sales and purshase agreement linderos # 5 this sales and purchase agreement is made the 4th day of july, 2011. between : nilam resources inc. 2724 otter creek court las vegas, nevada 89117 represented by mr. shahin tabaei, company president ( the “ seller ” ) and : portage minerals peru s. a. calle alcanfores 761 – 1701 miraflores lima - peru represented by mr. paul luna, with id n°07863062 ( the “ buyer ” ) whereas : 1 the seller is the owner of the mining concession called linderos 5, with code n°010414508, with 500 hectares, located in tabaconas district, san ignacio province, department of cajamarca ( the concession ). 2 the buyer is a company incorporated in lima, peru and wants to acquire the concession. in consideration of the agreements contained herein and other good and valuable consideration, the parties hereto covenant and agree each with the other as follows : 1. 1. currency 1. 1. 1. 1. in this agreement words or figures expressed in dollars or the symbol for dollars without any other indication mean the specified amount in lawful currency of the united states. 1. 2. number and gender where the context so requires, all references to this sales and purchase agreement to the singular shall be deemed to include the plural and all references to the masculine shall be deemed to include the feminine and neuter genders and a body corporate and vice versa. 1. 3. headings 1. 3. 1. 3. the headings in this sales and purchase agreement form no part of this sales and purchase agreement and shall be deemed to have been inserted for convenience of reference only. 1 1 1 1. 4. governing law and attornment 1. 4. 1. 4. this sales and purchase agreement shall be governed by and construed in accordance with the laws of the state of nevada in effect therein. all disputes arising under the sales and purchase agreement will be referred to the courts of the state of nevada the parties irrevocably submits to the non - exclusive jurisdiction of the courts of the state of nevada. 2. the concession : 2. 1. details 2. 1. 2. 1. name : linderos 5 code n°010414508 hectares 300 ha located : tabaconas district, san