimpeiro site.

29 30 31 32 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

7.2.7 Curauai Project – Block 1

In total, nine processos minerais encompassing 87,062 ha have been acquired 90 km east-northeast of the city of Apui (Tobias da Silva, 2009d). The tenures cover a large area underlain by quartz sandstone of the Igarapé Ipixuna Formation. The exploration targets in this area are Iriri-Colíder Group rocks that may occur beneath the sandstone cover rocks. Diamonds are the exploration targets on about a half of the tenures.

An example of the exploration target is at the Garimpo São Francisco, 50 km to the southwest. At this location the garimpeiros are hydraulic mining an east-west trending, structurally controlled shear zone that they reported to be up to six metres wide. The shear zone at this site was hosted by massive, pinkish-grey, porphyritic granite. The garimpeiros were only processing the fine-grained, free gold and were making no attempt to save the pyritic, shear zone material and the limonitic boxwork material that were continually dropping out of their sluice. Photo 7 shows this hydraulic operation.

Figure 7 shows the mineral tenure, geology and the garimpeiro site.

Photo 6: Access road into the garimpeiro site São Francisco

33 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

Photo 7: Garimpeiro site São Francisco

34 35 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

7.2.8 Curauai Project – Block 2

In total, 18 mineral tenures encompassing 177,224 ha have been acquired 210 km northeast of the city of Apui (Tobias da Silva, 2009d). The two central blocks cover a complex mix of units including the Paleoproterozoic Parauari Intrusive Suite consisting of monzodiorites, granodiorites and other intrusive phases, which is overlain by sedimentary and minor volcanic rocks of the Paleoproterozoic Buiucu Formation, Paleozoic Igarape Ipixuna Formation and the Mesozoic Soil Alteration Formation.

Two garimpeiro gold sites are known in this area (CPRM, 2005). This area may represent the western extension of the Tapajos gold district (CPRM, 2005), which has produced over 20 million oz of gold and is still in production.

Figure 8 shows the mineral tenure, geology and the garimpeiro sites.

36 37 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

7.2.9 Madeirinha Project

In total, five processos minerais encompassing 48,566 ha have been acquired 240 km southwest of the city of Apui (Tobias da Silva, 2009e). The mineral tenures are all located within a large area mapped as the Paleoproterozoic São Romao Intrusive Suite described as consisting mainly of metagranodiorite, metamonzogranite and metasyenogranite (Tobias da Silva, 2009).

One garimpeiro site is known on processo minerais 866994 (CPRM, 2005). Garimpeiro tin mining activity is known, immediately to the north of 866637 and 866996. Figure 9 shows the mineral tenure, geology and the garimpeiro sites.

38 39 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

7.2.10 Apiacus Project

In total, four processos minerais, totalling 26,690 ha have been acquired east of the Madeirinha and west of the Juruena Projects. Two of these concessions are underlain by the undifferentiated Paleoproterozoic Iriri/Colíder Group while one concession occurs in the Paleoproterozoic Juruena Intrusive Suite. Concession 866413 occurs approximately 10 km east of the Garimpos Agropecuaria and Rato Fazendamogno. No garimpeiro sites are known to exist in this project area. Figure 10 shows the mineral tenure and geology.

40 41 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

7.2.11 Juruena Project

In total, ten processos minerais encompassing 71,471 ha have been acquired 240 km southeast of the city of Apui (Tobias da Silva, 2009f). The mineral tenures occur over a 130 km generally east- west direction, generally covering the east-west trending contact between the Iriri/Colíder Group and the São Romao Intrusive Suite consisting of metadiorites and metamonzogranite.

One garimpeiro site is shown on processo minerais 866442 (CPRM, 2005). This site, Garimpo Juruena, represents the northwest terminus of three apparently east-southeast trending deposits (az 285°) including the Garimpo Juruena, the Clareira Nova Astro and the Garimpo Nova Astro. Gold mineralization is associated with a system of branched and discontinuous quartz veins hosted by fractures having an orientation of az 020° and dipping 65° to 70° E. The veins of quartz range in width from 10 cm to 1.0 m. Gold is associated with pyrite, chalcopyrite, covellite, galena, tetrahedrite and bornite. Grades were reported to be about 50 g/t gold (Tobias da Silva, 2008).

Figure 11 shows the mineral tenure, geology and the garimpeiro sites.

42 43 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

7.2.12 Matupa Project - Block 1

In total, seven processos minerais encompassing 29,981 ha have been acquired 550 km east- southeast of the city of Apui and 105 km east of the small airstrip town of Alta Floresta (Tobias da Silva, 2009g). The four westernmost, east-west trending processos minerais are underlain by the Iriri/Colíder Group and the Paleoproterozoic Juruena Intrusive Suite consisting of granodiorite, monzogranite, monzonite and quartz monzonite. The eastern processo minerais is almost entirely hosted by the Paleoproterozoic Flor de Serra Intrusive Suite, include gabbro, diorite and monzogabbro.

From the most eastern tenure and extending southeast for 25 km is an area of past extensive garimpeiro mining. These include the following eight gold occurrences: Filao do Naiuram, Filao do Geraldo, Filao do Orlando, Colider I and II, Garimpo Veio, Garimpo Domingos and Filao do Sebastiaos. In addition, approximately 19 km to the south is another area of gold mining (nine garimpeiro sites), called the Region of Garimpo Piexoto de Azevedo (Tobias da Silva, 2008). It has been reported by the CPRM that during the period 1980 to 2000 this region produced some 52,309 kg gold. At Garimpo Paraiba, the main vein ranges from 0.18 m to 1.4 m in width and its length is estimated at 1,500 m. Gold is associated with quartz, pyrite, chalcopyrite, pyrrhotite, chalcocite, bornite, galena, tetrahedrite, molybdenite, bismuth and magnetite (Tobias da Silva, 2008). At the Garimpo Serrinha located in the same area gold mineralization was associated with intensely altered granitic porphyry.

Figure 12 shows the mineral tenure, geology and the garimpeiro sites.

7.2.13 Matupa Project - Block 2

In total, 14 mineral tenures encompassing 118,773 ha have been acquired northeast of the Matupa Project - Block 1 approximately 550 km east-southeast of the city of Apui (Tobias da Silva, 2009g). The tenures cover a large area of the Iriri/Colíder Group and in places the Paleoprotorozoic Teles Pires Granite. No garimpeiro sites are known to exist in this Project area.

