-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KAA7sKVtUM4dxqiUsFL28Tcm36zECxURrG8b2iJ+Z4GPXJARtcpCLf+X3PBjmO79 mXCnPn3Jj022yTUNyV9Heg== 0001004878-07-000087.txt : 20070605 0001004878-07-000087.hdr.sgml : 20070605 20070605145606 ACCESSION NUMBER: 0001004878-07-000087 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20070605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tara Minerals Corp. CENTRAL INDEX KEY: 0001387054 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143512 FILM NUMBER: 07900702 BUSINESS ADDRESS: STREET 1: 2162 ACORN COURT CITY: WHEATON STATE: IL ZIP: 60187 BUSINESS PHONE: 630-462-2079 MAIL ADDRESS: STREET 1: 2162 ACORN COURT CITY: WHEATON STATE: IL ZIP: 60187 SB-2 1 taraminsb26-07.txt TARA MINERALS SB-2 6-5-07 As filed with the Securities and Exchange Commission on ______, 2007 Commission File No. 333-______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 Registration Statement Under THE SECURITIES ACT OF 1933 TARA MINERALS CORP. (Exact name of registrant as specified in charter) Nevada 1031 Applied For ------------------- -------------------- ------------------- (State or other jurisdiction (Primary Standard Classi- (IRS Employer of incorporation) fication Code Number) I.D. Number) 2162 Acorn Court Wheaton, IL 60187 630-462-2079 ------------------------- ------------- (Address and telephone number of principal executive offices) 2162 Acorn Court Wheaton, IL 60187 -------------------------- ------------------ (Address of principal place of business or intended principal place of business) Francis Richard Biscan, Jr. 2162 Acorn Court Wheaton, IL 60187 630-462-2079 ------------------------- ------------- (Name, address and telephone number of agent for service) Copies of all communications, including all communications sent to the agent for service, should be sent to: William T. Hart, Esq. Hart & Trinen, LLP 1624 Washington Street Denver, Colorado 80203 303-839-0061 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box [X]. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE Title of each Proposed Proposed Class of Maximum Maximum Securities Securities Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share (1) Price Fee - ---------- ---------- --------- --------- ------------ Common stock (2) 6,539,200 $0.50 $3,269,600 $350 - ------------------------------------------------------------------------------ Total - ------------------------------------------------------------------------------ (1) Offering price computed in accordance with Rule 457 (c). (2) Shares of common stock offered by selling shareholders The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of l933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PROSPECTUS TARA MINERALS CORP. Common Stock By means of this prospectus a number of Tara Minerals' shareholders are offering to sell up to 6,539,200 shares of Tara Minerals' common stock at a price of $0.50 per share. If and when Tara Minerals' common stock becomes quoted on the OTC Bulletin Board or listed on a securities exchange, the shares owned by the selling shareholders may be sold in the over-the-counter market, or otherwise, at prices and terms then prevailing or at prices related to the then-current market price, or in negotiated transactions. Tara Minerals will not receive any proceeds from the sale of the common stock by the selling stockholders. As of the date of this prospectus there was no public market for Tara Minerals' common stock. Although Tara Minerals plans to have its shares listed on the OTC Bulletin Board, Tara Minerals may not be successful in establishing any public market for its common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. FOR A DESCRIPTION OF CERTAIN IMPORTANT FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS. The date of this prospectus is _________, 2007. PROSPECTUS SUMMARY Tara Minerals was incorporated in Nevada on May 12, 2006. Tara Minerals plans to explore and develop mining properties which may be productive of metals such as copper, lead, zinc and silver. As of the date of this prospectus Tara Minerals had acquired three mining properties in Mexico. Tara Minerals' offices are located at 2162 Acorn Court, Wheaton, IL 60187. Tara Minerals' telephone number is 630-462-2079 and its fax number is 630-456-4135. Tara Minerals does not have a website. Tara Minerals is not a blank check company required to comply with Rule 419 of the Securities and Exchange Commission. The Offering By means of this prospectus a number of Tara Minerals' shareholders are offering to sell up to 6,539,200 shares of its common stock at a price of $0.50 per share. If and when Tara Minerals' common stock becomes quoted on the OTC Bulletin Board or listed on a securities exchange, the shares owned by the selling shareholders may be sold in the over-the-counter market, or otherwise, at prices and terms then prevailing or at prices related to the then-current market price, or in negotiated transactions. Forward Looking Statements This prospectus contains various forward-looking statements that are based on Tara Minerals' beliefs as well as assumptions made by and information currently available to Tara Minerals. When used in this prospectus, the words "believe", "expect", "anticipate", "estimate" and similar expressions are intended to identify forward-looking statements. Such statements may include statements regarding and are subject to certain risks, uncertainties and assumptions which could cause actual results to differ materially from projections or estimates. Factors which could cause actual results to differ materially are discussed at length under the heading "Risk Factors". Should one or more of the enumerated risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Investors should not place undue reliance on forward-looking statements, all of which speak only as of the date made. RISK FACTORS The securities being offered involve a high degree of risk. Prospective investors should consider the following risk factors which affect Tara Minerals' business and this offering. If any of the risks discussed below materialize, shares of Tara Minerals' common stock could decline in value or become worthless. 2 Risk Factors Related to Tara Minerals' Business. TARA MINERALS IS IN THE EXPLORATION STAGE, HAS CONDUCTED ONLY LIMITED OPERATIONS, AND MAY NEVER BE PROFITABLE. As of the date of this prospectus Tara Minerals: o had not generated any revenue, and o did not have any probable or proven reserves. There can be no assurance that Tara Minerals can implement its business plan, that it will be profitable, or that the shares which may be sold in this offering will have any value. THE FAILURE OF TARA MINERALS TO OBTAIN CAPITAL MAY SIGNIFICANTLY RESTRICT ITS PROPOSED OPERATIONS. The capital required for exploration and development of mining properties is substantial. Even if Tara Minerals finds a valuable deposit of minerals, it may be several years before production is possible. This Offering is being conducted on a "best efforts" basis. There is no minimum number of shares required to be sold in this Offering. If only a small number of shares are sold (and absent funding from any other source), the amount received from investors may not provide any significant benefit to Tara Minerals. Even if all shares offered are sold, Tara Minerals may need to obtain additional capital until the time, if ever, that it is able to earn a profit. Tara Minerals does not know what the terms of any future capital raising may be but any future sale of Tara Minerals Tara Minerals' equity securities would dilute the ownership of existing stockholders and could be at prices substantially below the price of the shares of common stock sold in this offering. The failure of Tara Minerals to obtain the capital which it requires will result in the slower implementation of Tara Minerals' business plan or the inability of Tara Minerals to implement its business plan. There can be no assurance that Tara Minerals will be able to obtain any capital which it will need. TARA MINERALS' EARNINGS WILL BE AFFECTED BY THE PRICE OF COPPER, LEAD, ZINC AND SILVER. Tara Minerals' revenues will primarily be derived from the sale of metals such as copper, lead, zinc and silver. As a result, Tara Minerals' earnings will be directly related to the prices of these metals which are affected by numerous factors including: o expectations for inflation; o speculative activities; o relative exchange rate of the U.S. dollar; o global and regional demand and production; o political and economic conditions; and o production costs in major producing regions. These factors are beyond Tara Minerals' control and are impossible to predict. If the market prices for these metals fall below the costs to produce them for a sustained period of time, Tara Minerals may have to discontinue its exploration, development or mining operations. 3 THE EXPLORATION AND DEVELOPMENT OF NEW ORE BODIES MAY COST MORE AND PROVIDE LESS RETURN THAN ESTIMATED. Tara Minerals' operations will be dependent to a large extent on its ability to explore for and develop new ore bodies and/or expand existing mining operations. Before it can begin a development project, Tara Minerals Tara Minerals must first determine whether it is economically feasible to do so. This determination will be based on estimates of several factors, including: o reserves; o expected recovery rates of metals from the ore; o facility and equipment costs; o capital and operating costs of a development project; o future metals prices; o comparable facility and equipment costs; and o anticipated climate conditions. Some mining prospects may have no operating history upon which to base any estimates, in which case estimates will be based in large part on Tara Minerals' interpretation of geological data, a limited number of drill holes, and other sampling techniques. Actual operating costs and returns from a development project may differ substantially from estimates, causing the project to be uneconomical. TARA MINERALS' EXPLORATION EFFORTS MAY NOT BE SUCCESSFUL. Tara Minerals must continually replace ore reserves depleted by production. Tara Minerals' ability to replace depleted ore reserves will depend on the success of its exploration program. Mineral exploration is highly speculative, involves many risks and is often nonproductive. Even if Tara Minerals finds a valuable deposit of minerals, it may be several years before production is possible. During that time, it may not be economically feasible to mine and process mineral deposits. Establishing ore reserves requires substantial capital expenditures and, in the case of new properties, to construct mining and processing facilities. As a result of these costs and uncertainties, Tara Minerals may never be profitable. TARA MINERALS WILL FACE STRONG COMPETITION FROM OTHER MINING COMPANIES FOR THE ACQUISITION OF PROPERTIES. Mines have limited lives and as a result, Tara Minerals must continually seek to replace and expand reserves through the acquisition of new properties. In addition, there is a limited supply of desirable mineral lands available in the Mexico and other areas where Tara Minerals would consider conducting exploration and/or production activities. Tara Minerals will face strong competition for new properties from other mining companies, many of which have greater financial resources than Tara Minerals. As a result, Tara Minerals may be unable to acquire attractive new mining properties on terms that considered acceptable. THE TITLES TO SOME PROPERTIES MAY BE DEFECTIVE, IN WHICH CASE TARA MINERALS MAY NOT BE ABLE TO PRODUCE ORE FROM THE PROPERTIES. Mining properties located in foreign countries may constitute a significant portion of Tara Minerals' property holdings. The validity of the title to mining properties in foreign countries is often uncertain and may be contested. In accordance with mining 4 industry practice, Tara Minerals will not generally obtain title opinions until it decides to develop a property. Therefore, while Tara Minerals will attempt to acquire satisfactory title to undeveloped properties, some titles may be defective. TARA MINERALS' OPERATIONS MAY BE ADVERSELY AFFECTED BY RISKS AND HAZARDS ASSOCIATED WITH THE MINING INDUSTRY. Tara Minerals' business will be subject to a number of risks and hazards including: o environmental hazards; o political and country risks; o industrial accidents; o labor disputes; o unusual or unexpected geologic formations; o cave-ins; o explosive rock failures; and o flooding and periodic interruptions due to inclement or hazardous weather conditions. These risks could result in: o damage to or destruction of mineral properties or producing facilities; o personal injury; o environmental damage; o delays in mining; o monetary losses; and o legal liability. For some of these risks, Tara Minerals plans to maintain insurance to protect against losses at levels consistent with industry practice. However, Tara Minerals may not be able to maintain this insurance, particularly if there is a significant increase in the cost of premiums. Insurance against environmental risks may generally be either unavailable or too expensive, in which case Tara Minerals would not maintain environmental insurance. To the extent Tara Minerals is subject to environmental liabilities, it would have to pay for these liabilities. Moreover, in the event that Tara Minerals is unable to fully pay for the cost of remedying an environmental problem, Tara Minerals might be required to suspend operations or enter into other interim compliance measures. TARA MINERALS MAY BE UNABLE TO CONDUCT MINING OPERATIONS IF IT IS UNABLE TO OBTAIN REQUIRED GOVERNMENT PERMITS. In the ordinary course of business, mining companies are required to obtain government permits for mining operations. Obtaining the necessary government permits is a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings. The duration and success of efforts to obtain permits will be contingent upon many variables not within Tara Minerals' control. Obtaining environmental protection permits, including the approval of reclamation plans, may increase costs and cause delays depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority. There can be no assurance that all necessary permits will be obtained and, if obtained, that the costs involved will not exceed those 5 previously estimated. It is possible that the costs and delays associated with the compliance with such standards and regulations could become so significant that Tara Minerals would not proceed with the development or operation of a mine or mines. TARA MINERALS WILL FACE SUBSTANTIAL GOVERNMENTAL REGULATION AND ENVIRONMENTAL RISKS, WHICH COULD CAUSE TARA MINERALS TO SPEND SUBSTANTIAL AMOUNTS OF MONEY. Tara Minerals' business will be subject to extensive laws and regulations governing development, production, labor standards, occupational health, waste disposal, use of toxic substances, environmental regulations, mine safety and other matters. Tara Minerals may be required to maintain reserves for costs associated with mine closure, reclamation of land and other environmental matters. Future expenditures related to closure, reclamation and environmental expenditures are difficult to estimate due to: o the uncertainties relating to the costs and remediation methods that will be required in specific situations; o the possible participation of other potentially responsible parties; and o changing environmental laws, regulations and interpretations. Various laws and permits require that financial assurances be in place for certain environmental and reclamation obligations and other potential liabilities. The amount of the financial assurances and the amount required to be set aside as collateral for financial assurances are dependent upon a number of factors, including reclamation cost estimates. Tara Minerals may be unable to maintain the financial assurances which may be required. Risk Factors Related to this Offering AS OF THE DATE OF THIS PROSPECTUS THERE WAS NO PUBLIC MARKET FOR TARA MINERALS' COMMON STOCK AND IF NO PUBLIC MARKET DEVELOPS, PURCHASERS OF THE SHARES OFFERED BY THIS PROSPECTUS MAY BE UNABLE TO SELL THEIR SHARES. If purchasers are unable to sell their shares, purchasers may never be able to recover any amounts which they paid for Tara Minerals' shares. BECAUSE THERE IS NO PUBLIC MARKET FOR TARA MINERALS' COMMON STOCK, THE PRICE FOR THE SHARES, DOES NOT BEAR ANY RELATIONSHIP TO TARA MINERALS' ASSETS, BOOK VALUE OR NET WORTH, AND MAY BE GREATER THAN THE PRICE WHICH INVESTORS IN THIS OFFERING MAY RECEIVE WHEN THEY RESELL THEIR SHARES. Accordingly, the offering price of Tara Minerals' common stock should not be considered to be any indication of the value of its shares. The factors considered in determining the offering price included Tara Minerals' future prospects and the likely trading price for its common stock if a public market ever develops. SHOULD A MARKET FOR TARA MINERALS' COMMON STOCK EVER DEVELOP, DISCLOSURE REQUIREMENTS PERTAINING TO PENNY STOCKS MAY REDUCE THE LEVEL OF TRADING ACTIVITY IN THE MARKET FOR TARA MINERALS' COMMON STOCK AND INVESTORS MAY FIND IT 6 DIFFICULT TO SELL THEIR SHARES. If a market ever develops for Tara Minerals' common stock, trades of its common stock will be subject to Rule 15g-9 of the Securities and Exchange Commission, which rule imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction prior to sale. The Securities and Exchange Commission also has rules that regulate broker/dealer practices in connection with transactions in "penny stocks". Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker/ dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. DILUTION AND COMPARATIVE SHARE DATA As of May 31, 2007 Tara Minerals had 36,539,200 outstanding shares of common stock, which had a book value of approximately $0.06 per share. These shares were sold for cash of $2,519,900 and services rendered. The following table illustrates per share dilution and the comparative stock ownership of Tara Minerals' stockholders as compared to the investors in this offering, assuming all shares offered by this prospectus are sold. Shares outstanding as of May 31, 2007 36,539,200 Shares to be sold in this offering 6,539,200 Net tangible book value per share at as of May 31, 2007 $0.06 Offering price, per share $0.50 Dilution to purchasers of shares offered by this prospectus $0.44 Equity ownership by purchasers of shares offered by this prospectus 18% 7 The following table shows the amount paid by the present shareholders of Tara Minerals for their shares of Tara Minerals' common stock as of opposed to investors in this offering: Name Price Paid Per Share ---- -------------------- Tara Gold Resources Corp. Nil Private Investors $0.50 Qualico Capital Corp. Services rendered, and valued at $0.50 per share MARKET FOR TARA MINERALS' COMMON STOCK. Tara Minerals' common stock is not quoted on any exchange and there is no public trading market for its shares. As of May 31, 2007, Tara Minerals had 36,539,200 outstanding shares of common stock and 72 shareholders. Except for the options shown in the "Management" section of this prospectus, Tara Minerals does not have any outstanding options, warrants or other arrangements providing for the issuance of additional shares of its capital stock. All of the outstanding shares of Tara Minerals are restricted securities. The 30,000,000 shares owned by Tara Gold Resources may be sold in accordance with Rule 144 of the Securities and Exchange Commission. The other outstanding shares may be sold in accordance wit Rule 144 beginning in December 2007. Holders of common stock are entitled to receive dividends as may be declared by the Board of Directors. Tara Minerals' Board of Directors is not restricted from paying any dividends but is not obligated to declare a dividend. No dividends have ever been declared and it is not anticipated that dividends will ever be paid. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION Tara Minerals was incorporated on May 12, 2006. During the period from its incorporation through May 31, 2007 Tara Minerals did not generate any revenue or incur any expenses. Between December 2006 and February 2007 Tara Minerals raised $2,519,600 from the sale of 5,039,200 shares of its common stock to private investors. Tara Minerals' plan of operation during the twelve months following the date of this prospectus is described in the "Business" section of this prospectus. 8 Tara Minerals anticipates that its capital requirements for the twelve months following the date of this prospectus will be: Exploration and Development - Pilar de Mocoribo property $ 325,000 Property payments and tax - Pilar de Mocoribo property 322,000 Exploration and Development - Don Ramon property 900,000 Exploration and Development - Las Nuvias property 100,000 General and administrative expenses - 275,000 ---------- Total $1,922,000 ========== Tara Minerals does not anticipate that it will need to hire any employees during the twelve month period following the date of this prospectus. Tara Minerals' future plans will be dependent upon the amount of capital available to Tara Minerals and the extent to which Tara Minerals is able to have joint venture partners pay the costs of exploring and developing its mining properties. Tara Minerals does not have any commitments or arrangements from any person to provide Tara Minerals with any additional capital. If additional financing is not available when needed, Tara Minerals may continue to operate in its present mode or Tara Minerals may need to cease operations. Tara Minerals does not have any plans, arrangements or agreements to sell its assets or to merge with another entity. See Note 1 to the financial statements included as part of this prospectus for a description of Tara Minerals' accounting policies and recent accounting pronouncements. BUSINESS Tara Minerals plans to explore and develop mining properties which may be productive of copper, lead, zinc, silver or other industrial metals. Tara Minerals was recently organized and is in the exploration stage. Tara Minerals plans to acquire low-cost properties that have the potential to yield high returns. After acquiring a property and selecting a possible exploration area through its own efforts or with others, Tara Minerals will typically compile reports, past production records and geologic surveys concerning the area. Tara Minerals may then undertake a field exploration program to determine whether the area merits work. Initial field exploration on a property normally consists of geologic mapping and geochemical and/or geophysical surveys, together with selected sampling to identify host environments that may contain specific mineral occurrences. If an area shows promise, geologic drilling programs will be undertaken in an effort to locate the existence of economic mineralization. If mineralization is delineated, further work will be undertaken to estimate ore reserves, evaluate the feasibility for the development of the mining project, obtain permits for commercial development, and, if the project appears to be economically viable, proceed to place the deposit into commercial production. 