0001104659-13-051620 Sample Contracts

PAN AMERICAN GOLDFIELDS LTD. CONSULTING AGREEMENT
Consulting Agreement • June 26th, 2013 • Pan American Goldfields LTD • Gold and silver ores • Delaware

This Consulting Agreement (this “Agreement”) is entered into as of June 24, 2013 (the “Effective Date”) between Neil Maedel (the “Consultant”), and Pan American Goldfields Ltd. (the “Company”). The parties hereby agree as follows:

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PAN AMERICAN GOLDFIELDS LTD. WARRANT AND OPTION EXCHANGE AND STOCK ISSUANCE AGREEMENT
Warrant and Option Exchange and Stock Issuance Agreement • June 26th, 2013 • Pan American Goldfields LTD • Gold and silver ores • Delaware

THIS AGREEMENT is made as of this 24th day of June, 2013 by and between Pan American Goldfields Ltd., (the “Company”) a Delaware corporation, and the undersigned (the “Holder”).

PAN AMERICAN GOLDFIELDS LTD. TRANSITION AND SETTLEMENT AGREEMENT
Transition and Settlement Agreement • June 26th, 2013 • Pan American Goldfields LTD • Gold and silver ores • Delaware

This Transition and Settlement Agreement (this “Agreement”) is effective as of June 24, 2013 (the “Effective Date”) by and among Pan American Goldfields Ltd. (“Pan American”), Messrs. Neil Maedel, Hernan Celorrio, George Young, Randy Buchamer and Gary Parkison (collectively, the “Departing Directors”), Vortex Capital Ltd., Vortex Capital Global Precious Metals Fund, Vortex Capital Asset Management Limited (collectively, the “Vortex Group”), and each of Messrs. Laurent Deydier, Balbir Bindra, William R. Majcher, Emilio Alvarez, Bruno Le Barber (the “Vortex Nominees”, and collectively with the Vortex Group, the “Vortex Parties”). Pan American, each of the Departing Directors, each of the Vortex Parties, and Mr. Touche shall each be referred to herein as a “Party” and collectively, as the “Parties.”

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