Figure 13 shows the mineral tenure and geology.

7.2.14 Matupa Project - Block 3

In total, 10 mineral tenures encompassing 99,468 ha have been acquired north of the Matupa Project - Block 2 approximately 600 km east-southeast of the city of Apui (Tobias da Silva, 2009g). The two groups of tenures cover a large area of the Iriri/Colíder Group in contact with the Teles Pires Granite. No garimpeiro sites are known to exist in this Project area.

Figure 14 shows the mineral tenure and geology.

44 45 46 47 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

7.2.15 Matupa Project - Block 4

In total, 17 mineral tenures encompassing 143,549 ha have been acquired south of the Matupa Project - Block 2 approximately 550 km east-southeast of the city of Apui (Tobias da Silva, 2009g). The lengthy, linear group of tenures covers a large area of the Iriri/Colider Group. No garimpeiro sites are known to exist in this project area.

Figure 15 shows the mineral tenure and geology.

48 49 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

7.2.16 Jatoba Project

One processos minerais encompassing 6,446 ha have been acquired 300 km northeast of the city of Cuiaba, in the most southeast portion of the Property (Tobias da Silva, 2009h). The tenure occurs in the southern portion of the Project area and is underlain by sedimentary rocks of the Neoproterozoic Diamantino Formation.

A garimpeiro site occurs near the processo minerais (CPRM, 2005). This small scale mining may represent diamond activity as several possible kimberlite intrusions and chimneys are indicated (Tobias da Silva, 2009). At this time the significance of these occurrences is unknown.

Figure 16 shows the mineral tenure and geology.

50 51 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

7.2.17 Cacoal Project

In total, six widely scattered processos minerais encompassing 38,802 ha have been acquired 400 km due south of the city of Apui (Tobias da Silva, 2009i). The tenures are shown as being acquired for either diamonds or tin. In the western portion of the Project area, sedimentary rocks of the Paleozoic Pimenta Buena and Rio Rolim de Moura Formations underlie the tenures. In the eastern portion of the Project area two mineral tenures are underlain by the Mesoproterozoic Rio Pardo Intrusive Suite consisting of aplite, monzogranite, pegmatite and quartz monzonite.

Four garimpeiro sites including Ribeiro (tin) and Setor Riochuelo (tin) occur in the western portion of this Project area in the immediate vicinity of the five western tenures (CPRM, 2005).

According to a more detailed map of the Project area by Tobias da Silva, 2008, a tin geochemical anomaly occurs in the eastern portion of the concessions with 13 samples having values in excess of 40 ppm Sn (Tobias da Silva, 2008). In addition, five copper/nickel garimpeiro sites in the Espigao D’Oeste Group also occur in this eastern area.

Figure 17 shows the mineral tenure, geology and the garimpeiro sites.

52 53 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

7.2.18 Theobroma Project

In total, eight processos minerais encompassing 56,368 ha have been acquired 390 km southwest of the city of Apui and near the airstrip city of Ji-Parana (Tobias da Silva, 2009j). The larger block of six mineral tenures occurs around the town of Theobroma. These tenures are underlain by the Paleoproterozoic Jamari Metamorphic Complex, comprising amphibolite, migmatite, orthogneiss, granodiorite and tonalite and intruded by the Mesoproterozoic Serra da Providência Intrusive Suite. These rocks have been overlain by the Mesoproterozoic Nova Brasilândia metavolcanic sequence and the Paleozoic Pimenta Bueno Formation. Two isolated tenures occur to the west, underlain by rocks of the Paleoproterozoic Jamari Complex, comprising gneissic rocks of igneous origin,

Two abandoned garimpeiro gold mining sites are present in this project area (CPRM, 2005 and Tobias da Silva, 2009). The sites, Igarape Jenipapo in the north and Theobroma in the south are underlain by the Proterozoic Nova Brasilandia metavolcanic sequence. It has been reported (personal communication, J. Young) that this region produced some 76,000 oz gold from these two garimpeiro sites. An additional 12 smaller garimpeiro sites occur around the two main sites.

Figure 18 shows the mineral tenure, geology and the garimpeiro sites.

54 55 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

7.3 Structure

Gold deposits in greenstone terrains, most commonly Achaean in age, are typically associated with regional shear zones and fault splays that cut the greenstone sequences. Several dominant structural trends are evident near and on the Property (DNPM, 1981). Most dominant of these trends are the azimuth 017°, az 040°, az 065° and az 305° orientations.

Numerous mines and mineral showings near and on the Property are focused along these dominant structural trends. The Red Dragon and the Agua Blanca veins reflect the 040° orientation, while the Ouro Roxo North Zone of Amerix and the Crepori Project of Brazauro are focused on the 017° to north-south trends. On the Property, Garimpo Juruena has a strong north-south to north-northeast trend.

Usually, gold mineralization is associated with pyrite, arsenopyrite, chalcopyrite, covellite, bornite and galena. Wall rocks generally exhibit intense hydrothermal alteration.

In contrast, Colossus Minerals’ Serra Pelada deposit lies within a broad braided zone of steeply dipping, east-west trending, ductile shearing known as the Itacaiunas Shear Zone, which produced linked systems of strike-slip and thrust dominated shears. This regional east-west trending, steeply dipping fault zone shows evidence of multiple episodes of movement since around 2,300 MA (Jones and Hall, 2007).

The author Reid visited two garimpeiro sites to evaluate the regional mineral potential in the Iriri- Colíder Group. Tres Estados site appears to be related to a strong east-west trending structural control while the Garimpo São Francisco mineralization appears to be hosted by a north-south trending shear zone.

8.0 DEPOSIT TYPES

The priority exploration targets on the Property are gold mineralization associated with a sheared and deformed Achaean to Proterozoic age greenstone belt sequence comprised of metamorphosed volcanic/sedimentary rock units intruded by slightly younger post-tectonic bodies. At least two styles of primary bedrock gold mineralization may be identified on the Property:

a) Disseminated gold mineralization associated with zones of hydrothermal alteration related to shear zones that cut the greenstone sequence, and

b) Veinlet-stockwork gold mineralization hosted by altered volcanic units adjacent to igneous bodies that intrude the greenstone sequence

Greenstone-hosted gold deposits collectively account for more than 20% of the world’s total gold production and continue to be one of the most productive, common and sought-after types of gold deposits in Canada, Australia and Brazil. Well-known examples of major Canadian gold camps hosted in greenstone terrains include Hollinger-McIntyre (>31 million ounces gold), Kirkland Lake (>24 million ounces gold) and the Campbell-Red Lake Camp (14 million ounces Au) (Poulsen et al., 2000).