9 The capital required for exploration and development of mining properties is substantial. Tara Minerals plans to finance its future operations through joint venture arrangements with third parties (generally providing that the third party will obtain a specified percentage of Tara Minerals' interest in a certain property in exchange for the expenditure of a specified amount), the sale by Tara Minerals of interests in properties, and by the sale of common stock. The exploration and development of properties that are joint ventured with third parties are normally managed by one of the joint venture participants which is designated as the operator. The operator of a mining property generally provides all labor, equipment, supplies and management on a cost plus fee basis and often must perform specific tasks over a specified time period. Separate fees may be charged to the joint venturers by the operator and, once certain conditions are met, the joint venturers are typically required to pay the costs in proportion to their interests in the property. Tara Minerals' properties will typically consist of a variety of interests including, properties located in foreign countries and unpatented and patented claims held under lease or owned by Tara Minerals. In connection with the acquisition of a property, Tara Minerals may conduct limited reviews of title and related matters and obtains certain representations regarding ownership. Although Tara Minerals plans to conduct reasonable investigations (in accordance with standard mining practice) of the validity of ownership, it may be unable to acquire good and marketable title to its properties. Tara Minerals owns 99.9% of the capital stock of American Metal Mining S.A. de C.V., a Mexican corporation. All of Tara Minerals' operations in Mexico are conducted through American Metals Mining and all references to Tara Minerals include the operations of American Metals Mining. As of May 31, 2007 Tara Minerals had an interest in the mining properties listed below. Although Tara Minerals believes that each of these properties has deposits of copper, lead, zinc or silver, there is no assurance that any of these properties will be capable of producing any of these metals in commercial quantities. In Mexico land size is denominated in hectares and weight is denominated in tonnes. One hectares is equal to approximately 2.47 acres and one tonne is equal to 2,200 pounds. Pilar de Mocoribo Prospect The Pilar de Mocoribo prospect was acquired in September 2006 from an unrelated third party for $800,000 (exclusive of value added tax), which amount is to be paid in accordance with the following schedule: 2006 $ 135,000 2007 235,000 2008 155,000 2009 275,000 ------------ $ 800,000 ============ 10 The Pilar de Mocoribo prospect is 1,548 hectares in size and is located 25 km NE of El Fuerte, Sinaloa State, Mexico. Preliminary evaluation of the property has identified a series of parallel NE trending mineralized structures that can be traced for more than 300 meters. These mineralized structures lie within a complex suite of volcanic-granitic and sedimentary (carbonate) rocks. The following is a description of Tara Mineral's exploration plan for this property: Phase Projected Completion Estimated Cost ----- -------------------- -------------- Mapping, sampling and trenching September 2007 $325,000 Don Ramon Concession - -------------------- The Don Ramon concession was acquired in October 2006 from an unrelated third party for $600,000. The purchase price was paid in full in January 2007. The Don Ramon property is comprised of 309 hectares and is located 20 km ESE of Choix, Sinaloa State, Mexico, along the western part of the Northern Sierra Madre Gold Belt. The following is a description of Tara Minerals' exploration plan for this property: Phase Projected Completion Estimated Cost ----- -------------------- -------------- Mapping, sampling and trenching September 2007 $900,000 Las Nuvias Concession - --------------------- The Las Nuvias prospect was acquired for $115,000 in October 2006 from an unrelated third party. The purchase price was paid in full in January 2007. The Las Nuvias property is 41 hectares in size and is located 20 km ESE of Choix, Sinaloa State, Mexico, along the western part of the Northern Sierra Madre Gold Belt. The following is a description of Tara Minerals' exploration plan for this property: Phase Projected Completion Estimated Cost ----- -------------------- -------------- Mapping and sampling October 2007 $25,000 United States Mining Laws and Regulations In the United States, unpatented mining claims on unappropriated federal land may be acquired pursuant to procedures established by the Mining Law of 1872 and other federal and state laws. These acts generally provide that a 11 citizen of the United States (including corporations) may acquire a possessory right to develop and mine valuable mineral deposits discovered upon unappropriated federal lands, provided that such lands have not been withdrawn from mineral location, e.g., national parks, military reservations and lands designated as part of the National Wilderness Preservation System. The validity of all unpatented mining claims is dependent upon inherent uncertainties and conditions. These uncertainties relate to such non-record facts as the sufficiency of the discovery of minerals, proper posting and marking of boundaries, and possible conflicts with other claims not determinable from descriptions of record. Prior to discovery of a locatable mineral thereon, a mining claim may be open to location by others unless the owner is in possession of the claim. The domestic exploration programs conducted by Tara Minerals will be subject to federal, state and local environmental regulations. The United States Forest Service and the Bureau of Land Management extensively regulate mining operations conducted on public lands. Most operations involving the exploration for minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of stream and fresh water sources, odor, noise, dust, and other environmental protection controls adopted by federal, state, and local governmental authorities as well as the rights of adjoining property owners. Tara Minerals may be required to prepare and present to federal, state, or local authorities data pertaining to the effect or impact that any proposed exploration or production of minerals may have upon the environment. All requirements imposed by any such authorities may be costly and time-consuming, and may delay commencement or continuation of exploration or production operations. Future legislation and regulations are expected to continue to emphasize the protection of the environment, and, as a consequence, the activities of Tara Minerals may be more closely regulated to further the cause of environmental protection. Such legislation and regulations, as well as future interpretation of existing laws, may require substantial increases in capital and operating costs to Tara Minerals and may result in delays, interruptions, or a termination of operations, the extent of which cannot be predicted. Mining operations in the United States are subject to inspection and regulation by the Mine Safety and Health Administration of the Department of Labor (MSHA) under provisions of the Federal Mine Safety and Health Act of 1977. Tara Minerals' operations will also be subject to regulations under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA or Superfund), which regulates and establishes liability for the release of hazardous substances, and the Endangered Species Act (ESA), which identifies endangered species of plants and animals and regulates activities to protect these species and their habitats. Tara Minerals may incur expenditures for land reclamation pursuant to federal and state land restoration laws and regulations. Under certain circumstances, Tara Minerals may be required to close an operation until a particular problem is remedied or to undertake other remedial actions. Mexican Mining Laws and Regulations - ----------------------------------- In Mexico, Article 27 of the Mexican Constitution grants the ownership of essentially all minerals to the Mexican nation. The right to exploit those minerals is given to private parties through concessions issued by the Mexican 12 government. The current Mining Law of Mexico was enacted in 1992. Concessions are granted on mining lots, the sides of which measure 100 meters, or a multiple of 100, except when adjoining lots (granted when there were no size requirements) require a smaller size. An exploration concession is granted to the first applicant that meets the requirements of the Mining Law, the most important of which is that the claimed area is deemed to be "free land". Under the Mining Law, areas that are already covered by mining concessions or applications for mining concessions are not free, as well as reserved areas such as the coast and the seabed. Exploration mining concession applications are filed at government offices. Exploration concessions are valid for six years and give their holders the right to carry out exploration work. While the concessionaire may keep the minerals obtained in the course of the exploration work, the mine may not be put into production. If the concessionaire wishes to continue exploration work beyond six years, or wishes to go into production, the concessionaire may, at any time before the expiration of the six year term, request an exploitation concession, which is valid for 50 years and renewable once for a similar term. Mining concessions do not grant the holder right to enter or use the surface land of the mining lots. It is therefore necessary to obtain the permission of the surface owner for that purpose. Typically, a verbal authorization with no consideration is granted for prospecting and sample gathering. A simple letter agreement or contract is normally used for drilling, trenching, or basic road building. For more advanced exploration activities, a small monetary consideration is normally required. In some cases the concessionaire is also required to make minor improvements which benefit the local community such as fixing a road or fence or building an earthen dam. Building and operating a mine requires a more formal agreement. If an agreement cannot be reached with the surface owner, the Mining Law gives the concessionaire the right to request a temporary occupation of the land or an expropriation (or an easement for the construction of roads, power lines, water pipes, etc.). Compensation is set through an appraisal made by the federal government. A concessionaire's most important obligation is the performance of assessment work on the mining lots. A minimum amount of assessment work measured in monetary terms must be performed each year, depending on the size of the mining lot and, for an exploration mining concession, the number of years elapsed since its issue, pursuant to minimum investment tables established by the Mexican government. Assessment work may be done either through expenditures or the sale of minerals. A report must be filed in May of every year regarding the work for the previous calendar year. Lack of performance of the minimum work will result in the cancellation of the concession; payment to the government in lieu of required assessment of work is not allowed. Concessionaires must comply with federal environmental regulations which generally require that mining activities be subject to an environmental impact statement authorization. Normally an environmental impact statement authorization can be obtained in six to twelve months from the date of its filing. However, mining operations which do not exceed levels established by the Mexican government are not required to file an environmental impact statement. 13 The Mining Law forbids concessionaires from removing mine timbering and supports and requires compliance with all safety rules promulgated by the Mexican government. Mexican and foreign individuals, as well as Mexican corporations, are allowed to hold mining concessions. Although foreign corporations may not hold mining concessions, foreign corporations may, however, own Mexican corporations. General Tara Minerals' offices are located at 2162 Acorn Court, Wheaton, IL 60187 and consist of approximately 150 square feet of office space are supplied free of charge by Francis Richard Biscan, Jr., the President of Tara Minerals. As of May 31, 2007 the only employees of Tara Minerals were its two officers. Tara Minerals does not have a website. MANAGEMENT Name Age Position ---- --- -------- Francis R. Biscan 45 President, Chief Executive Officer and a Director Clifford A. Brown 56 Principal Financial Officer and a Director The directors of Tara Minerals serve in such capacity until the first annual meeting of Tara Minerals' shareholders and until their successors have been duly elected and qualified. The officers of Tara Minerals serve at the discretion of Tara Minerals' directors. The principal occupations of Tara Minerals' officers, directors and consultants, during the past several years, are as follows: Francis Richard Biscan Jr. has been an officer and director of Tara Minerals since May 2006. Between 1997 and August 2003 Mr. Biscan was an independent financial consultant, providing advice to public and private companies in the areas of capital formation and mergers and acquisitions. Mr. Biscan has also an officer and director of Tara Gold Resources Corp. since August 2003. Clifford A. Brown has been an officer and director of Tara Minerals since May 2006. Since 1989 Mr. Brown has been the President of Clifford A. Brown and Co., a firm which provides accounting and consulting services and sells accounting software. Since 1993 Mr. Brown has served as the treasurer and Board member of Restoration Ministries, Inc., a non-profit corporation with 33 different ministries in Chicago. Mr. Brown has also been an officer and director of Tara Gold Resources Corp. since November 2004. Tara Minerals does not have a compensation committee. Tara Minerals' Board of Directors serves as its Audit Committee. Clifford A. Brown is Tara Minerals' financial expert. Since Mr. Brown is an officer and director of Tara Minerals, Mr. Brown is not independent as that term is defined in section 121(A) of the listing standards of the American Stock Exchange. 14 None of Tara Minerals' directors are independent as that term is defined in section 121(A) of listing standards of the American Stock Exchange. Tara Minerals has not adopted a Code of Ethics applicable to its principal executive, financial, and accounting officers and persons performing similar functions. Tara Mineral does not believe it needs a Code of Ethics at this time since Tara Minerals has only three officers. Executive Compensation - ---------------------- As of the date of this prospectus Tara Minerals had not paid any compensation to its officers. The following shows the amounts which Tara Minerals expects to pay to its officers during the twelve month period ending June 30, 2008, and the time these persons plan to devote to Tara Minerals' business. Tara Minerals does not have employment agreements with any of its officers. Proposed Time to be Devoted to Name Compensation Tara Minerals' Business ---- ------------ ----------------------- Francis Richard Biscan, Jr. $60,000 20 hours / week Clifford A. Brown $24,000 20 hours / week Long-Term Incentive Plans. Tara Minerals does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans and has no intention of implementing any of these plans for the foreseeable future. Employee Pension, Profit Sharing or other Retirement Plans. Tara Minerals does not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future. Compensation of Directors. Tara Minerals' directors did not receive any compensation for their services as directors during the fiscal year ended October 31, 2006. Stock Option and Bonus Plans - ---------------------------- Tara Minerals has adopted stock option and stock bonus plans. A summary description of these plans follows. In some cases these Plans are collectively referred to as the "Plans". Incentive Stock Option Plan. Tara Minerals' Incentive Stock Option Plan authorizes the issuance of shares of Tara Minerals' common stock to persons that exercise options granted pursuant to the Plan. Only Tara Minerals employees may be granted options pursuant to the Incentive Stock Option Plan. The option exercise price is determined by Tara Minerals' directors but cannot be less than the market price of Tara Minerals' common stock on the date the option is granted. Non-Qualified Stock Option Plan. Tara Minerals' Non-Qualified Stock Option Plan authorizes the issuance of shares of Tara Minerals' common stock to persons that exercise options granted pursuant to the Plan. Tara Minerals' employees, directors, officers, consultants and advisors are eligible to be granted options pursuant to the Plan, provided however that bona fide services must be rendered 15 by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. Stock Bonus Plan. Tara Minerals' Stock Bonus Plan allows for the issuance of shares of common stock to it's employees, directors, officers, consultants and advisors. However bona fide services must be rendered by the consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. Summary. The following lists, as of May 31, 2007, the options granted pursuant to the Plans. Each option represents the right to purchase one share of Tara Minerals' common stock. Total Shares Shares Reserved for Shares Remaining Reserved Outstanding Issued as Options/Shares Name of Plan Under Plans Options Stock Bonus Under Plans - ------------ ----------- ------------ ----------- -------------- Incentive Stock Option Plan 1,000,000 -- N/A 1,000,000 Non-Qualified Stock Option Plan 2,000,000 1,000,000 N/A 1,000,000 Stock Bonus Plan 750,000 N/A -- 750,000
Tara Minerals' stock option and bonus plans have not been approved by its shareholders. The following lists the unexercised options which were outstanding as of May 31, 2007 and held by the Tara Minerals' officers and directors. All of the options listed below were granted pursuant to Tara Minerals' Non-Qualified Stock Option Plan. Shares underlying unexercised options which are: ----------------------------- Exercise Expiration Name Exercisable Unexercisable Price Date - ---- ----------- ------------- -------- ---------- Francis Richard Biscan, Jr. 750,000 -- $0.05 2/01/10 Clifford A. Brown 250,000 -- $0.05 2/01/10 Transactions with Related Parties The following table lists all shares of Tara Minerals' common stock, which have been sold as of the date of this prospectus. Number Shareholder of Shares Date Consideration - ----------- --------- ---- ------------- Tara Gold Resources Corp. 30,000,000 5/25/06 $300 Qualico Capital Corp. 1,500,000 1/30/07 Investor relations services Private Investors 5,039,200 12/06 to 2/07 $0.50 per share Tara Gold Resources Corp., the controlling shareholder of Tara Minerals, is also engaged in the exploration and development of mining properties in Mexico. Tara Gold Resources will have the first right to acquire any gold or silver mining prospects. Tara Minerals will have the first right to acquire any mining prospect which may be productive of metals other than gold or silver. 