CONTRIBUTION AND MANAGEMENT AGREEMENT
THIS CONTRIBUTION AND MANAGEMENT AGREEMENT (this “ Agreement ”) is
entered into, as of the last date set forth on the signature pages below, by and between Dourave-Bullion
Joint Venture, L.P., a Utah limited partnership (the “ Partnership ”); Dourave-Bullion, LLC, a Utah
limited liability company that is the Partnership’s general partner; Dourave-Bullion Mineracao e
Exploracao Mineral LTDA., a business entity organized under the laws of Brazil and the state of Para
(the “ Subsidiary ”); Bullion Monarch Mining, Inc. a Utah corporation (“ BMM ”); Dourave Mineracao
e Exploracao Mineral Ltda., a business entity organized under the laws of Brazil (“ Dourave ”). In
addition, this Agreement shall be binding on all those listed on the signature pages(s) to this Agreement.
WHEREAS, the parties desire to create and formalize the business structure and relationships
generally described on the attached Exhibit A , which is made part hereof by this reference (the “
WHEREAS, the parties desire to enter into this Agreement to govern the terms and conditions
of the Structure. Capitalized terms not otherwise described herein shall have the meanings given them in
the Partnership’s Limited Partnership Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
Contribution to the Partnership; Restriction Against Issuing New Shares in Subsidiary .
Upon the execution of this Agreement, BMM hereby contributes its entire interest in the Subsidiary to
the Partnership in exchange for a 33.33% interest in the Partnership. Upon the execution of this
Agreement, Dourave hereby contributes its entire interest in the Subsidiary to the Partnership in
exchange for a 66.66% interest in the Partnership. The Subsidiary, and all parties to this Agreement,