Gold deposits in greenstone terrains, most commonly Archean in age, are typically associated with regional shear zones and fault splays that cut the greenstone sequences. For this reason, greenstone- hosted deposits are often referred to as “shear-related lode gold deposits”. Other widely used names include low-sulphide gold quartz veins, Mother Lode veins, and Archean lode gold, or

56 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

mesothermal gold-quartz veins (Klohn and Broili, 2008).

Greenstone-hosted gold deposits vary considerably in character as the host rocks can include almost any of the various lithologies present in the greenstone sequence: for example, greywacke, shale and mafic to felsic volcanic units. Furthermore, the metamorphic grade of the greenstone belt and the host units vary widely. Additionally, many lucrative gold deposits occur adjacent to, or within, slightly younger post-tectonic igneous bodies of intermediate to felsic composition that intrude the greenstone sequence (Klohn and Broili, 2008).

The gold mineralization is generally classified as “mesothermal”, meaning it is thought to have formed under relatively high temperatures at considerable depths in the earth’s crust by hydrothermal and/or metamorphic processes. For this reason, the deposits may have great vertical extents, commonly two kilometres or more. In many deposits, the gold occurs in fissure veins, veinlets, stockworks and altered wall rock. The veins generally consist of coarse quartz with lesser amounts of carbonate, albite, tourmaline, sericite and chlorite. Sulphide minerals, mainly pyrite, with lesser amounts of arsenopyrite and less commonly pyrrhotite are present, but not necessarily abundant. The wall rocks are usually only altered close to the vein and this alteration consists of the same minerals that also occur in the veins – carbonates, quartz, sericite, albite and pyrite (Klohn and Broili, 2008).

9.0 MINERALIZATION

Much of the Property was acquired to cover areas of known garimpeiro operations. As a result, numerous small historic workings ranging from prospecting pits to large scale excavations are distributed throughout the Property. As noted, many garimpeiro operations in Brazil, including Serra Pelada, have transitioned from pits into significant deposits.

The mesothermal style of mineralization expected to be located on the Property will be gold hosted by sheared and deformed Archean to Proterozoic-age greenstone sequences. These rocks will be composed of metamorphosed (greenstone to amphibolite grade) volcanic/sedimentary rocks intruded by slightly younger post-tectonic bodies. Mineralization will be associated with zones of hydrothermal alteration related to regional shears zones and fault splays that cut through the greenstone package or to veinlet/stockwork style mineralization hosted by usually intensely altered volcanic units adjacent to igneous bodies that intrude the greenstone sequence.

The mineralization identified at Garimpo Juruena (Figure 11) is indicative of this type of deposit. At this location a north-northeast trending zone of stockwork style gold mineralization is associated with a system of branched and discontinuous quartz veins hosted in fractures dipping at 75° southeast. The veins range in thickness from 10 cm to 1 metre and grade is reported to be between 50 and 65 g/t gold (Tobias da Silva, 2008). The gold is associated with pyrite with lesser amounts of chalcopyrite, chalcocite, covellite, galena tetrahedrite and bornite. As a consequence of this mineral assemblage, copper, zinc, lead and silver values are elevated (Tobias da Silva, 2008). Hydrothermal alteration results in white mica, sericite and quartz mineral assemblages.

The newly discovered Eldorado do Juma located east of the Aripuana Project, approximately 75 km north of the city of Apui, demonstrates the prospectivity of the area. At this discovery located on the banks of the Juma River, an estimated 10,000 garimpeiros work in the pits of this new gold mine. Production at this site is estimated at 50,000 ounces of gold however exact figures are not known. Government geologists are trying to measure the deposit; however little hard data is available regarding the Dorado do Juma discovery except that it is being compared to the Serra Pelada gold rush that began in 1979.

57 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

10. EXPLORATION

Since Amazônia has conducted minimal exploration on the Property no extensive review is necessary in Section 10. Most of Amazônia’s efforts have been related to property acquisition, data acquisition and to making an effort to identify garimpeiro operations located on the Property. Armadillo has not carried out any mineral exploration on the Property.

A series of compilations reports were made on all of the Project areas by Tobias da Silva, 2008. These compilations plotted known mineralization and mineral tenures on various government geological maps.

10.1 Soil and Saprolite Surveys

In 2007 geochemical soil and saprolite surveys were conducted on the Theobroma Project in the area of the Serra Sem Calca prospect by Sr. Mackievicz and other personnel for Amazônia (Cruz, 2008). In total, 855 soil samples were collected during this program. The samples were collected at 25-m intervals on lines that were 100 m apart, and at 25 cm depth. Note that Mackievicz (personal communication) indicated that the soil samples were collected from 1 m depth using post-hole digger. The samples from the 11 northern lines were sent to SGS Geosol Laboratórios Ltda (“SGS”) in Belo Horizonte, Brasil. They were treated as rock samples, being pulverized to -150 mesh. The southern 10 lines (on Figure 21 the most southerly five lines are not plotted) were shipped to Acme Analitica Laboratórios Ltda. (“Acme Brazil”) preparation lab for sample preparation as soil samples, that is, sieved to -80 mesh. The lab then shipped the samples to its lab in Vancouver, Canada for analyses. Of note is that the southern 10 lines contain no anomalous gold. The anomalous gold on a line 100 m to the north is abruptly terminated. It appears that the different sample preparation methods could have caused the notable difference in the gold results between the northern and southern lines. Specifically, the samples that were sieved to -80 mesh, which was then analysed, would have removed any +80 mesh gold that might have been present. Further work is needed to determine the best methods for geochemical exploration.

In addition, 32 saprolite samples (Figure 21) were collected (Mackievicz, personal communication). The samples were sent to SGS for sample preparation and analysis.

1n 2008 on the Madeirinha Project at the São Francisco site 100 m by 100 m grid samples, likely soil samples similar to those collected at Theobroma, were taken by Mackievicz. The anomalous gold and chromium samples are shown on Figures 19 and 20.