16 PRINCIPAL SHAREHOLDERS The following table lists, as of May 31, 2007, those persons owning beneficially 5% or more of Tara Minerals' common stock, the number and percentage of outstanding shares owned by each director and officer of Tara Minerals and by all officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment powers over his shares of common stock. Name and Address Number of Shares (1) Percent of Class - ---------------- -------------------- ---------------- Francis Richard Biscan, Jr. (2) 750,000 2% 2162 Acorn Court Wheaton, IL 60187 Clifford A. Brown (2) 250,000 0.7% 313 Arbor Avenue West Chicago, IL 60185 Tara Gold Resources Corp. (2) 30,000,000 80% 2162 Acorn Court Wheaton, IL 60187 All officers and directors as a group (2 persons) 1,000,000 2.7% (1) Includes shares issuable upon the exercise of options held by the following persons: Shares Issuable Upon Name Exercise of Options ---- -------------------- Francis Richard Biscan, Jr. 750,000 Clifford A. Brown 250,000 (2) Francis Richard Biscan, Jr., and Clifford A. Brown control Tara Gold Resources Corp. SELLING SHAREHOLDERS The persons listed in the following table plan to offer the shares shown opposite their respective names by means of this prospectus. The owners of the shares to be sold by means of this prospectus are referred to as the "selling shareholders". The selling shareholders acquired their shares from Tara Minerals in private transactions for cash at a price of $0.50 per share and, in the case of Qualico Capital Corp., for services rendered. Tara Minerals will not receive any proceeds from the sale of the shares by the selling shareholders. Tara Minerals will pay all costs of registering the shares offered by the selling shareholders. The selling shareholders will pay all sales commissions and other costs of the sale of the shares offered by them. 17 Share Percentage Shares to be Ownership Ownership Shares Sold in this After After Name Owned Offering Offering Offering - ---- ------ ------------ --------- ---------- Affrunti, Peter and/or Frances 10,000 10,000 -- -- Anderson, David 30,000 30,000 -- -- Anderson, Zak 40,000 40,000 -- -- Bennett, Mary 25,000 25,000 -- -- Boelander, Cal 400,000 400,000 -- -- Boerio, Michael 20,000 20,000 -- -- Boyce, Patrick 20,000 20,000 -- -- Buckle, Albert 30,000 30,000 -- -- Bucknell, Phillip 25,000 25,000 -- -- Corner, Dan and Cheryl 4,000 4,000 -- -- Cottone, Carol A. 3,000 3,000 -- -- Crona, Johan 50,000 50,000 -- -- Crona, Nils 100,000 100,000 -- -- Dhalander, Peter 200,000 200,000 -- -- Dhalander, Peter 300,000 300,000 -- -- Dopkey, Bob 50,000 50,000 -- -- Drew, Warren 40,000 40,000 -- -- Dropkin, Joel 100,000 100,000 -- -- Eckart, Kile 500,000 500,000 -- -- Finnigan, James R. 20,000 20,000 -- -- Finnigan, Robert 20,000 20,000 -- -- Frost, Stephen 30,200 30,200 -- -- Hall, Marty 30,000 30,000 -- -- Healey, Malcolm H. 5,000 5,000 -- -- Hearon, Mark 10,000 10,000 -- -- Helper, Chaz 600,000 600,000 -- -- HJB Enterprises Ltd. 20,000 20,000 -- -- Jarka, John 5,000 5,000 -- -- Jester, Matt 10,000 10,000 -- -- Kahovec, John 2,000 2,000 -- -- Kahovec, Martin 10,000 10,000 -- -- Kahovec, Matt 100,000 100,000 -- -- Kisler, Don 30,000 30,000 -- -- Lancon, Brad A. 6,000 6,000 -- -- Lancon, Brent J. 6,000 6,000 -- -- Lippoldt, Keith 20,000 20,000 -- -- Madden, Frank 10,000 10,000 -- -- Majzner, Kurt 6,000 6,000 -- -- Marcou, John 20,000 20,000 -- -- Masluk, Oleh 5,000 5,000 -- -- Metzel, Gerald 40,000 40,000 -- -- Metzel, Jeff 2,000 2,000 -- -- 18 Share Percentage Shares to be Ownership Ownership Shares Sold in this After After Name Owned Offering Offering Offering - ---- ------ ------------ --------- ---------- Metzel, Leonard 160,000 160,000 -- -- Norikane, Bob 50,000 50,000 -- -- O'Connor, Michael T. 80,000 80,000 -- -- Oldenburger, John 40,000 40,000 -- -- O'Neil, Sarah 20,000 20,000 -- -- Pillai, Sanjiv 72,000 72,000 -- -- Pitts, Charles and Trudy 50,000 50,000 -- -- Pitts, Miles 20,000 20,000 -- -- Radice, Diane 2,000 2,000 -- -- Saldanha, Steve 15,000 15,000 -- -- Sandeno, Mark 6,000 6,000 -- -- Savage, Brian 250,000 250,000 -- -- Senner, Mike 20,000 20,000 -- -- Shoupestal, Gary 30,000 30,000 -- -- Siebolts, Dietmar 100,000 100,000 -- -- Smallwood, Kipp 100,000 100,000 -- -- Smith, Paul and Lucia 100,000 100,000 -- -- Stauffer, Franz 60,000 60,000 -- -- Stauffer, Franz 40,000 40,000 -- -- Tedesco, Sergio 10,000 10,000 -- -- Tsai, Wei Tek 200,000 200,000 -- -- Tyson, Terry 200,000 200,000 -- -- Victorin, Jim 100,000 100,000 -- -- Walner, Phil 20,000 20,000 -- -- Wechs, Martin 160,000 160,000 -- -- Weniger, Carl 30,000 30,000 -- -- Westphal, David 10,000 10,000 -- -- Zetmeir, Karl D. 100,000 100,000 -- -- Zurbuchen, George 40,000 40,000 -- -- Qualico Capital Corp. 1,500,000 1,500,000 -- -- Qualico Capital Corp. provides investor relations services to the Company. Except as noted above, no selling shareholder has, or had, any material relationship with Tara Minerals, or Tara Minerals' officers or directors. To Tara Minerals' knowledge, no selling shareholder is affiliated with a broker dealer. Manner of Sale. The shares of common stock owned by the selling shareholders may be offered and sold by means of this prospectus from time to time as market conditions permit. Since as of the date of this prospectus no market exists for Tara Minerals' common stock, sales by the selling shareholders, until Tara Minerals' common stock becomes quoted on the OTC Bulletin Board or listed on a securities exchange, will be made at a price of $0.50 per share. If and when Tara Minerals' common stock becomes quoted on the OTC Bulletin Board or listed 19 on a securities exchange, the shares owned by the selling shareholders may be sold in the over-the-counter market, or otherwise, at prices and terms then prevailing or at prices related to the then-current market price, or in negotiated transactions. These shares may be sold by one or more of the following methods, without limitation: o a block trade in which a broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; o purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus; o ordinary brokerage transactions and transactions in which the broker solicits purchasers; and o face-to-face transactions between sellers and purchasers without a broker/dealer. In competing sales, brokers or dealers engaged by the selling shareholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from selling shareholders in amounts to be negotiated. As to any particular broker-dealer, this compensation might be in excess of customary commissions. Neither Tara Minerals nor the selling stockholders can presently estimate the amount of such compensation. Notwithstanding the above, no NASD member will charge commissions that exceed 8% of the total proceeds from the sale. The selling shareholders and any broker/dealers who act in connection with the sale of the shares may be deemed to be "underwriters" within the meaning of ss.2(11) of the Securities Acts of 1933, and any commissions received by them and any profit on any resale of the shares as principal might be deemed to be underwriting discounts and commissions under the Securities Act. If any selling shareholder enters into an agreement to sell his or her shares to a broker-dealer as principal, and the broker-dealer is acting as an underwriter, Tara Minerals will file a post-effective amendment to the registration statement, of which this prospectus is a part, identifying the broker-dealer, providing required information concerning the plan of distribution, and otherwise revising the disclosures in this prospectus as needed. Tara Minerals will also file the agreement between the selling shareholder and the broker-dealer as an exhibit to the post-effective amendment to the registration statement. The selling stockholders may also sell their shares pursuant to Rule 144 under the Securities Act of 1933. Tara Minerals has advised the selling shareholders that they and any securities broker/dealers or others who may be deemed to be statutory underwriters will be subject to the prospectus delivery requirements under the Securities Act of 1933. Tara Minerals has also advised each selling shareholder that in the event of a "distribution" of the shares owned by the selling shareholder, such selling shareholder, any "affiliated purchasers", and any broker/dealer or other person who participates in the distribution may be subject to Rule 102 of Regulation M under the Securities Exchange Act of 1934 20 ("1934 Act") until their participation in that distribution is completed. Rule 102 makes it unlawful for any person who is participating in a distribution to bid for or purchase stock of the same class as is the subject of the distribution. A "distribution" is defined in Rule 102 as an offering of securities "that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods". Tara Minerals has also advised the selling shareholders that Rule 101 of Regulation M under the 1934 Act prohibits any "stabilizing bid" or "stabilizing purchase" for the purpose of pegging, fixing or stabilizing the price of the common stock in connection with this offering. DESCRIPTION OF SECURITIES Tara Minerals is authorized to issue 75,000,000 shares of common stock. Holders of common stock are each entitled to cast one vote for each share held of record on all matters presented to shareholders. Cumulative voting is not allowed; hence, the holders of a majority of the outstanding common stock can elect all directors. Holders of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore and, in the event of liquidation, to share pro rata in any distribution of Tara Minerals' assets after payment of liabilities. The board is not obligated to declare a dividend. It is not anticipated that dividends will be paid in the foreseeable future. Holders of common stock do not have preemptive rights to subscribe to additional shares if issued by Tara Minerals. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock. All outstanding shares of common stock are fully paid and nonassessable. LEGAL PROCEEDINGS Tara Minerals is not involved in any legal proceedings and Tara Minerals does not know of any legal proceedings which are threatened or contemplated. INDEMNIFICATION The Bylaws of Tara Minerals authorize indemnification of a director, officer, employee or agent of Tara Minerals against expenses incurred by him in connection with any action, suit, or proceeding to which he is named a party by reason of his having acted or served in such capacity, except for liabilities arising from his own misconduct or negligence in performance of his duty. In addition, even a director, officer, employee, or agent of Tara Minerals' who was found liable for misconduct or negligence in the performance of his duty may obtain such indemnification if, in view of all the circumstances in the case, a court of competent jurisdiction determines such person is fairly and reasonably entitled to indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling Tara Minerals' pursuant to the foregoing provisions, Tara Minerals has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable. 21 AVAILABLE INFORMATION Tara Minerals has filed with the Securities and Exchange Commission a Registration Statement on Form SB-2 (together with all amendments and exhibits) under the Securities Act of 1933, as amended, with respect to the Securities offered by this prospectus. This prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Securities and Exchange Commission. For further information, reference is made to the Registration Statement which may be read and copied at the Commission's Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The registration statement is also available at www.sec.gov, the website of the Securities and Exchange Commission. 22 TARA MINERALS CORP. AND SUBSIDIARY (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JANUARY 31, 2007 OCTOBER 31, 2006 And THE PERIOD FROM INCEPTION (MAY 12, 2006) THROUGH JANUARY 31, 2007 TARA MINERALS CORP. AND SUBSIDIARY (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 FINANCIAL STATEMENTS Consolidated Balance Sheets 2 Consolidated Statements of Operations and Comprehensive Loss 3 Consolidated Statements of Stockholder's 4 Equity Consolidated Statements of Cash Flows 5 Notes to the Consolidated Financial 7-13 Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholder of Tara Minerals Corp. and Subsidiary We have audited the accompanying consolidated balance sheet of Tara Minerals Corp., Inc. (a Nevada corporation) as of January 31, 2007, and October 31, 2006, and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the three months ended January 31, 2007, the period from Inception (May 12, 2006) through October 31, 2006, and the period from Inception (May 12, 2006) through January 31, 2007. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tara Minerals Corp as of January 31, 2007 and October 31, 2006, and the results of its operations and its cash flows for the three months ended January 31, 2007, the period from Inception (May 12, 2006) through October 31, 2006, and the period from Inception (May 12, 2006) through January 31, 2007, in conformity with accounting principles generally accepted in the United States of America. Mendoza Berger & Company, LLP Irvine, California May 18, 2007 1 TARA MINERALS CORP.AND SUBSIDIARY (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) CONSOLIDATED BALANCE SHEETS January 31, October 31, 2007 2006 ----------- ----------- ASSETS CURRENT ASSETS Cash $1,402,959 $ - Other receivables 251,940 - Due from related parties 282,307 - ----------- ----------- Total current assets 1,937,206 - ----------- ----------- Property, equipment and mine development, net of accumulated depreciation of $3,448 and $0 at January 31, 2007 and October 31, 2006, respectively 1,570,713 - Other assets 4,783 - ----------- ----------- Total assets $3,512,702 $ - =========== =========== LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES Accounts payable $ 17,485 $ - Accrued expenses 61,528 - Due to related parties, current portion 625,913 - ----------- ----------- Total current liabilities 704,926 - Due to related parties, non-current portion 491,452 - ----------- ----------- Total liabilities 1,196,378 - Minority interest - - Commitment and contingencies - - STOCKHOLDER'S EQUITY Common stock: $.001 par value; authorized 75,000,000 shares; issued and outstanding: 30,000,000 shares at January 31, 2007 and October 31, 2006, respectively 30,000 30,000 Additional paid-in capital (30,000) (30,000) Common stock subscribed (4,834,200 shares) 2,417,100 - Other comprehensive loss (5,415) - Accumulated deficit during exploration stage (95,361) - ----------- ----------- Total stockholder's equity 2,316,324 - ----------- ----------- Total liabilities and Stockholder's equity $3,512,702 $ - =========== =========== See Accompanying Notes to these Consolidated Financial Statements. 2 TARA MINERALS CORP.AND SUBSIDIARY (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS From inception Three mos. Year Ended (May 12, 2006) Ended October 31, through Jan, 31, 2007 2006 January 31, 2007 ------------- ----------- ---------------- Mining revenues $ - $ - $ - Mining exploration expenses 56,396 - 56,396 ----------- ----------- ------------ Gross loss (56,396) - (56,396) General, administrative and depreciation expenses: General and administrative expenses 39,826 - 39,826 Depreciation expense 3,448 - 3,448 ----------- ----------- ------------ Total expenses 43,274 - 43,274 ----------- ----------- ------------ Operating loss (99,670) - (99,670) Nonoperating (income) expense: Interest (income) (4,468) - (4,468) Interest expense 159 - 159 ----------- ----------- ------------ Net loss (95,361) - (95,361) Other comprehensive income (expense): Foreign currency translation (5,415) - (5,415) ----------- ----------- ------------ Comprehensive income (loss) $ (100,776) $ - $ (100,776) =========== =========== ============ Net loss per share, basic and diluted $ (0.00) $ (0.00) =========== =========== Weighted average number of shares of common stock outstanding, basic and diluted 30,000,000 174,419 =========== =========== See Accompanying Notes to these Consolidated Financial Statements. 3 TARA MINERALS CORP.AND SUBSIDIARY (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY Retained Additional Common Other Earnings Common Stock Paid In Stock Comprehensive (Accumulated Shares Amount Capital Subscribed Income Deficit) Total ---------------------------------------------------------------------------------------------- Balance at inception (May 12, 2006 ) - $ - $ - $ - $ - $ - $ - Founders shares, issued October 31, 2006 30,000,000 30,000 (30,000) - - - - Net income - - - - - - - ------------ ---------- ---------- ---------- ----------- ----------- ----------- Balance as of October 31, 2006 30,000,000 30,000 (30,000) - - - - Common stock subscribed (5,039,200 shares) - - - 2,417,100 - - 2,417,100 Foreign currency translation - - - - (5,415) - (5,415) Net loss - - - - - (95,361) (95,361) ------------ ---------- ---------- ---------- ----------- ----------- ----------- Balance as of January 31, 2007 30,000,000 $ 30,000 $ (30,000) $2,417,100 $ (5,415) $ (95,361) $ 2,316,324 ============ ========== ========== =========== =========== ============ =============
See Accompanying Notes to these Consolidated Financial Statements. 4 TARA MINERALS CORP.AND SUBSIDIARY (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS From inception Three mos. Year Ended (May 12, 2006) Ended October 31, through Jan, 31, 2007 2006 January 31, 2007 ------------- ----------- ---------------- Cash Flows From Operating Activities: Net loss $ (95,361) $ - $ (95,361) Depreciation expense 3,448 - 3,448 Adjustments to reconcile net loss to cash used in operating activities: Increase in accounts receivable (86,337) - (86,337) Increase in other assets (4,783) - (4,783) Increase in accounts payable 5,986 - 5,986 -------------- ----------- ------------- Net cash used in operating activities (177,047) - (177,047) -------------- ----------- ------------- Cash Flows From Investing Activities: - - - Cash Flows From Financing Activities: Proceeds from common stock subscribed 2,417,100 - 2,417,100 Payments on debt related to property, equipment and mine development (549,372) - (549,372) Change in due to/from related parties, net (282,307) - (282,307) -------------- ----------- ------------- Net cash provided by financing activities 1,585,421 - 1,585,421 Effect of exchange rate on cash (5,415) - (5,415) -------------- ----------- ------------- Net increase (decrease) in cash 1,402,959 - 1,402,959 Cash, beginning of period - - - -------------- ----------- ------------- Cash, end of period $1,402,959 $ - $1,402,959 ============== =========== ============= See Accompanying Notes to these Consolidated Financial Statements. 5 TARA MINERALS CORP.AND SUBSIDIARY (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) STATEMENTS OF CASH FLOWS (CONTINUED) From inception Three mos. Year Ended (May 12, 2006) Ended October 31, through Jan, 31, 2007 2006 January 31, 2007 ------------- ----------- ---------------- Supplemental Information: Interest paid $ - $ - $ - ========== ========== ========== Income taxes paid $ - $ - $ - ========== ========== ========== Non-cash Investing and Financing Transactions: Acquisition to property, equipment and mine development through related party payable $1,635,000 $ - $1,635,000 ========== ========== ========== Acquisition to property, equipment and mine development through debt $ 167,072 $ - $ 167,072 ========== ========== ========== See Accompanying Notes to these Consolidated Financial Statements. 6 TARA MINERALS CORP. (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS Note 1. Nature of Business and Significant Accounting Policies Nature of business and principles of consolidation: Tara Minerals Corp. (the "Company") was organized May 12, 2006 under the laws of the State of Nevada. The Company currently is engaged in the acquisition, exploration and development of mineral resource properties in Mexico. The Company owns 99.9% of common stock of American Metal Mining, S.A. de C.V. (the "subsidiary"), which was established in December 2006 and operates in Mexico. As of January 31, 2007, American Metal Mining has not finalized the issuance of their common shares to Tara Minerals. All financial information in these financial statements is based in US dollars. The Company currently has no operations and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, "Accounting and Reporting by Development Stage Enterprises," is considered an Exploration Stage Company. Tara Minerals Corp. is also the wholly-owned subsidiary of Tara Gold Resources Corp., a public traded company on the pink sheets of the U.S. public securities market. The consolidated financial statements include the financial statements of the Company and wholly owned subsidiaries. All amounts are in U.S. dollars unless otherwise indicated. All significant intercompany balances and transactions have been eliminated in consolidation. The subsidiary's functional currency is the U.S. dollar. As a result, the financial statements of the subsidiary have been remeasured from Mexican pesos into U.S. dollars using (i) current exchange rates for monetary asset and liability accounts, (ii) historical exchange rates for nonmonetary asset and liability accounts, (iii) historical exchange rates for revenues and expenses associated with nonmonetary assets and liabilities and (iv) the weighted average exchange rate of the reporting period for all other revenues and expenses. In addition, foreign currency transaction gains and losses resulting from U.S. dollar denominated transactions are eliminated. The resulting remeasurement loss is recorded in other comprehensive (loss) income. The financial statements of the subsidiary should not be construed as representations that Mexican pesos have been, could have been or may in the future be converted into U.S. dollars at such rates or any other rates. Relevant exchange rates used in the preparation of the financial statements for the subsidiary are as follows for the three months ended January 31, 2007 (Mexican pesos per one U.S. dollar). There were no foreign currency transactions for the period ended October 31, 2006. 7 TARA MINERALS CORP. (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS January 31, 2007 ---------------- Current exchange rate Ps. 11.0548 Weighted average exchange rate for the period ended Ps. 10.9019 A summary of the Company's significant accounting policies is as follows: Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of January 31, 2007 and October 31, 2006. Machinery and Equipment and Mining Concessions Mining concessions and acquisitions, exploration and development costs relating to mineral properties will be deferred until the properties are brought into production, at which time they will be amortized on the unit of production method based on estimated recoverable reserves. If it is determined that the deferred costs related to a property are not recoverable over its productive life, those costs will be written down to fair value as a charge to operations in the period in which the determination is made. The amounts, at which mineral properties and the related deferred costs are recorded, do not necessarily reflect present or future values. The recoverability of the book value of each property will be assessed annually for indicators of impairment such as adverse changes to any of the following: o estimated recoverable ounces of gold o estimated future commodity prices o estimated expected future operating costs, capital expenditures and reclamation expenditures A write-down to fair value will be recorded when the expected future cash flow is less than the net book value of the property. 8 TARA MINERALS CORP. (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS Certain mining plant and equipment included in mine development and infrastructure will be depreciated on a straight-line basis over their estimated useful lives from 3 - 7 years. Other non-mining assets will be recorded at cost and depreciated on a straight-line basis over their estimated useful lives from 3 - 7 years. The carrying amounts of the group's assets will be reviewed at each balance sheet date to determine whether there is any indication of impairment. If such indication exists, the asset's recoverable amount is estimated. Revenue recognition Revenue from the sale of bullion, concentrate and industrial metals will be recognized when ownership passes to the purchaser at which time the following conditions are met: i) persuasive evidence that an agreement exists; ii) the risks and rewards of ownership pass to the purchaser including delivery of the product; iii) the selling price is fixed and determinable, and iv) collectibility is reasonably assured. Reclamation and remediation costs (asset retirement obligations) In August 2001, the FASB issued Statements of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations", which established a uniform methodology for accounting for estimated reclamation and abandonment costs. The statement was adopted January 1, 2004. Reclamation costs are allocated to expense over the life of the related assets and are periodically adjusted to reflect changes in the estimates present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation and abandonment costs. Future remediation costs for reprocessing plant and buildings are accrued based on management's best estimate at the end of each period of the undiscounted costs expected to be incurred at a site. Such cost estimates include, where applicable, ongoing care, maintenance and monitoring costs. Changes in estimates are reflected in earnings in the period an estimate is revised. There were no reclamation and remediation costs accrued as of January 31, 2007 and October 31, 2006. Exploration expenses Exploration costs are charged to operations as incurred. 