Upon Plaintiffs discovering that the mining expense reimbursement had been
removed from ¶ 29 in the final JVA version that was executed by both parties, Plaintiffs notified
Defendants of this error and oversight in the final JVA version, but Defendants refused to
replace the missing provision unless Plaintiffs agreed to a completely revised Joint Venture
Agreement that would have imposed personal liability on officers, changed the parties to the
Joint Venture, added mining properties to be provided by PAN AM, required Plaintiffs to assign
100% of their land/extraction lease rights to GEOTECH, increase the stated value of equipment
ostensibly provide by GEOTECH, and a number of other requirements that were beneficial to
Defendants and detrimental to Plaintiffs. Plaintiffs refused to agree to the additional
requirements imposed by Defendants as a condition to restoring the missing provision to ¶ 29 of
the JVA. A copy of a proposed draft of the replacement Joint Venture Agreement [AUG 2011] provided by
GEOTECH, which was never approved or signed by Plaintiffs, is attached hereto as Exhibit E
and made a part hereof.