The Madeirinha samples were analyzed by SGS in Vespasiano. All the samples from Madeirinha were treated as rocks being crushed/pulverized to -150 mesh.

10.2 Stream Sediment Survey

As far as the authors are aware, neither Amazônia nor Armadillo have conducted any geochemical stream sediment sampling on the Property.

58 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

11. DRILLING

As far as the authors are aware, neither Amazônia nor Armadillo have conducted any exploration drilling on the Property.

12. SAMPLING METHOD AND APPROACH

12.1 Soil and Saprolite Sampling

The soil samples were collected at 25-m or 100-m intervals on lines that were 100 m apart, and at 25 cm depth or from 1 m depth. Which method was used should be determined before future work continues. The samples along the uncut grid lines were located by GPS.

On the Theobroma, 32 saprolite samples originated from hand dug small pits and trenches over mostly the eastern portion of the grid.

13. SAMPLE PREPARATION, ANALYSES, AND SECURITY

13.1 Soil and Saprolite Sampling

On the Theobroma Project, saprolite and some soil samples were sent to SGS in Belo Horizonte. They were prepared as rock samples, that is, crushed to 2 mm and pulverized so that 95% passed -150 mesh. The analysis for gold was by fire assay methods on a 50 g sub-sample. The samples were also analysed for multi-elements by ICP methods following multi-acid digestion.

Some soil samples were sent to Acme in Goinia for sample preparation. The process comprised drying the samples and sieving them to -80 mesh. This material was shipped to Acme Analytical Laboratories Ltd. (“Acme Canada”) in Vancouver, BC for analysis. A 0.5 g sub-sample was digested by aqua regia and analysed by ICP-MS analytical techniques for 36 elements (Code 1DX). The samples were also analysed for gold by atomic absorption methods.

Acme Lab has ISO 18001:2007 accreditation for both the Vancouver and Santiago, Chile hub laboratories.

The authors cannot comment on sample preparation or security of the chain of custody of the Theobroma sampling done by Amazônia as there is no documentation that describes these aspects of the Project. It is possible that some QA/QC techniques were utilized as 6 standards, 24 duplicates and 6 blanks were inserted into the sample stream.

The Madeirinha samples were analyzed by SGS in Vespasiano. All the samples were treated as rocks, that is, crushed to 2 mm and pulverized so that 95% passed -150 mesh. The analysis for gold was by fire assay methods on a 50 g sub-sample. The samples were also analysed for multi-elements by ICP methods following multi-acid digestion.

59 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

14. DATA VERIFICATION

The authors are unaware of any documentation that describes sampling methodology, QA/QC sampling and the chain of custody procedures employed on the Property by Amazônia, and so cannot comment on its suitability.

According to the assay certificates that Amazônia has in its possession, it is apparent that a certified Canadian laboratory, Acme Labs in Vancouver was used to complete the Theobroma analytical work. From the Acme assay certificates it is probable that adequate QA/QC techniques were utilized in this sampling at Theobroma as the lab inserted 6 blanks, 24 duplicates and 6 standards into the sample stream.

At this time it is uncertain if similar QA/QC techniques were utilized in the São Francisco sampling. The São Francisco analytical work was conducted by SGS Geosol Laboratorios Ltda, located in Vespasiano, Brazil.

15. ADJACENT PROPERTIES

Numerous companies are actively exploring and developing their properties in the Amazonas region (Figure 1). A few of the more prominent are as follows:

Eldorado Do Juma

The newly discovered Eldorado do Juma gold deposit is located east of the Aripuana Project area on the banks of the Juma River between the cities of Apui and Novo Aripuana. This site is some 450 km south of Manaus and 75 km north of Apui. Little is known about this new discovery except that it has been reported as a significant discovery (News Release- NotiEMAIL, October 29, 2009). The authors do not know if mineralization is hosted in alluvium or bedrock or both.

Amerix Precious Metals Corp.

In December 2007, Amerix Precious Metals Corporation (“Amerix”) reported that it had drilled 28 new holes for a total of 4500 m of core at its Ouro Roxo deposit on the Vila Porto Rico Property in Pará State. This deposit is located 300 km northeast of Apui.

In total, over 16,000 m of core has been drilled on the Ouro Roxo deposit by both Amerix and previous owner RTZ (Rio Tinto). Initial assay results in drill hole AORN 64 are reported to have ranged as high as 10.2 g/t gold over 10.7 m.

Amerix owns 100% of the mining rights within the 670 km2 property. Gold-rich zones have been identified within the one- to two-km wide, north-south trending Ouro fault zone. This fault zone has been traced along a strike length of more than 25 km. Best values are found within faults, shears and brecciated zones that dip moderately to the east at 40° to 50°. The Vila Porto Rico property has gold potential as it contains historic and active gold mines that anecdotal evidence suggests have produced more than two million ounces from placer and weathered bedrock (saprolite) mining operations (Amerix press release, December 13, 2007).

60 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

Brazauro Resources Corp.

Brazauro Resources Corp (“Brazauro”) controls a 58,000 ha property located 360 km east of the city of Apui, in east central Amazonas State. Brazauro has conducted three drilling programs since 2003 in an area located directly over a zone of pre-existing large placer pits. These pits are strung out along the northeast trending TZ high–grade gold-sulphide trend located and mined by garimpeiros since the 1960s.

Other exploration activities conducted by Brazauro have included auger soil sampling and airborne magnetic and radiometric surveys. In January 2008, Brazauro announced a 1000-m 8-hole drill program on its 100% owned Crepori project. The program was designed to test a northeast trending soil geochemical anomaly associated with a zone exhibiting hydrothermal alteration. Gold mineralization is associated with quartz, galena, chalcopyrite and sphalerite. It is reported that channel samples collected from this hydrothermally altered and veined saprolitic granite returned grades of 4.0 m of 5.56 g/t gold, 3.0 m of 4.16 g/t gold, 6.0 m of 4.05 g/t gold and 9.0 m of 11.33 g/t gold (Brazauro Press Release- Jan 8/ 2008).

Brazauro has subsequently optioned its TZ property to Eldorado Gold Corp. which has agreed to spend $US 123 million over 6 years in order to earn up to a 75% interest (West, 2009). In excess of 40,000 m of core has been drilled on the TZ property in the last four years. Non NI43-101 compliant resources at the TZ property are estimated to range from 2.5 to 3.0 million ounces gold.