9 TARA MINERALS CORP. (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS Stock-based compensation The Company adopted SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123(R)"), on May 12, 2006, which requires the measurement and recognition of compensation expense for all share-based awards made to employees and directors, including employee stock options and shares issued through its employee stock purchase plan, based on estimated fair values. Income taxes Income taxes are provided for using the liability method of accounting in accordance with SFAS No. 109 "Accounting for Income Taxes." A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. Net loss per common share Net loss per share is calculated in accordance with SFAS No. 128, "Earnings Per Share." The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding since inception. As of January 31, 2007 and October 31, 2006 the Company had no dilutive potential common shares. Recent Accounting Pronouncements In February 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments--an Amendment of FASB Statements No. 133 and 140" ("SFAS No. 155"). SFAS No. 155 allows financial instruments that contain an embedded derivative and that otherwise would require bifurcation to be accounted for as a whole on a fair value basis, at the holders' election. SFAS No. 155 also clarifies and amends certain other provisions of SFAS No. 133 and SFAS No. 140. This statement is effective for all financial instruments acquired or issued in fiscal years beginning after September 15, 2006. We do not expect that the adoption of SFAS No. 155 will have a material impact on our financial condition or results of operations. 10 TARA MINERALS CORP. (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS In June 2006, the Emerging Issues Task Force ("EITF") reached a consensus on EITF Issue No. 06-3, "How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation)" ("EITF 06-3"). EITF 06-3 provides that the presentation of taxes assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer on either a gross basis (included in revenues and costs) or on a net basis (excluded from revenues) is an accounting policy decision that should be disclosed. The provisions of EITF 06-3 will be effective for us as of January 1, 2007. We do not expect that the adoption of EITF 06-3 will have a material impact on our consolidated financial statements. In July 2006, the FASB issued FIN 48, "Accounting for Uncertainty in Income Taxes--an interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the recognition threshold and measurement of a tax position taken on a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. FIN 48 also requires expanded disclosure with respect to the uncertainty in income taxes. We are currently evaluating the requirements of FIN 48 and the impact this interpretation may have on our financial statements. In September 2005, the SEC Staff issued SEC Staff Accounting Bulletin 107, "Implementation Guidance for FASB 123 (R)." The staff believes the guidance in the SAB will assist issuers in their initial implementation of Statement 123R and enhance the information received by investors and other users of financial statements, thereby assisting them in making investment and other decisions. This SAB includes interpretive guidance related to share-based payment transactions with non-employees, the transition from nonpublic to public entity status, valuation methods (including assumptions such as expected volatility and expected term), the accounting for certain redeemable financials instruments issued under share-based payment arrangements, the classification of compensation expense, non-GAAP financial measures, first-time adoption of Statement 123R in an interim period, capitalization of compensation cost related to share-based payment arrangements, the accounting for income tax effects of share-based payment arrangements upon adoption of Statement 123R and disclosures of MD&A subsequent to adoption of Statement 123R. In September 2006, the SEC Staff issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements" ("SAB No. 108"). SAB No. 108 requires the use of two alternative approaches in quantitatively evaluating materiality of misstatements. If the misstatement as quantified under either approach is material to the current year financial statements, the misstatement must be corrected. If the effect of correcting the prior year misstatements, if any, in the current year income statement is material, the prior year financial statements should be corrected. In the year of adoption (fiscal years ending after November 15, 2006 or calendar year 2006 for us), the misstatements may be 11 TARA MINERALS CORP. (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS corrected as an accounting change by adjusting opening retained earnings rather than being included in the current year income statement. We do not expect that the adoption of SAB No. 108 will have a material impact on our financial condition or results of operations. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS 157). SFAS 157 provides guidance for using fair value to measure assets and liabilities. SFAS 157 addresses the requests from investors for expanded disclosure about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and will be adopted by the Company in the first quarter of fiscal year 2009. We do not expect that the adoption of SFAS 157 will have a material impact on our financial condition or results of operations. Note 2. Property, equipment and mine development January 31, 2007 October 31, 2006 Mining concessions: Pilar (a) $ 785,349 $ - Don Ramon (b) 521,739 - Las Nuvias (c ) 100,000 - -------------- ------------ Mining concession 1,407,088 - Machinery and equipment 167,073 - -------------- ------------ 1,574,161 - Less - accumulated depreciation (3,448) - -------------- ------------ $ 1,570,713 $ - ============== ============ a. In September 2006 another subsidiary of Tara Gold Resources Corp., the Company's parent, acquired the Pilar de Mocribo Prospect (Pilar) from an unrelated third party for $920,000 (including value added tax). This property was then assigned to the Company in January 2007. The Company is required to repay the other subsidiary of its parent for this mining concession as follows (including the applicable value added tax): 12 TARA MINERALS CORP. (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS 2007 $413,898 2008 491,452 2009 - ----------------- $ 905,350 In accordance with Accounting Principles Board Opinion 21 "Interest on Receivables and Payables" (APB21), the future payments of the total payment amount of $800,000 has been discounted using the incremental borrowing rate of 5.01%. As of January 31, 2007, the present value of future payments is as follows: Debt IVAT Total Future payments $ 800,000 $ 120,000 $ 920,000 Imputed interest (14,650) - (14,650) ----------- ---------- ---------- Present value of future payments 785,350 120,000 905,350 ----------- ---------- ---------- Less: current portion (358,398) (55,500) (413,898) ----------- ---------- ---------- $ 426,952 $ 64,500 $ 491,452 =========== ========== ========== b. On January 8, 2007 the Company amended its October 2006 agreement to acquire the Don Ramon Prospect (Don Ramon) from an unrelated third party for $600,000 (including value added tax). The purchase price was paid in full in January 2007. This property was assigned to the Company in January 2007 by the Company's parent. c. On January 8, 2007 the Company amended its October 2006 agreement to acquire the Las Nuvias Prospect (Las Nuvias) for $115,000 (including value added tax) from an unrelated third party. The purchase price was paid in full in January 2007. This property was assigned to the Company in January 2007 by the Company's parent. Note 3. Stockholders' Equity The authorized common stock of the Company consists of 75,000,000 shares with par value of $0.001. On October 31, 2006 the Company issued 30,000,000 shares of its $0.001 par value common stock as Founders' shares to its parent company. On November 28, 2006, the Company authorized a private placement of its common stock of up to 6,000,000 shares of stock at $0.50 per share for a total of $3,000,000. The shares of common stock are restricted under Rule 144 and have not been registered with the Securities and Exchange Commission. As of January 31, 2007 the Company has collected $2,417,100 in Share Stock Subscribed representing 4,834,200 common shares subscribed. Subsequent to January 31, 2007, the Company collected an additional $102,500 and issued an additional 205,000 shares of common stock in Share Stock Subscriptions. 13 TARA MINERALS CORP. (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS In January 2007, the Company signed a marketing agreement with an independent third party with compensation of 1,500,000 common shares valued at $0.50 per share. As of January 31, 2007 the third party had not started work towards the contract nor had the shares been issued. Note 4. Income Taxes We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. The components of the Company's deferred tax asset as of January 31, 2007 and October 31, 2006 are as follows: 2007 2006 ---- ---- Net operating loss carry forward $ 33,376 $ - Valuation allowance (33,376) - ---------- --------- Net deferred tax asset $ - $ - ========== ========= A reconciliation of the statutory income taxes rate and the effective rate is as follows: 2007 2006 Tax at statutory rate 35% 35% Valuation allowance (35%) (35%) ------- ------- - - ======= ======= The net federal operating loss carry forward will expire in 2026. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. Note 5. Related Party Transactions The Company is a wholly owned subsidiary of Tara Gold Resources Corp. As of January 31, 2007 another subsidiary of Tara Gold Resources Corp. made payments of $210,000 toward the purchase of mining concessions that were assigned to the Company. This same subsidiary paid an additional $2,014 in other expenses for the Company and will make payments for the Pilar mining concession described in note 2a above. Due to related parties, both current and non-current portions, is $1,117,365 as of January 31, 2007 14 TARA MINERALS CORP. (A Subsidiary of Tara Gold Resources Corp.) (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS As of January 31, 2007 the Company had advanced $282,307 in cash for the benefit of Tara Gold Resources. The amounts advanced were primarily used by Tara Gold Resources to purchase mining equipment. The advances do not bear interest and are unsecured. These advances are to be repaid to the Company by July 2007. There were no related party transactions as of October 31, 2006. An officer of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The Company's subsidiary American Metal Mining shares office space with a related party in Mexico at no charge. Note 6. Subsequent Events On February 1, 2007, the Company adopted the following stock option plans: o Incentive Stock Option Plan o Nonqualified Stock Option Plan o Stock Bonus Plan Also, on February 1, 2007, the Company authorized 1,000,000 options with an exercise price of $0.05 to two of the Company's Officer's for compensation which expire February 1, 2010. 15 TABLE OF CONTENTS Page PROSPECTUS SUMMARY ........................................... RISK FACTORS ................................................. DILUTION AND COMPARATIVE SHARE DATA........................... MARKET FOR TARA MINERALS' COMMON STOCK ....................... MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION ................................... BUSINESS...................................................... MANAGEMENT ................................................... PRINCIPAL SHAREHOLDERS........................................ SELLING SHAREHOLDERS.......................................... DESCRIPTION OF SECURITIES..................................... LEGAL PROCEEDINGS............................................. INDEMNIFICATION .............................................. AVAILABLE INFORMATION......................................... FINANCIAL STATEMENTS.......................................... No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this prospectus, and if given or made, such information or representations must not be relied upon as having been authorized by Tara Minerals. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities offered in any jurisdiction to any person to whom it is unlawful to make an offer by means of this prospectus. Until _______, 2007 all dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. PART II Information Not Required in Prospectus Item 24. Indemnification of Officers and Directors The Nevada Revised Statutes provides that the Company may indemnify any and all of its officers, directors, employees or agents or former officers, directors, employees or agents, against expenses actually and necessarily incurred by them, in connection with the defense of any legal proceeding or threatened legal proceeding, except as to matters in which such persons shall be determined to not have acted in good faith and in the Company's best interest. Item 25. Other Expenses of Issuance and Distribution. The following table shows the costs and expenses payable by the Company in connection with the issuance and distribution of the securities being registered. SEC Filing Fee $ 350 Blue Sky Fees and Expenses 500 Printing Expenses 200 Legal Fees and Expenses 25,000 Accounting Fees and Expenses 10,000 Miscellaneous Expenses 3,950 --------- TOTAL $ 40,000 ========= All expenses other than the SEC filing fee are estimated. Item 26. Recent Sales of Unregistered Securities. The following lists all shares issued by the Company since its inception. Name Date Shares Consideration - ---- ------ ------ ------------- Tara Gold Resources Corp. 5/25/06 30,000,000 $ 300 Qualico Capital Corp. 1/30/07 1,500,000 Services Rendered Affrunti, Peter and/or Frances *12/22/06 10,000 $ 5,000 Anderson, David * 12/06/06 30,000 $ 15,000 Anderson, Zak * 12/08/06 40,000 $ 20,000 Bennett, Mary * 12/21/06 25,000 $ 12,500 Boelander, Cal * 12/05/06 400,000 $ 200,000 Boerio, Michael * 12/14/06 20,000 $ 10,000 Boyce, Patrick 2/06/07 20,000 $ 10,000 Buckle, Albert 1/22/07 30,000 $ 15,000 Bucknell, Phillip * 12/14/06 25,000 $ 12,500 Corner, Dan and Cheryl 1/27/07 4,000 $ 2,000 Cottone, Carol A. * 12/06/06 3,000 $ 1,500 Crona, Johan * 12/18/06 50,000 $ 25,000 1 Name Date Shares Consideration - ---- ------ ------ ------------- Crona, Nils * 12/14/06 100,000 $ 50,000 Dhalander, Peter * 1/22/07 200,000 $ 100,000 Dhalander, Peter * 12/13/06 300,000 $ 150,000 Dopkey, Bob * 12/16/06 50,000 $ 25,000 Drew, Warren * 1/19/07 40,000 $ 20,000 Dropkin, Joel * 1/11/07 100,000 $ 50,000 Eckart, Kile 12/05/06 500,000 $ 250,000 Finnigan, James R. * 12/06/06 20,000 $ 10,000 Finnigan, Robert * 12/06/06 20,000 $ 10,000 Frost, Stephen 1/16/07 30,200 $ 15,100 Hall, Marty * 12/15/06 30,000 $ 15,000 Healey, Malcolm H. 2/01/07 5,000 $ 2,500 Hearon, Mark * 12/27/06 10,000 $ 5,000 Helper, Chaz * 12/15/06 600,000 $ 300,000 HJB Enterprises Ltd * 12/09/06 20,000 $ 10,000 Jarka, John 12/08/06 5,000 $ 2,500 Jester, Matt 1/26/07 10,000 $ 5,000 Kahovec, John 1/30/07 2,000 $ 1,000 Kahovec, Martin 12/16/06 10,000 $ 5,000 Kahovec, Matt * 12/22/06 100,000 $ 50,000 Kisler, Don * 1/19/07 30,000 $ 15,000 Lancon, Brad A. 12/14/06 6,000 $ 3,000 Lancon, Brent J. 12/14/06 6,000 $ 3,000 Lippoldt, Keith 12/22/06 20,000 $ 10,000 Madden, Frank 1/30/07 10,000 $ 5,000 Majzner, Kurt 12/19/06 6,000 $ 3,000 Marcou, John * 1/26/07 20,000 $ 10,000 Masluk, Oleh 12/7/06 5,000 $ 2,500 Metzel, Gerald * 12/6/06 40,000 $ 20,000 Metzel, Jeff * 12/6/06 2,000 $ 1,000 Metzel, Leonard * 12/6/06 160,000 $ 80,000 Norikane, Bob * 12/22/06 50,000 $ 25,000 O'Connor, Michael T. * 2/01/07 80,000 $ 40,000 Oldenburger, John * 12/10/06 40,000 $ 20,000 O'Neil, Sarah * 12/18/06 20,000 $ 10,000 Pillai, Sanjiv * 1/24/07 72,000 $ 36,000 Pitts, Charles and Trudy 12/06/06 50,000 $ 25,000 Pitts, Miles 12/14/06 20,000 $ 10,000 Radice, Diane * 12/22/06 2,000 $ 1,000 Saldanha, Steve 12/18/06 15,000 $ 7,500 Sandeno, Mark * 12/08/06 6,000 $ 3,000 Savage, Brian * 12/05/06 250,000 $ 125,000 Senner, Mike * 12/19/06 20,000 $ 10,000 Shoupestal, Gary * 1/29/07 30,000 $ 15,000 Siebolts, Dietmar 12/12/06 100,000 $ 50,000 Smallwood, Kipp * 12/23/06 100,000 $ 50,000 Smith, Paul and Lucia * 12/06/06 100,000 $ 50,000 2 Name Date Shares Consideration - ---- ------ ------ ------------- Stauffer, Franz * 12/11/06 60,000 $ 30,000 Stauffer, Franz * 12/05/06 40,000 $ 20,000 Tedesco, Sergio 12/15/06 10,000 $ 5,000 Tsai, Wei Tek * 1/29/07 200,000 $100,000 Tyson, Terry * 12/14/06 200,000 $100,000 Victorin, Jim * 12/05/06 100,000 $ 50,000 Walner, Phil 12/18/06 20,000 $ 10,000 Wechs, Martin * 1/29/07 160,000 $ 80,000 Weniger, Carl * 1/19/07 30,000 $ 15,000 Westphal, David * 12/13/06 10,000 $ 5,000 Zetmeir, Karl D. * 12/06/06 100,000 $ 50,000 Zurbuchen, George * 1/26/07 40,000 $ 20,000 * Accredited investor The Company relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 with respect to the issuance of the shares listed above. The persons who acquired these shares were all provided with information concerning the Company prior to the purchase of their shares. The certificates representing the shares of common stock will bear legends stating that the shares may not be offered, sold or transferred other than pursuant to an effective registration statement under the Securities Act of 1933 or pursuant to an applicable exemption from registration. The shares are "restricted" securities as defined in Rule 144 of the Securities and Exchange Commission. Item 27. Exhibits The following exhibits are filed with this Registration Statement: Exhibit Number Exhibit Name - ------- ------------ 3.1 Articles of Incorporation 3.2 Bylaws 4.1 Incentive Stock Option Plan 4.2 Non-Qualified Stock Option Plan 4.3 Stock Bonus Plan 5 Opinion of Counsel 10.1 Acquisition Agreement - Pilar de Mocoribo property 10.2 Acquisition Agreement - Don Ramon property 3 Exhibit Number Exhibit Name - ------- ------------ 10.3 Acquisition Agreement - Las Nuvias property 10.4 Consulting Agreement with Qualico Capital 21 Subsidiaries 23.1 Consent of Attorneys 23.2 Consent of Accountants Item 28. Undertakings (a) The small business issuer will: (1) File, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to. (i) Include any Prospectus required by Section l0 (a)(3) of the Securities Act: (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) Include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. (4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: 4 (i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and (iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser. (e) Insofar as indemnification for liabilities arising under the Securities Act of l933 (the "Act") may be permitted to directors, officers and controlling persons of the Small Business Issuer pursuant to the foregoing provisions or otherwise, the Small Business Issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Small Business Issuer of expenses incurred or paid by a director, officer or controlling person of the Small Business Issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Small Business Issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (g) That, for the purpose of determining liability under the Securities Act to any purchaser: (1) If the small business issuer is relying on Rule 430B: (i) Each prospectus filed by the undersigned small business issuer pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or 5 deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or (2) If the small business issuer is subject to Rule 430C, include the following: Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. 6 SIGNATURES In accordance with the requirements of the Securities Act of l933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned in Wheaton, Illinois on the 1st day of June 2007. TARA MINERALS CORP. By: /s/ Francis Richard Biscan --------------------------------------- Francis Richard Biscan, Jr., President, /s/ Clifford A. Brown --------------------------------------- Clifford A. Brown, Chief Financial Officer and Principal Accounting Officer In accordance with the requirements of the Securities Act of l933, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date - --------- ----- ---- /s/ Francis Richard Biscan Director June 1, 2007 - ------------------------- Francis Richard Biscan, Jr. /s/ Clifford A. Brown Director June 1, 2007 - ------------------------- Clifford A. Brown TARA MINERALS CORP. FORM SB-2 EXHIBITS EX-3.(I) 2 taraminsb2ex31607.txt EXH 3.1 ARTICLES OF INC. EXHIBIT 3.1 Entity # E0374822006-9 Document Number: 20060308262-29 Date Filed: 5/12/2006 7:10:35 AM Articles of Incorporation (Pursuant to Article 78 of the Nevada Revised Statutes) In the office of Dean Heller Secretary of State 1. Name of Corporation: Tara Minerals Corp. 2. Resident Agent Name and Street Address: Corporate Capital Formation, Inc. 2724 Otter Creek Ct., #101 Las Vegas, NV 89117 3. Shares: 75,000,000 4. Names and Addresses of Board of Directors/Trustees: Roger Coleman 2724 Otter Creek Ct., #101 Las Vegas, NV 89117 5. Purpose: All lawful purposes. 6. Names, Address and Signature of incorporator: Roger Coleman 2724 Otter Creek Ct., #101 Las Vegas, NV 89117 7. Certificate of Acceptance of Appointment of Resident Agent: I hereby accept appointment as Resident Agent for the above named corporation. /s/ Roger Coleman EX-3.