Colossus Minerals Inc.

Colossus Minerals Inc. controls 100 ha on its Serra Pelada project located 1050 km east of the city of Manaus, Brazil in Para state, northern Brazil. Colossus is moving towards production following the completion of a 5,000 metre drill program completed in late spring/early summer, 2009.

The Serra Pelada discovery resulted in one of the largest gold rushes in Latin American history with up to 80,000 garimpeiros recovering an estimated 2 million oz gold, plus platinum and palladium from a huge hand-dug 400 m x 300 m x 110 m deep open pit (Dickson, 2009). Garimpeiro production declined and eventually ceased in 1986 due to a pit wall collapse and flooding.

Colossus Minerals’ most recent drill results of the Central Mineralized Zone included hole SPD-018 that returned 60.5 metres grading 14.37 g/t gold, 1.81 g/t platinum and 2.46 g/t palladium. A recent hole SPD-034 from the pit drilling returned 70.7 metres 53.59 g/t gold, 20.77 g/t platinum and 31.3 g/t palladium. The Central Mineralized Zone was previously mined along strike for 350 metres and to depths of 100 metres. Previous drilling by Vale (Companhia Vale do Rio Doce) in this area (1980- 1998) encountered some remarkable intersections including 43 metres grading 4,709 g/t gold, 204 g/t platinum and 1,174 g/t palladium (Dickson, 2009). Oxidation at Serra Pelada extends down to 330 metres.

Recent drilling has confirmed that the gold-PGM mineralization extends under the pit and for more than 450 metres to the western boundary of the licence. Mineralization has been encountered at depths ranging from 150 to 250 metres (Dickson, 2009).

61 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

Serabi Mining Co.

The United Kingdom-based Serabi Mining Co. (“Serabi”) property is located in the same area as the Brazauro property, approximately 300 km north east of Apui. Serabi was involved in the evaluation, development and mining of its Palito Mine in the Jardin do Ouro District. It is reported that artisanal miners have produced almost 30 million ounces of gold from the Palito area.

Serabi came into commercial production in October, 2007. It is reported that Serabi produced 28,549 oz of gold from its Palito Mine and it continues to explore Jardin do Ouro and conducts regional exploration of the largely unexplored Tapajos area in Pará State (CETEM news release, July 3, 2009). Published non 43-101 compliant resource estimates for the Palito Mine (at a cut off grade of 2.0 g/t Au) are 2.08 million tonnes grading 9.1 g/t gold and 0.39% copper (Brazauro Press Release- October, 2007).

Red Dragon Resources Corp.

The Red Dragon Resources Corp. (“Red Dragon”) holds 14 concessions representing 56,790 ha in four separate properties in the Tapajos Mineral Province in eastern Amazonas State. The properties cover historic alluvial workings and have been partially explored by Mapex Mineracao LTDA (“Mapex”) and CRC do Brazil Mineracao Limitada (“CRC”). Exploration work to date includes airborne magnetic and radiometric surveys, stream, soil and rock geochemistry, ground IP surveys, auger drilling and geological mapping. The Rosa de Maio Property has a number of drill ready targets. One of these exhibits a 5 km in diameter gold soil anomaly that is underlain by altered granite containing disseminated sulphides and quartz-sulphide stock work veins. The soil anomaly is coincident with a flexure in a large northeast trending regional fault (Red Dragon press release, September 24, 2009).

RiverRun Resources Inc.

In July 2009, RiverRun Resources Inc. (“RiverRun”) announced an option to acquire the Aldebaran gold property located 540 km south of the city of Manaus. The property is defined by a large gold in soil anomaly of 6 km x 5 km. Previous drilling has indicated that high grade sections (>5 g/t gold) are indicated to be 2000 m in length, 5 m thick and up to 400 m deep (River Run press release, July 20, 2009).

The mineralization on nearby and adjacent properties is not necessarily indicative of the potential of mineralization on the Property that is the subject of this Report. .

16. MINERAL PROCESSING AND METALLURGICAL TESTING

As far as the authors are aware, neither Amazônia nor Armadillo have carried out any mineral testing or metallurgical work to date on any of the Property.

17. MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

As far as the authors are aware, neither Amazônia nor Armadillo have carried out any mineral resource or reserve estimates on the Property.

62 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

18.0 OTHER RELEVANT DATA AND INFORMATION

There are no relevant data and information that does appear elsewhere in the Report.

19. INTERPRETATION AND CONCLUSIONS

19.1 Geology and Mineralization

As previously stated, many of Amazônia’s exploration licences and applications for exploration licences cover known past and present garimpeiro mining operations. As a result, numerous small historic workings ranging from prospecting pits to large scale excavations are distributed throughout the Property

The main exploration targets on the Property are mesothermal gold mineralization hosted by sheared and deformed Proterozoic age greenstone sequences, generally mapped as the Iriri/Colíder Group. These host rocks are metamorphosed (greenstone to amphibolite grade) volcanic /sedimentary rocks intruded by slightly younger post-tectonic bodies.

Targets similar to Garimpo Tres Estados and Garimpo São Francisco, exist southwest of the Curauai Project. Targets are associated with zones of hydrothermal alteration related to strong regional shears zones and fault splays that cut through the greenstone package or to veinlet/stockwork style mineralization hosted by intensely altered volcanic units adjacent to igneous bodies that intrude the greenstone sequence.

At Garimpo Juruena (Juruena Project) a north-northeast (azimuth 20° to 25°) trending zone of stockwork-style gold mineralization is associated with a system of branched and discontinuous quartz veins hosted in fractures dipping at 75° southeast. The veins range in thickness from 10 cm to 1 m and grade is reported to be between 50 and 65 g/t gold (Tobias da Silva, 2008). The gold is associated with pyrite with lesser amounts of chalcopyrite, chalcocite, covellite, galena tetrahedrite and bornite. As a consequence of this mineral assemblage copper, zinc, lead and silver values are elevated (Tobias da Silva, 2008). Hydrothermal alteration results in the development of sericite and quartz mineral assemblages.

The newly discovered Eldorado do Juma located 50 km east of the Aripuana Project, some 75 km north of Apui, demonstrates the prospectivity of the area. At this discovery an estimated 10,000 garimpeiros work in the pits of this new gold mine. Production at this site is estimated at 50,000 ounces of gold however exact figures are not known. Government geologists are currently trying to measure the deposit; however, little hard data is available regarding this discovery.