(II) 3 taraminsb2ex32607.txt EXH. 3.2 BYLAWS EXHIBIT 3.2 BYLAWS OF TARA MINERALS CORP. ARTICLE I OFFICES Section l. Offices: - ------------------- The principal office of the Corporation shall be determined by the Board of Directors, and the Corporation shall have other offices at such places as the Board of Directors may from time to time determine. ARTICLE II STOCKHOLDER'S MEETINGS Section l. Place: - ----------------- The place of stockholders' meetings shall be the principal office of the Corporation unless another location shall be determined and designated from time to time by the Board of Directors. Section 2. Annual Meeting: - -------------------------- The annual meeting of the stockholders of the Corporation for the election of directors to succeed those whose terms expire, and for the transaction of such other business as may properly come before the meeting, shall be held each year on a date to be determined by the Board of Directors. Section 3. Special Meetings: - ---------------------------- Special meetings of the stockholders for any purpose or purposes may be called by the President, the Board of Directors, or the holders of ten percent (l0%) or more of all the shares entitled to vote at such meeting, by the giving of notice in writing as hereinafter described. Section 4. Voting: - ------------------ At all meetings of stockholders, voting may be viva voce; but any qualified voter may demand a stock vote, whereupon such vote shall be taken by ballot and the Secretary shall record the name of the stockholder voting, the number of shares voted, and, if such vote shall be by proxy, the name of the proxy holder. Voting may be in person or by proxy appointed in writing, manually signed by the stockholder or his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided therein. One third of the outstanding shares of the 1 Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. Each stockholder shall have such rights to vote as the Articles of Incorporation provide for each share of stock registered in his name on the books of the Corporation, except where the transfer books of the Corporation shall have been closed or a date shall have been fixed as a record date, not to exceed, in any case, fifty (50) days preceding the meeting, for the determination of stockholders entitled to vote. The Secretary of the Corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the Corporation and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. Section 5. Order of Business: - ----------------------------- The order of business at any meeting of stockholders shall be as follows: l. Calling the meeting to order. 2. Calling of roll. 3. Proof of notice of meeting. 4. Report of the Secretary of the stock represented at the meeting and the existence or lack of a quorum. 5. Reading of minutes of last previous meeting and disposal of any unapproved minutes. 6. Reports of officers. 7. Reports of committees. 8. Election of directors, if appropriate. 9. Unfinished business. 10 New business. 11. Adjournment. 12. To the extent that these Bylaws do not apply, Roberts' Rules of Order shall prevail. 2 Section 6. Notices: Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. Section 7. Quorum: A quorum at any annual or special meeting shall consist of the representation in person or by proxy of one-third in number of shares of the outstanding capital stock of the Corporation entitled to vote at such meeting. In the event a quorum not be present, the meeting may be adjourned by those present for a period not to exceed sixty (60) days at any one adjournment; and no further notice of the meeting or its adjournment shall be required. The stockholders entitled to vote, present either in person or by proxy at such adjourned meeting, shall, if equal to a majority of the shares entitled to vote at the meeting, constitute a quorum, and the votes of a majority of those present in numbers of shares entitled to vote shall be deemed the act of the shareholders at such adjourned meeting. ARTICLE III BOARD OF DIRECTORS Section l. Organization and Powers: - ----------------------------------- The Board of Directors shall constitute the policy-making or legislative authority of the Corporation. Management of the affairs, property, and business of the Corporation shall be vested in the Board of Directors, which shall consist of not less than one nor more than ten members, who shall be elected at the annual meeting of stockholders by a plurality vote for a term of one (l) year, and shall hold office until their successors are elected and qualify. The number of directors shall be established from time-to-time by a resolution of the directors. Directors need not be stockholders. Directors shall have all powers with respect to the management, control, and determination of policies of the Corporation that are not limited by these Bylaws, the Articles of Incorporation, or by statute, and the enumeration of any power shall not be considered a limitation thereof. 3 Section 2. Vacancies: - --------------------- Any vacancy in the Board of Directors, however caused or created, shall be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board, or at a special meeting of the stockholders called for that purpose. The directors elected to fill vacancies shall hold office for the unexpired term and until their successors are elected and qualify. Section 3. Regular Meetings: - ---------------------------- A regular meeting of the Board of Directors shall be held, without other notice than this Bylaw, immediately after and at the same place as the annual meeting of stockholders or any special meeting of stockholders at which a director or directors shall have been elected. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings without other notice than such resolution. Section 4. Special Meetings: - ---------------------------- Special meetings of the Board of Directors may be held at the principal office of the Corporation, or such other place as may be fixed by resolution of the Board of Directors for such purpose, at any time on call of the President or of any member of the Board, or may be held at any time and place without notice, by unanimous written consent of all the members, or with the presence and participation of all members at such meeting. A resolution in writing signed by all the directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly called, constituted, and held. Section 5. Notices: - ------------------- Notices of both regular and special meetings, save when held by unanimous consent or participation, shall be mailed by the Secretary to each member of the Board not less than three days before any such meeting and notices of special meetings may state the purposes thereof. No failure or irregularity of notice of any regular meeting shall invalidate such meeting or any proceeding thereat. Section 6. Quorum and Manner of Acting: - --------------------------------------- A quorum for any meeting of the Board of Directors shall be a majority of the Board of Directors as then constituted. Any act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Any action of such majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board, shall always be as valid and effective in all respects as if otherwise duly taken by the Board of Directors. 4 Section 7. Executive Committee: - ------------------------------- The Board of Directors may by resolution of a majority of the Board designate two (2) or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation; but the designation of such committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed on it or him by law. Section 8. Order of Business: - ----------------------------- The order of business at any regular or special meeting of the Board of Directors, unless otherwise prescribed for any meeting by the Board, shall be as follows: l. Reading and disposal of any unapproved minutes. 2. Reports of officers and committees. 3. Unfinished business. 4. New business. 5. Adjournment. 6. To the extent that these Bylaws do not apply, Roberts' Rules of Order shall prevail. ARTICLE IV OFFICERS Section l. Titles: - ------------------ The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, and a Treasurer, who shall be elected by the directors at their first meeting following the annual meeting of stockholders. Such officers shall hold office until removed by the Board of Directors or until their successors are elected and qualify. The Board of Directors may appoint from time to time such other officers as it deems desirable who shall serve during such terms as may be fixed by the Board at a duly held meeting. The Board, by resolution, shall specify the titles, duties and responsibilities of such officers. Section 2. President: - --------------------- The President shall preside at all meetings of stockholders and, in the absence of a, or the, Chairman of the Board of Directors, at all meetings of the directors. He shall be generally vested with the power of the chief executive officer of the Corporation and shall countersign all certificates, contracts, 5 and other instruments of the Corporation as authorized by the Board of Directors or required by law. He shall make reports to the Board of Directors and stockholders and shall perform such other duties and services as may be required of him from time to time by the Board of Directors. Section 3. Vice President: - -------------------------- The Vice President shall perform all the duties of the President if the President is absent or for any other reason is unable to perform his duties and shall have such other duties as the Board of Directors shall authorize or direct. Section 4. Secretary: - --------------------- The Secretary shall issue notices of all meetings of stockholders and directors, shall keep minutes of all such meetings, and shall record all proceedings. He shall have custody and control of the corporate records and books, excluding the books of account, together with the corporate seal. He shall make such reports and perform such other duties as may be consistent with his office or as may be required of him from time to time by the Board of Directors. Section 5. Treasurer: - --------------------- The Treasurer shall have custody of all moneys and securities of the Corporation and shall have supervision over the regular books of account. He shall deposit all moneys, securities, and other valuable effects of the Corporation in such banks and depositories as the Board of Directors may designate and shall disburse the funds of the Corporation in payment of just debts and demands against the Corporation, or as they may be ordered by the Board of Directors, shall render such account of his transactions as may be required of him by the President or the Board of Directors from time to time and shall otherwise perform such duties as may be required of him by the Board of Directors. The Board of Directors may require the Treasurer to give a bond indemnifying the Corporation against larceny, theft, embezzlement, forgery, misappropriation, or any other act of fraud or dishonesty resulting from his duties as Treasurer of the Corporation, which bond shall be in such amount as appropriate resolution or resolutions of the Board of Directors may require. Section 6. Vacancies or Absences: - --------------------------------- If a vacancy in any office arises in any manner, the directors then in office may choose, by a majority vote, a successor to hold office for the unexpired term of the officer. If any officer shall be absent or unable for any reason to perform his duties, the Board of Directors, to the extent not otherwise inconsistent with these Bylaws, may direct that the duties of such officer during such absence or inability shall be performed by such other officer or subordinate officer as seems advisable to the Board. 6 ARTICLE V STOCK Section 1. Regulations: - ----------------------- The Board of Directors shall have power and authority to take all such rules and regulations as they deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Corporation. The Board of Directors may appoint a Transfer Agent and/or a Registrar and may require all stock certificates to bear the signature of such Transfer Agent and/or Registrar. Section 2. Restrictions on Stock: - --------------------------------- The Board of Directors may restrict any stock issued by giving the Corporation or any stockholder "first right of refusal to purchase" the stock, by making the stock redeemable or by restricting the transfer of the stock, under such terms and in such manner as the directors may deem necessary and as are not inconsistent with the Articles of Incorporation or by statute. Any stock so restricted must carry a stamped legend setting out the restriction or conspicuously noting the restriction and stating where it may be found in the records of the Corporation. ARTICLE VI DIVIDENDS AND FINANCES Section l. Dividends: - --------------------- Dividends may be declared by the directors and paid out of any funds legally available therefore, as may be deemed advisable from time to time by the Board of Directors of the Corporation. Before declaring any dividends, the Board of Directors may set aside out of net profits or earned or other surplus such sums as the Board may think proper as a reserve fund to meet contingencies or for other purposes deemed proper and to the best interests of the Corporation. Section 2. Monies: - ------------------ The monies, securities, and other valuable effects of the Corporation shall be deposited in the name of the Corporation in such banks or trust companies as the Board of Directors shall designate and shall be drawn out or removed only as may be authorized by the Board of Directors from time to time. Section 3. Fiscal Year: - ----------------------- The Corporation's year end will be October 31. 7 ARTICLE VII AMENDMENTS These Bylaws may be altered, amended, or repealed by the Board of Directors by resolution of a majority of the Board. ARTICLE VIII INDEMNIFICATION The Corporation shall indemnify any and all of its directors or officers, or former directors or officers, or any person who may have served at its request as a director or officer of another corporation in which this Corporation owns shares of capital stock or of which it is a creditor and the personal representatives of all such persons, against expenses actually and necessarily incurred in connection with the defense of any action, suit, or proceeding in which they, or any of them, were made parties, or a party, by reason of being or having been directors or officers or a director or officer of the Corporation, or of such other corporation, except in relation to matters as to which any such director or officer or person shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of any duty owed to the Corporation. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, independently of this Article, by law, under any Bylaw agreement, vote of stockholders, or otherwise. ARTICLE IX CONFLICTS OF INTEREST No contract or other transaction of the Corporation with any other persons, firms or corporations, or in which the Corporation is interested, shall be affected or invalidated by the fact that any one or more of the directors or officers of the Corporation is interested in or is a director or officer of such other firm or corporation; or by the fact that any director or officer of the Corporation, individually or jointly with others, may be a party to or may be interested in any such contract or transaction. 8 EX-4 4 taraminsb2ex41607.txt EXH 4.1 - INCENTIVE STK OPTION PLAN EXHIBIT 4.1 TARA MINERALS CORP. 2006 INCENTIVE STOCK OPTION PLAN 1. Purpose. The purpose of this Incentive Stock Option Plan (the "Plan") is to advance the interests of Tara Minerals Corp. and any subsidiary corporation (hereinafter referred to as the "Company") and all of its shareholders, by strengthening the Company's ability to attract and retain in its employ individuals of training, experience, and ability, and to furnish additional incentive to officers and valued employees upon whose judgment, initiative, and efforts the successful conduct and development of its business largely depends, by encouraging such officers and employees to become owners of capital stock of the Company. This will be effected through the granting of stock options as herein provided, which options are intended to qualify as "Incentive Stock Options" within the meaning of Section 422 of the Internal Revenue Code, as amended (the "Code"). 2. Definitions. (a) "Board" means the Board of Directors of the Company. (b) "Committee" means the directors duly appointed to administer the Plan, or in the absence of a Committee, the Company's Board of Directors. (c) "Common Stock" means the Company's Common Stock. (d) "Date of Grant" means the date on which an Option is granted under the Plan. (e) "Option" means an Option granted under the Plan. (f) "Optionee" means a person to whom an Option, which has not expired, has been granted under the Plan. (g) "Successor" means the legal representative of the estate of a deceased optionee or the person or persons who acquire the right to exercise an Option by bequest or inheritance or by reason of the death of any Optionee. 3. Administration of Plan. The Plan shall be administered by the Company's Board of Directors or in the alternative, by a committee of two or more directors appointed by the Board (the "Committee"). If a Committee should be appointed, the Committee shall report all action taken by it to the Board. The Committee shall have full and final authority in its discretion, subject to the provisions of the Plan, to determine the individuals to whom and the time or times at which Options shall be granted and the number of shares and purchase price of Common Stock covered by each Option; to construe and interpret the Plan; to determine the terms and provisions of the respective Option agreements, which need not be identical, including, but without limitation, terms covering the payment of the Option Price; and to make all other determinations and take 1 all other actions deemed necessary or advisable for the proper administration of the Plan. All such actions and determinations shall be conclusively binding for all purposes and upon all persons. 4. Common Stock Subject to Options. The aggregate number of shares of the Company's Common Stock which may be issued upon the exercise of Options granted under the Plan shall not exceed 1,000,000. The shares of Common Stock to be issued upon the exercise of Options may be authorized but unissued shares, shares issued and reacquired by the Company or shares bought on the market for the purposes of the Plan. In the event any Option shall, for any reason, terminate or expire or be surrendered without having been exercised in full, the shares subject to such Option but not purchased thereunder shall again be available for Options to be granted under the Plan. The aggregate fair market value (determined as of the time any option is granted) of the stock for which any employee may be granted options which are first exercisable in any single calendar year under this Plan (and any other plan of the Company meeting the requirements for Incentive Stock Option Plans) shall not exceed $100,000. 5. Participants. Options will be granted only to persons who are employees of the Company or subsidiaries of the Company and only in connection with any such person's employment. The term "employees" shall include officers as well as other employees, and the officers and other employees who are directors of the Company. The Committee will determine the employees to be granted options and the number of shares subject to each option. 6. Terms and Conditions of Options. Any Option granted under the Plan shall be evidenced by an agreement executed by the Company and the recipient and shall contain such terms and be in such form as the Committee may from time to time approve, subject to the following limitations and conditions: (a) Option Price. The purchase price of each option shall not be less than 100% of the fair market value of the Company's common stock at the time of the granting of the option provided, however, if the optionee, at the time the option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, the purchase price of the option shall not be less than 110% of the fair market value of the stock at the time of the granting of the option. (b) Period of Option. The maximum period for exercising an option shall be 10 years from the date upon which the option is granted, provided, however, if the optionee, at the time the option is granted, owns stock possessing more than l0% of the total combined voting power of all classes of stock of the Company, the maximum period for exercising an option shall be five years from the date upon which the option is granted and provided further, however, that these periods may be shortened in accordance with the provisions of Paragraph 7 below. Subject to the foregoing, the period during which each option may be exercised, and the expiration date of each Option shall be fixed by the Committee. 2 If an optionee shall cease to be employed by the Company due to disability, as defined in Section 22(e)(3) of the Code, he may, but only within the one year next succeeding such cessation of employment, exercise his option to the extent that he was entitled to exercise it on the date of such cessation. The Plan will not confer upon any optionee any right with respect to continuance of employment by the Company, nor will it interfere in any way with his right, or his employer's right, to terminate his employment at any time. (c) Vesting of Shareholder Rights. Neither an Optionee nor his successor shall have any rights as a shareholder of the Company until the certificates evidencing the shares purchased are properly delivered to such Optionee or his successor. (d) Exercise of Option. Each Option shall be exercisable from time to time during a period (or periods) determined by the Committee and ending upon the expiration or termination of the Option; provided, however, the Committee may, by the provisions of any Option Agreement, limit the number of shares purchaseable thereunder in any period or periods of time during which the Option is exercisable. An Option shall not be exercisable in whole or in part prior to the date of shareholder approval of the Plan. Options may be exercised in part from time to time during the option period. The exercise of any option will be contingent upon compliance by the Optionee (or purchaser acting pursuant to Section 6(b)) with the provisions of Section 10 below and upon receipt by the Company of either (i) cash or certified bank check payable to its order in the amount of the purchase price of such shares (ii) shares of Company stock having a fair market value equal to the purchase price of such shares, or (iii) a combination of (i) and (ii). If any law or regulation requires the Company to take any action with respect to the shares to be issued upon exercise of any option, then the date for delivery of such stock shall be extended for the period necessary to take such action. (e) Nontransferability of Option. No Option shall be transferable or assignable by an Optionee, otherwise than by will or the laws of descent and distribution and each Option shall be exercisable, during the Optionee's lifetime, only by him. No Option shall be pledged or hypothecated in any way and no Option shall be subject to execution, attachment, or similar process except with the express consent of the Committee. (f) Death of Optionee. In the event of the death of an optionee while in the employ of the Company, the option theretofore granted to him shall be exercisable only within the three months succeeding such death and then only (i) by the person or persons to whom the optionee's rights under the option shall pass by the optionee's will or by the laws of descent and distribution, and (ii) if and to the extent that he was entitled to exercise the option at the date of his death. 