19.2 Exploration Targets

19.2.1 Manicore Project

Most of this Project is underlain by the favourable Iriri/Colíder Group. A reconnaissance investigation, including sampling any garimpeiro sites, is needed to evaluate the potential of this Project area and if additional exploration is warranted.

63 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

19.2.2 Aripuana Project - Block 1

Recently a gold rush has developed at the Eldorado do Juma gold deposit, located 75 km north of the city of Apui along the banks of the Juma River about 50 km east of the Aripuana Project. The Project is underlain by the favourable Iriri/Colíder Group and a reconnaissance investigation, including sampling of garimpeiro sites, is needed to evaluate the potential of this Project area and if additional exploration is warranted.

19.2.3 Aripuana Project - Block 2

The new Dorado do Juma gold deposit is located 75 km north of the city of Apui along the banks of the Juma River in Block 2 of the Aripuana Project. Production at this site is estimated at 50,000 ounces of gold, however exact figures are not known. Dorado do Juma is located approximately 35 km northeast of exploration licence application 880133 and 26 km southeast of application 880136. This relatively new discovery appears to be on the extension of a 40 km long north-east trending zone of the Iriri/Colider group. This area certainly must be considered a priority and detailed investigations of the area need to be conducted.

19.2.4 Aripuana Project - Block 3

This is a priority exploration area as at least two new recent gold discoveries have been made in this area and five garimpeiro sites of small scale mining are indicated in this area (CPRM, 2005). These area need to be visited and evaluated. Results of these activities will determine if this Project warrants exploration.

19.2.5 Aripuana Project - Block 4

As a result of observations made during the author’s visit, the Garimpo Tres Estados site warrants systematic evaluation, pending the registration of the applied for exploration licences. On exploration licence application 880090, Garimpeiros have hydraulic mined the entire east-west trending, probably structurally controlled, drainage bottom for in excess of 300 m. It was not clear as to whether or not the mineralization extends out into the sides of the drainage. Alluvium appears to be in the order of 3 m thick. The Garimpo Tres Estados is located in a string of applications that follow an arcuate exposure of undifferentiated Iriri/Colider Group rocks in an east-northeast direction for 160 km (Tobias da Silva, 2009c). Two sites of garimpeiro activity are located along this linear trend (CPRM, 2005). Road access into this site is relatively good.

19.2.6 Aripuana Project - Block 5

A reconnaissance investigation is needed to determine to potential of the area and if additional exploration is warranted.

19.2.7 Curauai Project – Block 1

As a result of observations made during the author Reed visit, the Garimpo São Francisco site covered by exploration licence application 880123 warrants systematic evaluation, pending registration of the applied for exploration licence. At this location garimpeiros are hydraulically mining an east-west trending, structurally controlled shear zone which they have reported to be up to 6 m in width. The shear zone at this site was hosted by massive, pinkish-grey, porphyritic granite. The garimpeiros were only processing the fine-grained, free gold and were making no attempt to save the pyritic, shear zone material and the limonitic boxwork samples that were continually dropping out of 64 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

their sluice. In addition, considering the mining activity, the larger area surrounding this site should also be evaluated. Road access into this site is relatively good.

A reconnaissance investigation looking for evidence of garimpeiro sites and then sampling them are needed to evaluate the potential of this Project area and if additional exploration is warranted. If there are workings present in this area they may be indicative of favourable Iriri/Colíder Group poking through the cover sandstones. However, if none are present this area is of lower priority

19.2.8 Curauai Project – Block 2

Two garimpeiro gold sites are known in this area (CPRM, 2005). This area may represent the western extension of the Tapajos gold district (CPRM, 2005) in western Para State, which has produced over 20 million oz of gold and is still in production. At Tapajos gold–bearing quartz veins occur in intrusive rocks. The areas of favourable geology, the Parauari Intrusive suite and any garimpeiro sites, need to be visited and evaluated. Results of these activities will determine if this Project warrants exploration.

19.2.9 Madeirinha Project

The mineral tenures are all located within a large area mapped as the São Romao Intrusive Suite described as consisting mainly of metagranodiorite, metamonzogranite and metasyenogranite (Tobias da Silva, 2009).

One garimpeiro site is known on processo minerais 866994 (CPRM, 2005). Garimpeiro tin mining activity is known (São Francisco Sn), immediately to the north of 866637 and 866996. In 2008 Amazônia personnel conducted a test geochemical survey on another São Francisco garimpeiro site located on tenure 886996 (Figure 9). Samples, on a 100 m by 100 m grid, likely soil samples as collected at Theobroma, were collected from perhaps 1 m depth.

The gold values show areas of anomalous gold (Figure 19) that warrant further exploration. Results of this survey show iron, nickel, chromium (Figure 20), and vanadium multi-line anomalies indicating that rock types other than granitic rocks may be present.

A reconnaissance investigation looking for evidence of garimpeiro sites and then sampling them are needed to evaluate the potential of this Project area and if additional exploration is warranted.

65 66 67 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

19.2.10 Apiacus Project

A reconnaissance investigation is needed to determine to potential of the area and if additional exploration is warranted.

19.2.11 Juruena Project

Most of the tenures cover the geologically favourable Iriri/Colíder Group, with the eastern tenure being underlain by the Paleoproterozoic Juruena Intrusive suite. These tenures and the Garimpo Juruena need to be visited and sampled to evaluate the potential of this Project area and if additional exploration is warranted.

19.2.12 Matupa Project

Most of the tenures are underlain by the favourable Iriri/Colíder Group with some felsic and mafic intrusive suites. A reconnaissance investigation looking for evidence of garimpeiro sites and then sampling them are needed to evaluate the potential of this Project area and if additional exploration is warranted.

19.2.13 Jatoba Project

Several kimberlite intrusions and chimneys are known to exist on the Jatoba Project. Diamond exploration targets are low priority and no work is planned in the next phases of exploration.

19.2.14 Cacoal Project

The tenures were staked to cover diamond and tin exploration targets. Diamond and tin exploration targets are low priority and no work is planned in the next phases of exploration.