7. Assumed Options. In connection with any transaction to which Section 424(a) of the Code is applicable, options may be granted pursuant hereto in substitution of existing options or existing options may be assumed as prescribed by that Section and any regulations issued thereunder. Notwithstanding anything to the contrary contained in this Plan, options granted pursuant to this Paragraph shall be at prices and shall contain such terms, provisions, and conditions as may be determined by the Committee and shall 3 include such provisions and conditions as may be necessary to meet the requirements of Section 424(a) of the Code. 8. Certain Dispositions of Shares. Any options granted pursuant to this Plan shall be conditioned such that if, within the earlier of (i) the two-year period beginning on the date of grant of an option or (ii) the one-year period beginning on the date after which any share of stock is transferred to an individual pursuant to his exercise of an option, such an individual makes a disposition of such share of stock by way of sale, exchange, gift, transfer of legal title, or otherwise, such individual shall promptly report such disposition to the Company in writing and shall furnish to the Company such details concerning such disposition as the Company may reasonably request. 9. Reclassification, Consolidation, or Merger. If and to the extent that the number of issued shares of Common Stock of the Corporation shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to Option and the Option price per share shall be proportionately adjusted by the Committee, whose determination shall be conclusive. If the Corporation is reorganized or consolidated or merged with another corporation, an Optionee granted an Option hereunder shall be entitled to receive Options covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. The new Option or assumption of the old Option shall not give Optionee additional benefits which he did not have under the old Option, or deprive him of benefits which he had under the old Option. 10. Restrictions on Issuing Shares. The exercise of each Option shall be subject to the condition that if at any time the Company shall determine in its discretion that the satisfaction of withholding tax or other withholding liabilities, or that the listing, registration, or qualification of any shares otherwise deliverable upon such exercise upon any securities exchange or under any state or federal law, or that the consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares purchased thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Unless the shares of stock covered by the Plan have been registered with the Securities and Exchange Commission pursuant to Section 5 of the Securities Act of l933, each optionee shall, by accepting an option, represent and agree, for himself and his transferees by will or the laws of descent and distribution, that all shares of stock purchased upon the exercise of the option will be acquired for investment and not for resale or distribution. Upon such exercise of any portion of an option, the person entitled to exercise the same shall, upon request of the Company, furnish evidence satisfactory to the Company (including a written and signed representation) to the effect that the shares of stock are being acquired in good faith for investment and not for resale or distribution. Furthermore, the Company may, if it deems appropriate, affix a legend to certificates representing shares of stock purchased upon exercise of options indicating that such shares have not been registered with the Securities and Exchange Commission and may so notify its transfer agent. Such shares may be 4 disposed of by an optionee in the following manner only: (l) pursuant to an effective registration statement covering such resale or reoffer, (2) pursuant to an applicable exemption from registration as indicated in a written opinion of counsel acceptable to the Company, or (3) in a transaction that meets all the requirements of Rule l44 of the Securities and Exchange Commission. If shares of stock covered by the Plan have been registered with the Securities and Exchange Commission, no such restrictions on resale shall apply, except in the case of optionees who are directors, officers, or principal shareholders of the Company. Such persons may dispose of shares only by one of the three aforesaid methods. 11. Use of Proceeds. The proceeds received by the Company from the sale of Common Stock pursuant to the exercise of Options granted under the Plan shall be added to the Company's general funds and used for general corporate purposes. l2. Amendment, Suspension, and Termination of Plan. The Board of Directors may alter, suspend, or discontinue the Plan, but may not, without the approval of a majority of those holders of the Company's Common Stock voting in person or by proxy at any meeting of the Company's shareholders, make any alteration or amendment thereof which operates to (a) make any material change in the class of eligible employees as defined in Section 5, (b) extend the term of the Plan or the maximum option periods provided in paragraph 6, (c) decrease the minimum option price provided in paragraph 6, except as provided in paragraph 9, or (d) materially increase the benefits accruing to employees participating under this Plan. Unless the Plan shall theretofore have been terminated by the Board, the Plan shall terminate ten years after the effective date of the Plan. No Option may be granted during any suspension or after the termination of the Plan. No amendment, suspension, or termination of the Plan shall, without an Optionee's consent, alter or impair any of the rights or obligations under any Option theretofore granted to such Optionee under the Plan. 13. Limitations. Every right of action by any person receiving options pursuant to this Plan against any past, present or future member of the Board, or any officer or employee of the Company arising out of or in connection with this Plan shall, irrespective of the place where such action may be brought and irrespective of the place of residence of any such director, officer or employee cease and be barred by the expiration of one year from the date of the act or omission in respect of which such right of action arises. 14. Governing Law. The Plan shall be governed by the laws of the State of Nevada. l5. Expenses of Administration. All costs and expenses incurred in the operation and administration of this Plan shall be borne by the Company. 5 EX-4 5 taraminsb2ex42607.txt EXH 4.2 NON-QUAL STK OPTIO PLAN EXHIBIT 4.2 TARA MINERALS CORP. 2006 NON-QUALIFIED STOCK OPTION PLAN l. Purpose. This Non-Qualified Stock Option Plan (the "Plan") is intended to advance the interests of Tara Minerals Corp. (the "Company") and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its business, to acquire and retain a proprietary interest in the Company by ownership of its stock. Options granted under the Plan are intended to be Options which do not meet the requirements of Section 422 of the Internal Revenue Code of 1954, as amended (the "Code"). 2. Definitions. (a) "Board" means the Board of Directors of the Company. (b) "Committee" means the directors duly appointed to administer the Plan, or in the absence of a Committee, the Company's Board of Directors. (c) "Common Stock" means the Company's Common Stock. (d) "Date of Grant" means the date on which an Option is granted under the Plan. (e) "Option" means an Option granted under the Plan. (f) "Optionee" means a person to whom an Option, which has not expired, has been granted under the Plan. (g) "Successor" means the legal representative of the estate of a deceased optionee or the person or persons who acquire the right to exercise an Option by bequest or inheritance or by reason of the death of any Optionee. 3. Administration of Plan. The Plan shall be administered by the Company's Board of Directors or in the alternative, by a committee of two or more directors appointed by the Board (the "Committee"). If a Committee should be appointed, the Committee shall report all action taken by it to the Board. The Committee shall have full and final authority in its discretion, subject to the provisions of the Plan, to determine the individuals to whom and the time or times at which Options shall be granted and the number of shares and purchase price of Common Stock covered by each Option; to construe and interpret the Plan; to determine the terms and provisions of the respective Option agreements, which need not be identical, including, but without limitation, terms covering the payment of the Option Price; and to make all other determinations and take all other actions deemed necessary or advisable for the proper administration of the Plan. All such actions and determinations shall be conclusively binding for all purposes and upon all persons. 1 4. Common Stock Subject to Options. The aggregate number of shares of the Company's Common Stock which may be issued upon the exercise of Options granted under the Plan shall not exceed 2,000,000. The shares of Common Stock to be issued upon the exercise of Options may be authorized but unissued shares, shares issued and reacquired by the Company or shares bought on the market for the purposes of the Plan. In the event any Option shall, for any reason, terminate or expire or be surrendered without having been exercised in full, the shares subject to such Option but not purchased thereunder shall again be available for Options to be granted under the Plan. 5. Participants. Options may be granted under the Plan to employees, directors and officers, and consultants or advisors to the Company (or the Company's subsidiaries), provided however that bona fide services shall be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. 6. Terms and Conditions of Options. Any Option granted under the Plan shall be evidenced by an agreement executed by the Company and the recipient and shall contain such terms and be in such form as the Committee may from time to time approve, subject to the following limitations and conditions: (a) Option Price. The Option Price per share with respect to each Option shall be determined by the Committee. (b) Period of Option. The period during which each option may be exercised, and the expiration date of each Option shall be fixed by the Committee, but, notwithstanding any provision of the Plan to the contrary, such expiration date shall not be more than ten years from the date of Grant. (c) Vesting of Shareholder Rights. Neither an Optionee nor his successor shall have any rights as a shareholder of the Company until the certificates evidencing the shares purchased are properly delivered to such Optionee or his successor. (d) Exercise of Option. Each Option shall be exercisable from time to time during a period (or periods) determined by the Committee and ending upon the expiration or termination of the Option; provided, however, the Committee may, by the provisions of any Option Agreement, limit the number of shares purchaseable thereunder in any period or periods of time during which the Option is exercisable. (e) Nontransferability of Option. No Option shall be transferable or assignable by an Optionee, otherwise than by will or the laws of descent and distribution and each Option shall be exercisable, during the Optionee's lifetime, only by him. No Option shall be pledged or hypothecated in any way and no Option shall be subject to execution, attachment, or similar process except with the express consent of the Committee. (f) Death of Optionee. If an Optionee dies while holding an Option granted hereunder, his Option privileges shall be limited to the shares which were immediately purchasable by him at the date of death and such Option 2 privileges shall expire unless exercised by his successor within four months after the date of death. 7. Reclassification, Consolidation, or Merger. If and to the extent that the number of issued shares of Common Stock of the Corporation shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to Option and the Option price per share shall be proportionately adjusted by the Committee, whose determination shall be conclusive. If the Corporation is reorganized or consolidated or merged with another corporation, an Optionee granted an Option hereunder shall be entitled to receive Options covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. The new Option or assumption of the old Option shall not give Optionee additional benefits which he did not have under the old Option, or deprive him of benefits which he had under the old Option. 8. Restrictions on Issuing Shares. The exercise of each Option shall be subject to the condition that if at any time the Company shall determine in its discretion that the satisfaction of withholding tax or other withholding liabilities, or that the listing, registration, or qualification of any shares otherwise deliverable upon such exercise upon any securities exchange or under any state or federal law, or that the consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares purchased thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Unless the shares of stock covered by the Plan have been registered with the Securities and Exchange Commission pursuant to Section 5 of the Securities Act of l933, each optionee shall, by accepting an option, represent and agree, for himself and his transferrees by will or the laws of descent and distribution, that all shares of stock purchased upon the exercise of the option will be acquired for investment and not for resale or distribution. Upon such exercise of any portion of an option, the person entitled to exercise the same shall, upon request of the Company, furnish evidence satisfactory to the Company (including a written and signed representation) to the effect that the shares of stock are being acquired in good faith for investment and not for resale or distribution. Furthermore, the Company may, if it deems appropriate, affix a legend to certificates representing shares of stock purchased upon exercise of options indicating that such shares have not been registered with the Securities and Exchange Commission and may so notify the Company's transfer agent. Such shares may be disposed of by an optionee in the following manner only: (l) pursuant to an effective registration statement covering such resale or reoffer, (2) pursuant to an applicable exemption from registration as indicated in a written opinion of counsel acceptable to the Company, or (3) in a transaction that meets all the requirements of Rule l44 of the Securities and Exchange Commission. If shares of stock covered by the Plan have been registered with the Securities and Exchange Commission, no such restrictions on resale shall apply, except in the case of optionees who are directors, officers, or principal shareholders of the Company. Such persons may dispose of shares only by one of the three aforesaid methods. 3 9. Use of Proceeds. The proceeds received by the Company from the sale of Common Stock pursuant to the exercise of Options granted under the Plan shall be added to the Company's general funds and used for general corporate purposes. l0. Amendment, Suspension, and Termination of Plan. The Board of Directors may alter, suspend, or discontinue the Plan at any time. Unless the Plan shall theretofore have been terminated by the Board, the Plan shall terminate ten years after the effective date of the Plan. No Option may be granted during any suspension or after the termination of the Plan. No amendment, suspension, or termination of the Plan shall, without an Optionee's consent, alter or impair any of the rights or obligations under any Option theretofore granted to such Optionee under the Plan. 11. Limitations. Every right of action by any person receiving options pursuant to this Plan against any past, present or future member of the Board, or any officer or employee of the Company arising out of or in connection with this Plan shall, irrespective of the place where such action may be brought and irrespective of the place of residence of any such director, officer or employee cease and be barred by the expiration of one year from the date of the act or omission in respect of which such right of action arises. l2. Governing Law. The Plan shall be governed by the laws of the State of Nevada. 13. Expenses of Administration. All costs and expenses incurred in the operation and administration of this Plan shall be borne by the Company. 4 EX-4 6 taraminsb2ex43607.txt EXH 4.3 STOCK BONUS PLAN EXHIBIT 4.3 TARA MINERALS CORP. 2006 STOCK BONUS PLAN l. Purpose. The purpose of this Stock Bonus Plan is to advance the interests of Tara Minerals Corp. (the "Company") and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its business, to acquire and retain a proprietary interest in the Company by ownership of its stock, to keep personnel of experience and ability in the employ of the Company and to compensate them for their contributions to the growth and profits of the Company and thereby induce them to continue to make such contributions in the future. 2. Definitions. A. "Board" shall mean the board of directors of the Company. B. "Committee" means the directors duly appointed to administer the Plan. C. "Plan" shall mean this Stock Bonus Plan. D. "Bonus Share" shall mean the shares of common stock of the Company reserved pursuant to Section 4 hereof and any such shares issued to a Recipient pursuant to this Plan. E. "Recipient" shall mean any individual rendering services for the Company to whom shares are granted pursuant to this Plan. 3. Administration of Plan. The Plan shall be administered by a committee of two or more directors appointed by the Board (the "Committee"), or in the absence of a Committee, by the Company's Board of Directors. The Committee shall report all action taken by it to the Board. The Committee shall have full and final authority in its discretion, subject to the provisions of the Plan, to determine the individuals to whom and the time or times at which Bonus Shares shall be granted and the number of Bonus Shares; to construe and interpret the Plan; and to make all other determinations and take all other actions deemed necessary or advisable for the proper administration of the Plan. All such actions and determinations shall be conclusively binding for all purposes and upon all persons. 4. Bonus Share Reserve. There shall be established a Bonus Share Reserve to which shall be credited 750,000 shares of the Company's common stock. In the event that the shares of common stock of the Company should, as a result of a stock split or stock dividend or combination of shares or any other change, or exchange for other securities by reclassification, reorganization, merger, consolidation, recapitalization or otherwise, be increased or decreased or changed into or exchanged for, a different number or kind of shares of stock or other securities of the Company or of another corporation, the number of shares then remaining in the Bonus Share Reserve shall be appropriately adjusted to reflect such action. Upon the grant of shares hereunder, this reserve shall be reduced by the number of shares so granted. Distributions of Bonus Shares may, 1 as the Committee shall in its sole discretion determine, be made from authorized but unissued shares or from treasury shares. All authorized and unissued shares issued as Bonus Shares in accordance with the Plan shall be fully paid and non-assessable and free from preemptive rights. 5. Eligibility, and Granting and Vesting of Bonus Shares. Bonus Shares may be granted under the Plan to the Company's (or the Company's subsidiaries) employees, directors and officers, and consultants or advisors to the Company (or its subsidiaries), provided however that bona fide services shall be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. The Committee, in its sole discretion, is empowered to grant to an eligible Participant a number of Bonus Shares as it shall determine from time to time. Each grant of these Bonus Shares shall become vested according to a schedule to be established by the Committee directors at the time of the grant. For purposes of this plan, vesting shall mean the period during which the recipient must remain an employee or provide services for the Company. At such time as the employment of the Recipient ceases, any shares not fully vested shall be forfeited by the Recipient and shall be returned to the Bonus Share Reserve. The Committee, in its sole discretion, may also impose restrictions on the future transferability of the bonus shares, which restrictions shall be set forth on the notification to the Recipient of the grant. The aggregate number of Bonus Shares which may be granted pursuant to this Plan shall not exceed the amount available therefore in the Bonus Share Reserve. 6. Form of Grants. Each grant shall specify the number of Bonus Shares subject thereto, subject to the provisions of Section 5 hereof. At the time of making any grant, the Committee shall advise the Recipient by delivery of written notice, in the form of Exhibit A hereto annexed. 