19.2.15 Theobroma Project

On the Theobroma Project there are two abandoned garimpeiro gold mining sites, the Igarape Genipapo diggings in the north and Theobroma diggings in the south (CPRM, 2005). An additional 11 smaller garimpeiro sites occur around these two principal gold mines. It has been reported (personal communication, J. Young) that this region produced some 76,000 ounces of gold from these two principal garimpeiro sites. Gold mineralization is hosted by the Proterozoic Nova Brasilandia metavolcanic sequence.

The geochemical soil survey by Amazônia over a portion of these sites shows gold anomalies (Figure 21) that warrant follow-up exploration. On the Serra Sem Calca prospect 855 soil samples were collected at 25-m intervals on lines that were 100 m apart, and at 25 cm depth or from 1 m depth. Which method was used should be determined before future work continues. The samples from the 11 northern lines were sent to SGS and were treated as rock samples. The southern 10 lines were shipped to Acme and were treated as soil samples. Of note is that the southern 10 lines contain no anomalous gold. The anomalous gold on a line 100 m to the north is abruptly terminated. It appears that the different sample preparation methods could have caused the notable difference in the gold results between the northern and southern lines. Specifically, the samples that were sieved to -80 mesh, which was then analysed, would have removed any +80 mesh gold that might have been present. Further work is needed to determine the best methods for geochemical exploration.

68 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

Results of this survey indicated a strong, wide (up to 125 m) gold, iron, lead, zinc, and barium multi line anomaly that discontinuously extends from line LPSE006A through Line LPNE005 a distance of 1000 metres. This anomalous zone is orientated almost due north/south. Other shorter, narrow linear anomalous zones are located approximately 200 metres east of the main anomaly (Figure 21).

Thirty two decomposed rock (saprolite) samples were collected from the Theobroma gridded area. The samples originated from hand dug small pits and trenches over mostly the eastern portion of the grid. Gold values are low (Figure 21) with maximum values reaching 20 ppb. No saprolite samples were collected from the lengthy, north-south trending geochemical anomaly located 100 m west of the baseline.

Other areas of garimpeiro activity are known to exist on other Property mineral tenures (personal communication, J. Young). These areas will need to be evaluated.

It is the authors’ conclusion that the Property is a Property of Merit and it is recommended that further exploration be carried out on the Property.

69 70 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

20. RECOMMENDATIONS

In view of the favourable land position in a very prospective area, the following two phase exploration program is recommended.

20.1 Recommended Phase One Exploration Program

The objective of Phase One of the proposed exploration project is to explore and evaluate the exploration licences currently controlled by Amazônia in the States of Amazonas, Mato Grosso and Rondônia, Brazil. Although the emphasis will be on gold exploration, exploration should be aware of base metal potential. To facilitate this process all known garimpeiro mining areas identified to date on ground controlled by Amazônia will be visited and evaluated. This work should include but not be limited to evaluating:

x The Garimpo Juruena workings located in the Juruena Project

x The Jenipapo and Serra Sem Calca prospects in the Theobroma Project

x The numerous garimpeiro sites and mines on the extensive Aripuana Project, once title numbers are granted to Amazônia. This will involve detailed geologic, geophysical and geochemical investigations especially on the Sao Francisco and Tres Estados garimpeiro mine sites

x Areas underlain by the Paleoproterozoic Iriri/Cilídor Group greenstone package consisting of andesites, basalts, various tuffaceous units, pyroclastic breccias, siliclastic sediments and felsic volcanic units including rhyolites and rhyodacites, as these rock are favourable for shear zone hosted gold deposits

x Areas of favourable geology with evidence for significant deep crustal structures

x Evaluating all tenures to prioritize exploration areas, dropping areas of low potential

As this phase of the project progresses it is anticipated that other garimpeiro mining areas will be discovered and evaluated.

Phase One exploration is estimated to cost C$ 1,860,000 as proposed to Armadillo herein. Budgeting details are presented in Table 2. Note that the proposed budgets do not include any annual fees payable to maintain exploration licences.

This program would consist of property scale and occurrence scale mapping and extensive rock sampling, stream sediment or heavy mineral sampling, the placement of grids and soil auger geochemical sampling to cover identified anomalies; the commencement of a ground geophysical survey (magnetic and electromagnetic) with the objective of delineating structures that may control mineralization; and finally hand trenching in areas of interest.

Mapping should be conducted on regional, detailed and semi-detailed scales. It has been suggested to proceed with the 1:250,000 scale mapping on a regional scale, 1:50,000 and/or 1:100,000 for the semi-detailed scale and 1:1,000 and/or 1:2,000 scales where more detail is needed (Tobias da Silva, 2008).

71 TABLE 2: PROPOSED BUDGET PHASE ONE EXPLORATION

Planning $20,000 Visa Applications 2,000 $22,000 Reconnaissance Exploration 3 crews of 1 QP geologist, 1 local geologist and 3 assistants 150 days @ $3,900/day 585,000 Field support 50,000 $635,000

Reconnaissance rock/saprolite/soil/silt sampling 10,000 geochemical analyses @ $30/sample $300,000

Geophysics Magnetometer and EM-VLF $75,000

Orientation/Follow-up mapping and geochemistry $200,000

Compiling, interpreting & Reporting $50,000

Transportation Vehicles and Gas 100,000 Local taxis, boats, aircraft, etc 50,000 $150,000 Miscellaneous Field equipment and supplies 50,000 Travel 30,000 Food, accommodation and communications 115,000 Insurance 10,000 $205,000 Management $50,000 subtotal 1,687,000 Contingency @ 10% $168,700

Total Phase 1 $1,855,700 say $1,860,000

72 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

20.2 Recommended Phase Two Exploration Program

Contingent on positive results of the Phase One exploration program, a Phase Two Program is recommended, involving additional mapping and sampling, trenching and 6,000 metres of diamond drilling. The primary objectives of this program will be to:

x Expand on the geochemical sampling from Phase 1

x Test any possible new structures inferred from the Phase 1 geophysical and geochemical surveys by trenching

x Evaluate by diamond drilling newly identified significant vein systems along strike and to depth.

x Drill test new targets outlined by the geochemical, geophysical and trenching programs.

x A budget of C$ 2,230,000 is proposed to Armadillo for completion of Phase Two. Details of activities and budget herein proposed are presented in Table 3.

Priority will be given to areas of extensive garimpeiro mining where drilling will be performed to test both the down dip and along strike extensions of surface mineralization. The exact positioning of drill holes is to be determined by incorporating geological, geochemical and geophysical results.

73 TABLE 3: PROPOSED BUDGET PHASE TWO EXPLORATION

Follow-up mapping and soil/saprolite sampling $100,000

Follow-up rock/saprolite/soil sampling 5,000 geochemical analyses @ $30/sample 150,000 2,000 metallic gold assay@ $40/sample 80,000 $230,000 Geophysics Magnetometer and EM-VLF $75,000

Trenching $100,000

Drilling Geological supervision 90,000 6000 metes of HQ core at $ 150/m 900,000 Mobilization 30,000 $1,020,000

Compiling, interpreting & Reporting $50,000

Transportation Vehicles and Gas 100,000 Local taxis, boats, aircraft, etc 50,000 $150,000 Miscellaneous Field equipment and supplies 20,000 Road contruction 40,000 Travel 30,000 Food, accommodation and communications 100,000 Field camps 50,000 Warehouse 10,000 250,000

Management $50,000

subtotal 2,025,000 Contingency @ 10% $202,500

Total Phase 2 $2,227,500 say $2,230,000

74 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

In summary, the two-phase exploration program proposed to Amazônia will require a total budget of C$ 4,090,000.

Respectfully submitted,

Discovery Consultants

Original Signed and Stamped by Author

______

David F. Reid, P.Geo.

Original Signed and Stamped by Author

______W. R. Gilmour, P.Geo. June 30, 2011

75 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

21.0 REFERENCES

Abram, M. B. et al., 1995. Map Showing Selected Mineral Deposits and Garimpos of Brazil. Scale 1:7,000,000. To accompany Report “Economic Minerals do Brazil”. Geologic Survey of Brazil - DNPM.

Brazauro Resources Corp., 2008. Brazauro Initiates Drilling Program at Crepori Gold Project, Brazil. Press Release Reuters.

CPRM (Serviço Geológico do Brasil), 2005: various Geological Maps

Cruz, Aloisio S. J., 2008. Relatorio Tecnico Parcial- Projecto Ouro Theobroma. Internal Report for Amazônia Capital e Participações Ltda, 25 p plus Assay Sheets.

Dickson, E., 2009. Colossus Minerals Drilling Serra Pelada Project, Press Release Resource World Magazine.

Departamento National Da Producão Mineral (DNPM), 1981: Geologic Map of Brazil, 1:2,500,000

Ferraz, C. P., 2009. Booming Brazil. CETEM News Release, Mining Journal, July 3, 2009.

Fonseco, Vivian Alves da and Filho, Cristovam do Espírito Santo, 2011: Exhibit A – List of Mining Claims; Legal Opinion, dated May 2011; Espírito Santo Assessoria Jurídica Empresarial, Goinânia, Brasil

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Tobias da Silva, Luis Carlos, 2008c: Report on the Aripuana Project, Brazil, Internal Report for 76 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

Amazônia Capital e Participações Ltda, 17 p plus maps

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77 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

22.0 CERTIFICATES OF QUALIFICATIONS

I, David F. Reid do hereby certify that:

1. I am currently associated with Discovery Consultants, located at Suite 201, 2928 29th Street, Vernon, British Columbia V1T 5A6, telephone (250) 542-8960, fax (250) 542-4867; email address, [email protected].

2. I hold the following degrees: x BSc Geology, Michigan Technological University, Houghton, Michigan, 1969 x MSc Geology, University of Minnesota- Duluth, Duluth, Minnesota, 1972 x MBA, Denver University, Denver, Colorado, 1993

3. I am a registered member of the Association of Professional Engineers and Geoscientists of British Columbia (APEGBC Licence Number- 29755) and am entitled to seal my work as a P.Geo.

4. I have practiced my profession in excess of thirty five years.

5. I have read the definition of “qualified person” set out in National Instrument 43-101 (“NI 43- 101”) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience. I am independent of the issuer applying all of the tests in section 1.4 of National Instrument 43-101 and I fulfil the requirements to be an “independent qualified person” for the purpose of NI 43-101.

6. I am co-author responsible for the preparation of the Technical Report entitled “Technical Report on the Amazon Basin Gold Property, Amazonas, Mato Grosso and Rondônia States, Brazil” dated June 30, 2011. I visited the property from January 7 to January 12, 2010 in the company of Sr. Fabio Mackievicz, Field Technician of Amazônia Capital e Participações Ltda.

7. I have not had prior involvement with the properties that are the subject of this Report.

8. I am not aware of any material fact or material change with respect to the subject matter of the Technical Report that is not reflected in this Technical Report, the omission of which would make this Report misleading.

9. I have read National Instrument 43-101 and Form 43-101F1 and concur that the 43-101 Report has been prepared in compliance with that instrument and form.

Dated, signed and sealed this 30th day of June, 2011

Original Signed by Author ______Signature of David F. Reid, P.Geo.

78 DISCOVERY Consultants W.R. Gilmour, P.Geo. & David F. Reid, P.Geo.

I, William R. Gilmour do hereby certify that:

1. I am a partner of Discovery Consultants, located at Suite 201, 2928 29th Street, Vernon, British Columbia V1T 5A6, telephone (250) 542-8960, fax (250) 542-4867; email address, [email protected].

2. I graduated with a Science degree (geology major) from the University of British Columbia in 1970.

3. I am a member of the Association of Professional Engineers and Geoscientists of British Columbia, registration number 19743.

4. I have worked as a geologist for 40 years since graduation from university.

5. I have read the definition of “qualified person” set out in National Instrument 43-101 (“NI 43- 101”) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience. I am independent of the issuer applying all of the tests in section 1.4 of National Instrument 43-101 and I fulfil the requirements to be an “independent qualified person” for the purpose of NI 43-101.

6. I am co-author responsible for the preparation of the Technical Report entitled “Technical Report on the Amazon Basin Gold Property, Amazonas, Mato Grosso and Rondônia States, Brazil” dated June 30, 2011.

7. I am not aware of any material fact or material change with respect to the subject matter of the Technical Report that is not reflected in the Technical Report, the omission of which would make the Technical Report misleading.

8. I have read National Instrument 43-101 and Form 43-101F1 and concur that the 43-101 Report has been prepared in compliance with that instrument and form.

Dated, signed and sealed this 30th day of June, 2011

Original Signed by Author ______Signature of William R. Gilmour, PGeo

79