7. Recipients' Representations. A. The Committee may require that, in acquiring any Bonus Shares, the Recipient agree with, and represent to, the Company that the Recipient is acquiring such Bonus Shares for the purpose of investment and with no present intention to transfer, sell or otherwise dispose of shares except such distribution by a legal representative as shall be required by will or the laws of any jurisdiction in winding-up the estate of any Recipient. Such shares shall be transferable thereafter only if the proposed transfer shall be permissible pursuant to the Plan and if, in the opinion of counsel (who shall be satisfactory to the Committee), such transfer shall at such time be in compliance with applicable securities laws. B. To effectuate Paragraph A above, the Recipient shall deliver to the Committee, in duplicate, an agreement in writing, signed by the Recipient, in form and substance as set forth in Exhibit B hereto annexed, and the Committee shall forthwith acknowledge its receipt thereof. 2 8. Restrictions Upon Issuance. A. Bonus Shares shall, forthwith after the making of any representations required by Section 6 hereof, or if no representations are required then within thirty (30) days of the date of grant, be duly issued and a certificate or certificates for such shares shall be issued in the Recipient's name. The Recipient shall thereupon be a shareholder with respect to all the shares represented by such certificate or certificates, shall have all the rights of a shareholder with respect to all such shares, including the right to vote such shares and to receive all dividends and other distributions (subject to the provisions of Section 7(B) hereof) paid with respect to such shares. Certificates of stock representing Bonus Shares shall be imprinted with a legend to the effect that the shares represented thereby are subject to the provisions of this Agreement, and to the vesting and transfer limitations established by the Committee, and each transfer agent for the common stock shall be instructed to like effect with respect of such shares. B. In the event that, as the result of a stock split or stock dividend or combination of shares or any other change, or exchange for other securities, by reclassification, reorganization, merger, consolidation, recapitalization or otherwise, the Recipient shall, as owner of the Bonus Shares subject to restrictions hereunder, be entitled to new or additional or different shares of stock or securities, the certificate or certificates for, or other evidences of, such new or additional or different shares or securities, together with a stock power or other instrument of transfer appropriately endorsed, shall also be imprinted with a legend as provided in Section 7(A), and all provisions of the Plan relating to restrictions herein set forth shall thereupon be applicable to such new or additional or different shares or securities to the extent applicable to the shares with respect to which they were distributed. C. The grant of any Bonus Shares shall be subject to the condition that if at any time the Company shall determine in its discretion that the satisfaction of withholding tax or other withholding liabilities, or that the listing, registration, or qualification of any Bonus Shares upon such exercise upon any securities exchange or under any state or federal law, or that the consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of any Bonus Shares, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company. D. Unless the Bonus Shares covered by the Plan have been registered with the Securities and Exchange Commission pursuant to Section 5 of the Securities Act of l933, each Recipient shall, by accepting a Bonus Share, represent and agree, for himself and his transferees by will or the laws of descent and distribution, that all Bonus Shares were acquired for investment and not for resale or distribution. The person entitled to receive Bonus Shares shall, upon request of the Committee, furnish evidence satisfactory to the Committee (including a written and signed representation) to the effect that the shares of stock are being acquired in good faith for investment and not for resale or distribution. Furthermore, the Committee may, if it deems appropriate, affix a legend to certificates representing Bonus Shares indicating that such Bonus Shares have not been registered with the Securities and Exchange Commission and may so notify the Company's transfer agent. Such shares may be disposed of by a Recipient in the following manner only: (l) pursuant to an 3 effective registration statement covering such resale or reoffer, (2) pursuant to an applicable exemption from registration as indicated in a written opinion of counsel acceptable to the Company, or (3) in a transaction that meets all the requirements of Rule l44 of the Securities and Exchange Commission. If Bonus Shares covered by the Plan have been registered with the Securities and Exchange Commission, no such restrictions on resale shall apply, except in the case of Recipients who are directors, officers, or principal shareholders of the Company. Such persons may dispose of shares only by one of the three aforesaid methods. 9. Limitations. Neither the action of the Company in establishing the Plan, nor any action taken by it nor by the Committee under the Plan, nor any provision of the Plan, shall be construed as giving to any person the right to be retained in the employ of the Company. Every right of action by any person receiving shares of common stock pursuant to this Plan against any past, present or future member of the Board, or any officer or employee of the Company arising out of or in connection with this Plan shall, irrespective of the place where action may be brought and irrespective of the place of residence of any such director, officer or employee cease and be barred by the expiration of one year from the date of the act or omission in respect of which such right of action arises. 10. Amendment, Suspension or Termination of the Plan. The Board of Directors may alter, suspend, or discontinue the Plan at any time. Unless the Plan shall theretofore have been terminated by the Board, the Plan shall terminate ten years after the effective date of the Plan. No Bonus Share may be granted during any suspension or after the termination of the Plan. No amendment, suspension, or termination of the Plan shall, without a recipient's consent, alter or impair any of the rights or obligations under any Bonus Share theretofore granted to such recipient under the Plan. 11. Governing Law. The Plan shall be governed by the laws of the State of Nevada. 12. Expenses of Administration. All costs and expenses incurred in the operation and administration of this Plan shall be borne by the Company. 4 - EXHIBIT A - TARA MINERALS CORP. STOCK BONUS PLAN TO: Recipient: PLEASE BE ADVISED that Tara Minerals Corp. has on the date hereof granted to the Recipient the number of Bonus Shares as set forth under and pursuant to the Stock Bonus Plan. Before these shares are to be issued, the Recipient must deliver to the Committee that administers the Stock Bonus Plan an agreement in duplicate, in the form as Exhibit B hereto. The Bonus Shares are issued subject to the following vesting and transfer limitations. Vesting: Number of Shares Date of Vesting Transfer Limitations: TARA MINERALS CORP. __________________ By : Date ----------------------------- 5 - EXHIBIT B - TARA MINERALS CORP. 2162 Acorn Court Wheaton, IL 60187 I represent and agree that said Bonus Shares are being acquired by me for investment and that I have no present intention to transfer, sell or otherwise dispose of such shares, except as permitted pursuant to the Plan and in compliance with applicable securities laws, and agree further that said shares are being acquired by me in accordance with and subject to the terms, provisions and conditions of said Plan, to all of which I hereby expressly assent. These agreements shall bind and inure to the benefit of my heirs, legal representatives, successors and assigns. My address of record is: and my social security number: . Very truly yours, Receipt of the above is hereby acknowledged. TARA MINERALS CORP. By: - ------------------- ______________________________ Date its: ___________________ 6 EX-5 7 taraminsb2ex5607.txt EXH. 5 OPINION OF COUNSEL EXHIBIT 5 June 1, 2007 Tara Minerals Corp. 2162 Acorn Court Wheaton, IL 60187 This letter will constitute an opinion upon the legality of the sale by certain selling shareholders of Tara Minerals Corp., a Nevada corporation (the "Company"), of up to 6,539,200 shares of common stock, all as referred to in the Registration Statement on Form SB-2 filed by the Company with the Securities and Exchange Commission. We have examined the Articles of Incorporation, the Bylaws and the minutes of the Board of Directors of the Company and the applicable laws of the State of Nevada, and a copy of the Registration Statement. In our opinion, the Company was authorized to issue the shares of stock mentioned above and such shares, when sold, will represent fully paid and non-assessable shares of the Company's common stock. Very truly yours, HART & TRINEN /s/ William T. Hart EX-10 8 taraminsb2ex101607.txt EXH 10.1 - ACQUISITION AGREE - PILAR EXHIBIT 10.1 MODIFYING AGREEMENT SUBSCRIBED BY A) HECTOR MANUEL CERVANTES SOTO, BY HIS OWN RIGHT AND REPRESENTING Mr. JOSE FILEMON CERVANTES E IRAM CERVANTES SOTO (THE PURCHASER) AND B) CORPORACION AMERMIN, REPRESENTED IN THIS ACT BY RAMIRO TREVIZO LEDEZMA IN HIS CHARACTER AS SOLE ADMINISTRATOR (THE PURCHASER), JOINTLY NAMED (THE PARTIES) AS PER THE FOLLOWING PREVIOUS TERMS, DECLARATIONS AND CLAUSES: PREVIOUS TERMS I. On the 11th September 2006, Parties subscribed a Sales-Purchase Contract of Rights derived from the Mining Concession Titles and of Mining Claims Rights, by virtue of which the Vendor transferred in favor of the Purchaser the Title Holdings of different mining rights specified in the Declarations of said instrument, and agreeing to accept in exchange a total amount of $1'100,000.00 USD (Un million and one hundred thousand American Dollars) payable as per a scheduled payments' calendar agreed to such an effect (The Contract). An ordinary copy of said instrument is annexed to this document as Attachment I. II. The subscription of the Contract by the Parties was ratified on the 19th September 2006 before the testimony of Jaime Alberto Balderrrama Mendoza, Notary Public candidate and assigned to Public Notary number 28 of the Morelos Judicial District, State of Chihuahua of which Felipe Colomo Castro is holder; and was inscribed in the respective record of the Registry of Records Book out of Protocol under number 13,335, dated 19th September 2006. III. In recent days, the Parties agreed to withdraw of the Contract's object some of the mining premises therein included, and by this reducing the total price to be paid for the transfer of the corresponding rights, and; IV. As of the previous, the Parties decided to subscribe this present agreement with the purpose of modifying the content of the Contract as suitable to their interests and for any and all legal effects that might take place. DECLARATIONS I. The Vendor declares, per his own right and representing Mr. Jose Francisco Rubio, Jose Filemon Cervantes and Iram Cervantes Soto, under oath of stating the truth, that: 1. He is a Mexican citizen, of age, unimpaired in his physical and mental abilities and reason by which he is endowed with the necessary and sufficient capacity to subscribe this present agreement. 2. That he is endowed with the necessary capacity to represent Messrs. Jose Francisco Rubio, Jose Filemon Cervantes and Iram Cervantes Soto as evinced in the Contract, and same that has not been limited, restrained, suspended or revoked; 3. That he is duly inscribed in the Federal Taxpayers Registry and current to date in his income tax payments and other contributions that have corresponded to him; 4. That the gentlemen he represents are likewise duly inscribed in the Federal Taxpayers Registry and current to date in his income tax payments and other contributions that have corresponded to him; 5. That he subscribes this present agreement freely and willingly with the purpose of modifying the Contract's terms in agreement with the Purchaser as arranged in the following clauses. II. The Purchaser declares, through the offices of his legal representative and under oath of stating the truth, that: 1. It is a Mexican mercantile society, specifically a stock company with varying amount of capital, duly established and operating as has been accredited in the Contract; 2. That it has the necessary faculty, power and mandate to subscribe this present agreement as is evinced in the Contract, and same that have not been limited, restrained, suspended or revoke to date; 3. That it is duly inscribed in the Federal Taxpayers Registry and current to date in its income tax payments and other contributions that have corresponded to it, and; 4. It is the free will of its Administrative body t subscribe this present agreement with the purpose of modifying the terms of the Contract in common agreement with the Vendor as arranged in the following clauses. III. Both Parties declare, per their own right or through the offices of their respective legal representatives, under oath of stating the truth, that they assist to the subscription of this present agreement in good faith, free of guile and without ill faith. Error, harm or violence with the purpose of obliging themselves to the following: CLAUSES FIRST. MODIFICATION. Parties expressly agree that, effective as of date of this instrument, the following clauses indicated in the Contract be modified: FIRST.- The Vendor, per his own right and representing the persons who have been mentioned in the Declarations' Chapter, and through payment specified in the present contract, sells, cedes and consequently transfers in favor of the Purchaser, and this latter acquires the Title Holding of the mining rights and the rights on the requests being currently carried out of different mining lots located mainly in the Municipality of Choix, State of Sinaloa and whose characteristics and current status are indicated below: -------------------------------------------------------------------------- File number: 95/12544 -------------------------------------------------------------------------- Name of Lot: "Montana de Cobre" -------------------------------------------------------------------------- Location: Municipality of Choix, Sinaloa. -------------------------------------------------------------------------- Surface: 200 Hectares -------------------------------------------------------------------------- -------------------------------------------------------------------------- File number: 95/12626 -------------------------------------------------------------------------- Name of Lot: "El Oro" -------------------------------------------------------------------------- Location: Municipality of Choix, Sinaloa. -------------------------------------------------------------------------- Surface: 400 Hectares. -------------------------------------------------------------------------- -------------------------------------------------------------------------- Title: 218,590 -------------------------------------------------------------------------- Name of Lot: "La Vibora" -------------------------------------------------------------------------- Location: Municipality of Choix, Sinaloa. -------------------------------------------------------------------------- Surface: 160 Hectares. -------------------------------------------------------------------------- -------------------------------------------------------------------------- Title: 222,496 -------------------------------------------------------------------------- Name of Lot: "La Amapita" -------------------------------------------------------------------------- Location: Municipality of Choix, Sinaloa. -------------------------------------------------------------------------- Surface: 50 Hectares. -------------------------------------------------------------------------- -------------------------------------------------------------------------- File number: 95/12545 -------------------------------------------------------------------------- Name of Lot: "Elizabeth" -------------------------------------------------------------------------- Location: Municipality of Choix, Sinaloa. -------------------------------------------------------------------------- Surface: 100 Hectares. -------------------------------------------------------------------------- -------------------------------------------------------------------------- File number: 95/12597 -------------------------------------------------------------------------- Name of Lot: "El Sabino" -------------------------------------------------------------------------- Location: Municipality of Choix, Sinaloa. -------------------------------------------------------------------------- Surface: 100 Hectares. -------------------------------------------------------------------------- -------------------------------------------------------------------------- File number: 95/12616 -------------------------------------------------------------------------- Name of Lot: "La Cobriza" -------------------------------------------------------------------------- Location: Municipality of Choix, Sinaloa. -------------------------------------------------------------------------- Surface: 200 Hectares. -------------------------------------------------------------------------- -------------------------------------------------------------------------- Title: 220,115 -------------------------------------------------------------------------- Name of Lot: "Pilar de Mocoribo" -------------------------------------------------------------------------- Location: Municipality of Choix, Sinaloa. -------------------------------------------------------------------------- Surface: 50 Hectares. -------------------------------------------------------------------------- SECOND. - The transfer price of Title Holdings and of the Mining Concession Rights and mining concession requests will be the amount of $800,000.00 Dollars (Eight hundred thousand Dollars 00/000 in American Currency). THIRD. - The Purchaser commits itself to pay the price he has agreed upon with its counterpart through a down payment of $60,000.00 Dollars (Sixty thousand Dollars 00/000 in American Currency) at the signature of this present contract and the balance, amounting to $740,000.00 Dollars (Seven hundred and forty thousand Dollars 00/000) as per the installments specified following: 1. On the 9th November 2006, the amount of $75,000.00 Dollars (Seventy five thousand Dollars 00/000 in American Currency). 2. On the 9th May 2007, the amount of $110,000.00 Dollars (One hundred and ten thousand Dollars 00/000 in American Currency). 3. On the 9th November 2007, the amount of $125,000.00 Dollars (One hundred and twenty five thousand 00/000 Dollars in American Currency). 4. On the 9th May 2008, the amount of $155,000.00 Dollars (One hundred and fifty five thousand Dollars in American Currency). 5. On the 9th November 2008, the amount of $275,000.00 Dollars (Two thousand and seventy five Dollars 00/000 in American Currency). SECOND. SUBSISTENCE OF CONTRACT. Parties expressly accept that the modifications agreed upon in the foregoing clause will not in any way affect the validity, terms, conditions and execution of the remaining clauses of the Contract. THIRD. CONFIDENTIALITY. Parties expressly commit themselves to keep past, present and future information related to this instrument in total confidence, and will tab same conditions onto any private person or corporation should it be disclosed to them. The Party recipient of confidential information will limit access to same to its representatives or employees who, through a justified or reasonable cause, request access to such information. In such cases, the Parties shall hold those to whom information is disclosed, as participants and obliged to respect the conditions of confidentiality. For purposes of this present clause, the following will not be considered as confidential information: 1. Information that might have been legitimately known or obtained by the recipient Party prior to the subscription of this agreement; 2. Information that as of these dates or in the future be considered as public domain if and ever and when such consideration is not a derivative of any non compliance by the Parties of the stipulations set in this clause, or; 3. Information that must be disclosed according to law or per an administrative mandate by competent or judicial authorities in obedience to the principle of transparency in the media of stock exchanges both in the United States of Mexico as in foreign States. Parties agree that the duration of the contracted obligations by virtue of this present clause will subsist indefinitely, even after the duration of this present instrument comes to a close. In the event of a non compliance, the Parties expressly reserve unto themselves actions that as per law they have a right to, both administratively and judicially in order to claim indemnity for damages and losses caused as well as for the application of sanction that might be forthcoming. FOURTH. ADDRESSES AND TELEPHONE NUMBERS: Parties agree that, in everything referring to the execution of this present instrument as well as for rendering notices, summons and any other type of communications related to same, they state their addresses and phone numbers to be the following: ---------------------------------------------- The Vendor The Purchaser ---------------------------------------------- Address known Ramon Dominguez 202 Poblacion de Temoris Col. Deportistas C.P. 31107 Guazapares, Chihuahua Chihuahua, Chihuahua Phone: 01-614-200-8481 ---------------------------------------------- In case of a change of address, Parties agree in making known to the other of such event at least five (5) natural days in advance of said change of address. Non compliance to the obligation described will imply that notices, summons or communications delivered at the original address of the Party moving, will bear all the legal effects in favor of the Party that was not notified in due opportunity as of the date of delivery and as long as the non compliance subsists. FIFTH. PERSONS TO BE IN TOUCH WITH. Parties agree in that the totality of notices, summons or communications necessary that must be given between them, derived from the terms and conditions of this present instrument, must be addresses indistinctly to the following persons: -------------------------------------------------- The Vendor The Purchaser -------------------------------------------------- Hector Manuel Cervantes Ramiro Trevizo Soto Ledezma -------------------------------------------------- In case it should be their will to change the contact persons, Parties agree in notifying each other of such circumstance at least in advance of five (5) natural days to the date of the change of the contact person. Non compliance to the obligation herein described will imply that notices, summons or communications sent and delivered in the name of the original contact persons of the Party making the change, will bear all the legal effects in favor of the Party that was not notified in due opportunity as of the date of delivery and as long as the non compliance subsists. SIXTH. TOTALITY OF THE CONTRACT. Parties accept that this present agreement, including the Contract as its attachment and an integral part of same, contain the totality of the agreements between them in regards to its object, and leaving without effect as well as canceling the total of agreements, reports, negotiations, correspondence, compromises and communications carried out previously between them, having these been either in writing or verbal. SEVENTH. APPLICABLE LAW. This present instrument will abide and will be interpreted according to the current and applicable legal dispositions of the United States of Mexico which include the Mining Law, the Code of Commerce and the Federal Civil Code. EIGHTH. JURISDICTION. Parties expressly accept to submit any controversy that might rise regarding the interpretation and execution of this present agreement to the jurisdiction of the competent Courts of Law of the Morelos Judicial District, at the city of Chihuahua, State of Chihuahua and so renouncing as of this moment to any other jurisdiction that might correspond to them by reason of their present or future domiciles, or by any other circumstance. The Parties being in the knowledge of the content and legal reach of this present instrument sign it and approve it in each of its four pages on the 16th February 2007, having met for such purpose at the city of Chihuahua, State of Chihuhua. - ------------------------------------------------------------------------ The Vendor The Purchaser - ------------------------------------------------------------------------ Hector Manuel Cervantes Soto Ramiro Trevizo Ledezma - ------------------------------------------------------------------------ Per his own right and representing Representing Messrs. Jose Francisco Rubio, Jose Corporacion Amermin, S.A. de Filemon Cervantes Soto and Iram C.V. Cervantes Soto. - ------------------------------------------------------------------------ Attachment I Ordinary copy of the Contract. EX-10 9 taraminsb2ex102607.txt EXH 10.2 - ACQUISITION AGREE - DON RAMON EXHIBIT 10.2 MODIFYING AGREEMENT SUBSCRIBED BY A) MR. GASPAR ALARCON LARA PER HIS OWN RIGHT AND REPRESENTING MR. MIGUEL ANGEL ALARCON REQUEJO (THE VENDOR) AND B) CORPORACION AMERMIN, S.A. DE C.V., REPRESENTED IN THIS ACT BY MR. RAMIRO TREVIZO LEDEZMA (THE PURCHASER), JOINTLY NAMED AS THE PARTIES AS PER THE FOLLOWING CLAUSES, DECLARATIONS AND PREVIOUS CONTENTS: PREVIOUS CONTENTS I. On October 7th 2006 Parties subscribed a Sales-Purchase Contract of Rights derived from Mining Concession Titles (The Contract), by virtue of which The Vendor transmitted the ownership of the Mining Rights derived from the Titles numbered 204,518, 222,489 and 208,524 and corresponding to the lots named "Don Roman", "Santa Lucia" and "Maria Lourdes" respectively, receiving in exchange by The Purchaser the price of $869,565.21 US Dollars (Eight hundred and sixty nine thousand, five hundred and sixty five Dollars 21/000 in American Cy.), plus the corresponding Added Value Tax (IVA), that is to say: $1'000,000.00 US Dollars (One million Dollars 00/000 in American Cy.), same that would be surrendered in partial payments as per a scheduled amortization's calendar described in the Third Clause of The Contract. An ordinary copy of such a document is attached to this present instrument as Attachment I; II. Of before stated price, The Purchaser surrender on October 7th 2006 and in favor of The Vendor, the amount of $54,347.82 USD (Fifty four thousand and three hundred and forty seven Dollars 82/ 000 in American Cy.) plus the corresponding Added Value Tax (IVA), that to say, a total amount of $62,500.00 USD (Sixty two thousand and five hundred Dollars 00/000 in American Cy.), amount that The Vendor received entirely to his satisfaction as down payment. III. In days past, Parties agreed to Purchaser's offer of paying in advance the total amount of the price agreed upon in The Contract and that said price be reduced to the amount of $521,739.13 USD (Five hundred and twenty one thousand and seven hundred and thirty nine Dollars 13/000 in American Cy.), plus the corresponding Added Value Tax (IVA) and consequently enforcing a discount on account of prompt payment of $347,826.08 USD (Three hundred and forty seven thousand and eight hundred and twenty six 08/000 in American Cy.), and: IV. Derived from the previous, Parties decided to subscribe this present agreement with the purpose in mind of modifying the content of The Contract per their own interests and for whatever other legal effects that may occur. DECLARATIONS I. The Vendor declares per his own right and representing Mr. Miguel Angel Alarcon, under oath of stating the truth, that: 1. To be of Mexican nationality, of age, unimpaired in his mental and physical faculties and endowed with the necessary and satisfactory capacity to subscribe this present contract; 1 2. That he has the necessary capacity to represent Mr. Miguel Angel Alarcon as witnessed in the General Power for Litigation and Collection, Administration Acts and of Dominion as granted of the 2nd August 1990 before the testimony of Maximiano A. Gomez Montoya, Public Notary number 47 of the city of Los Mochis, Municipality of Ahome, State of Sinaloa, and same Power that to date has not been limited, restrained, suspended or revoked; 3. That he is duly inscribed in the Federal Taxpayers Registry and is current to date in his income tax payments and other contributions that have corresponded to him; 4. That the person he represents, Mr. Miguel Angel Alarcon Requejo, is likewise duly inscribed in the Federal Taxpayers Registry and is to date current in his income tax payments and other contributions that have corresponded to him, and; 5. That he freely and willingly subscribes this present agreement with the purpose of modifying the terms of The Contract in order to receive on this same date the respective total payment from The Purchaser. II. The Purchaser declares, through his legal representative and under oath of stating the truth, that: 1. It is a Mexican mercantile society, specifically and Anonymous Society of Variable Amounts of Capital, duly established and operating as per Public Writ number 9,311, granted on the 9th August 1995 before the testimony of Jose R. Miller Hermosillo, Notary Public number 2 of the Morelos Judicial District of the State of Chihuahua, instrument duly inscribed in the Public Registry of Property and Commerce of said Judicial District under electronic mercantile folio number 21164*10; 2. That it enjoys faculties and is empowered with the necessary and satisfactory mandates in order to subscribe this present contract as confirmed in the document previously mentioned in numeral 1, and same that has not been limited, restrained, suspended or otherwise revoked to date; 3. That it is solvent and economically capable to subscribe and comply to this present agreement; 4. That it is duly inscribed in the Federal Taxpayers Registry and current to date in its income tax payments and other contributions that have corresponded to it, and; 5. That it is the free will of its organization's body to subscribe this present agreement with the purpose of modifying the terms of The Contract in order to surrender to The Vendor the total of the remaining price still pending. III. Both Parties declare that, per their own rights or through their respective legal representatives, under oath of stating the truth, they assist to the subscription of this present agreement in good faith, without guile, ill intent, flaws, harm and free of any other vitiation in their consent, and being their purpose to commit themselves to the following: 2 CLAUSES FIRST. MODIFICATION. Parties expressly agree that, it being in effect as of the date of this present document, the Clauses in The Contract indicated following be modified in order to be edited as follows: "SECOND". - The price for the arraignment of the Title Holding of Rights granted by the Mining Concessions, matter of this present instrument, will be the amount of $521,739.13 USD (Five hundred and twenty one thousand, seven hundred and thirty nine 13/000 in American Cy.) plus the corresponding Added Value Tax (IVA), that is to say, the total amount of $600,000.00 USD (Six hundred thousand in American Cy.) "THIRD". - The Purchaser commits himself to pay the price agreed with his counterpart in two exhibitions: 1. First, by means of a down payment settled at $54,347.82 USD (Fifty four thousand three hundred and forty seven 82/000 in American Cy.), plus the corresponding Added Value Tax (IVA), that is to say, a total amount of $62,500.00 USD (Sixty two thousand and five hundred 00/000 in American Cy.), payable upon this date, and; 2. The second payment for the balance, that is to say, the amount of $467,391.30 USD (Four hundred sixty seven thousand, three hundred and ninety one 30/000 in American Cy.), plus the corresponding Added Value Tax (IVA), that to say, the total amount of $537,500.00 USD (Five hundred and thirty seven thousand, and five hundred 00/000 in American Cy.), at the latest on the 15th January 2007. SECOND. SUBSISTENCE OF THE CONTRACT. Parties expressly agree that the modifications agreed upon in the above mentioned Clause will not harm in any manner whatsoever the validity, terms, conditions and execution of the balance of the clauses in The Contract. THIRD. CONFIDENTIALITY. The Parties commit themselves expressly to keep in confidence the totality of past, present and future information related to this instrument, and same conditions will be applicable should it be disclosed to any person either as an individual or a corporation. The Party recipient of confidential information must limit the access to same to its representatives or employees who, either by a reasonable or justified cause, should request access to such information. In such cases, the Parties must oblige such personnel to confidentiality in solidarity to the obligations of confidentiality agreed upon should confidential information be revealed to them. For the purposes of this present clause, the following will not be considered confidential information: 1. Information legitimately known and obtained by the receiving Party prior to the subscription of this agreement; 2. Information considered to date or in the future as public domain, if an ever such consideration does not stem from a non compliance by any of the Parties to the stipulations in this clause, or; 3) Information that must be disclosed per instructions of Law through an administrative or judicial mandate by competent authorities, including the one The Purchaser should reveal to the public in general abiding to the principles of transparency prevalent in Stock exchange operations, either in the United States of Mexico as in any other State. 3 Parties agree that the current status of the obligations contracted by virtue of this present clause will subsist indefinitely even after the end of this instrument's duration. In the event of non compliance, the Parties expressly reserve to themselves actions that by right of law correspond to them, both judicially and administratively in order to claim indemnity due to harm and injury, as well as the application of sanctions that may be due. FOURTH. ADDRESSES AND TELEPHONES. Parties agree that, for anything related to the execution and compliance to the terms and conditions of this present instrument, as well as for notices, summons and other type of communications related to same, they state their addresses and telephones where they can be reached: The Vendor The Purchaser Calle Ninos Heroes 225 Nte Calle Ankara 1800 Col. Centro Col. Mirador CP 81200, Los Mochis CP 31270 Chihuahua Estado de Sinaloa Estado de Chihuahua FIFTH. PERSONS TO CONTACT. Parties agree that all announcements, notifications or communiques required to be given between them derived from the terms and conditions of this present instrument, must be addressed indistinctly to the following persons: The Vendor The Purchaser Gaspar Alarcon Lara Ramiro Trevizo Ledezma SIXTH. TOTAL OF CONTRACT. Parties accept that this present agreement, including The Contract as well as its Attachment and an integral part of same, contains the whole of the agreements between them related to their object, and leave without effect any information, negotiations, correspondence, commitments and communication developed previously between them, either in writing or verbal. SEVENTH. INDEPENDENCE OF CLAUSES. In the event that one of the clauses of this present instrument is declared invalid by competent authorities, the remaining clauses of the content in same will still hold valid and will not be affected by the corresponding resolution in any way whatsoever. EIGHTH. APPLICABLE LAW. This present instrument will abide and will be interpreted by the prescriptions of the Mining Law, the Code of Commerce and the Federal Civil Code among other legal and current applicable dispositions. NINETH. JURISDICTION. Parties expressly agree that any controversy arising in regards to the interpretation and execution of this present agreement will be submitted to the jurisdiction of the Common Courts of Law of the Morelos Judicial District, at the city of Chihuahua, State of Chihuahua, thus renouncing as of this moment to any other jurisdiction that might correspond to them by reason of their current or future addresses or by any other circumstance. 4 However, Parties will demonstrate their best of good will in order to solve, in common, any foreseeable discrepancy that might arise in the future on specific technical problems in character and in administration. THIS PRESENT AGREEMENT HAVING BEEN READ BY BOTH PARTIES AND IN THE KNOWLEDGE OF ITS CONTENT AND LEGAL REACH, SIGN IT IN CONFORMITY IN DUPLICATE IN THE CITY OF CHIHUAHUA, STATE OF CHIHUAHUA, ON THE EIGHTH JANUARY TWO THOUSAND AND SEVEN. The Vendor The Purchaser Gaspar Alarcon Lara Corporacion Amermin, S.A. de C.V. Per his right and representing Represented in this act by LEDEZMA MIGUEL ANGEL RAMIRO TREVIZO ALARCON REQUEJO 5 Attachment I Ordinary copy of the Sales-Purchase Contract of Rights derived from the Mining Concession Titles, celebrated on the 7th October 2006 between Gaspar Alarcon Lara and Miguel Angel Alarcon Requejo, as Vendors, as Corporacion Amermin, S.A. de C.V., as Purchaser. 6 EX-10 10 taraminsb2ex103607.txt EXH 10.3 - ACQUISITION AGREE - LAS NUVIAS EXHIBIT 10.3 ASSIGNMENT OF RIGHTS CONTRACT SUBSCRIBED BY A) JOSE FRANCISCO RUBIO, REPRESENTED IN THIS ACT BY HECTOR CERVANTES SOTO (ASSIGNER) AND BY B) CORPORACION AMERMIN, S.A. DE C.V., REPRESENTED IN THIS ACT BY RAMIRO TREVIZO LEDEZMA (ASSIGNEE), JOINTLY NAMED AS THE PARTIES, AS PER THE FOLLOWING PREVIOUS RECORDS, DECLARATIONS AND CLAUSES. PREVIOUS RECORDS I. On the 18th October 2005 Parties subscribed a Contract of Assignment of Rights derived from the Mining Concession Titles (The Contract), by virtue of which the Assigner promised to surrender in favor of the Assignee the rights derived from the Titles numbered: 218,519 and 217,789, that correspond to the lots named "Nuvia 2" and "La Nuvia", respectively, and receiving in exchange the price of $200,000.00 USD (Two hundred thousand in American Cy.), plus the corresponding Added Value Tax (IVA), that is to say, the amount of $230,000.00 USD (Two hundred and thirty thousand in American Cy.), same that would be covered in partial payments as per the amortization calendar described in the Third Clause of The Contract. Ordinary copy of such document is annexed to this present writing as Attachment I; II. Of the stated price, The Assignee surrender on the 18th October 2006 in favor of The Assigner the amount of $12,500.00 USD (Twelve thousand five hundred in American Cy.), amount that The Vendor received entirely to his satisfaction as down payment; III. During recently past days, The Parties agreed that, accepting the Assignee's offer of covering in advance the total amount of the agreed price in The Contract, same was reduced to the amount of $100,000.00 USD (One hundred thousand in American Cy.), plus the corresponding Added Value Tax (IVA), that is to say, $115,000.00 USD (One hundred thousand and fifteen USD in American Cy.), thus applying a discount for prompt payment of $100,000.00 USD (One hundred thousand in American Cy.), and; IV. As of the previous, Parties decided to subscribe this present contract with the purpose of partially modifying the content of The Contract as it would benefit their interests and to document the respective Assignment for all legal purposes that might arise. DECLARATIONS I. The Assigner declares, through the offices of his legal representative and under oath of stating the truth, that: 1. He is a Mexican national, of age, unimpaired in his physical and mental faculties and has the necessary and satisfactory capacity to subscribe this present contract; 2. That he has the necessary capacity to subscribe this present contract as witnessed in the General Power for Litigation and Collection, Acts of Administration and of Dominion, granted on the 12th October 2006 before Arturo Duarte Garcia, Public Notary number 165 of the city of Los Mochis, Municipality of Ahome, State of Sinaloa, and same that has not been limited, restrained, suspended or revoked. 1 3. The rights, object of this present instrument, are free of any lien or limitation in their dominion; 4. Is duly inscribed in the Federal Taxpayers Registry and is current to date in his income tax payments and other contributions that have corresponded to him; 5. That it is his free will to subscribe this present contract with the purpose of surrendering in favor of the Assignee the rights derived from the Mining Concession Titles, object of this same instrument. II. The Assignee declares, through the offices of his legal representative and under oath of stating the truth, that: 1. It is a Mexican mercantile society, specifically a stock company of varying amount of capital, duly established and operating, as witnessed by Public Writ number 9,311, granted on the 9th August 1995 before the testimony of Jose R. Miller Hermosillo, Notary Public number 2 for the Morelos Judicial District of the State of Chihuahua, and duly inscribed in the Public Registry of Property and Commerce of said Judicial District under Electronic Mercantile Folio number 21164*10; 2. That it is in the faculty and empowered with the necessary and satisfactory mandates in order to subscribe this present contract, as witnessed in the before indicated numeral, same that have not been limited, restrained, suspended or revoked to date; 3. That it is economically solvent and has the necessary capital in order to subscribe and comply to this present contract; 4. That it is duly inscribed in the Federal Taxpayers Registry and is to date current in its income tax payments and other contributions that have corresponded to it; 5. That it is the will of its Administration's organic body to subscribe this present contract with the purpose of receiving from The Assigner the rights derived from the Concession Titles, object of this instrument. III. Both Parties declare through the offices of their respective legal representatives, under oath of stating the truth that they assist to the subscription of this present agreement in good faith, free of guile, ill faith, error, harm or any other vitiation that might affect their consent, with the purpose of committing themselves to the following: CLAUSES FIRST. ASSIGNMENT OF RIGHTS. The Assigner surrenders in favor of The Assignee the rights derived from the Concession Titles listed following, inclusive of everything that by right and fact corresponds to them, and receiving in exchange the price agreed to in the next clause: 2 - -------------------------------------------------------------------------- Name of Lot Nuvia 2 - -------------------------------------------------------------------------- Title number 218,519 - -------------------------------------------------------------------------- Location Municipality of Choix, State of Sinaloa - -------------------------------------------------------------------------- Surface 28.948 Hectares - -------------------------------------------------------------------------- Name of Lot La Nuvia - -------------------------------------------------------------------------- Title number 217,789 - -------------------------------------------------------------------------- Location Municipality of Choix, State of Sinaloa - -------------------------------------------------------------------------- Surface 11.758 Hectares - -------------------------------------------------------------------------- SECOND. PRICE. For the Assignment of rights described in the previous Clause, the Assignee commits itself to pay in favor of the Assigner the amount of $100,000.00 USD (One hundred thousand in American Cy.), plus the corresponding Added Value Tax (IVA), that is to say, the amount of $115,000.00 USD (One hundred thousand and fifteen in American Cy.), considering that this latter accepted to cut down 50% (fifty per cent) from the originally agreed price in The Contract and accepting the advanced payment on the part of The Assignee. THIRD. MANNER, TIME AND PLACE OF PAYMENT. Considering that Assignee surrendered on the 18th October 2006 in favor of Assigner the amount of $12,500.00 USD (Twelve thousand and five hundred in American Cy.), the former commits itself to pay on this same date and in favor of the latter the remaining amount, $102,500.00 USD (One hundred and two thousand and five hundred USD), amount that includes the Added Value Tax that corresponds to the total amount of the operation. However, the Assigner grants in favor of the Assignee a time of grace of 30 (thirty) natural days for the fulfillment of payment of the described exhibition in the immediately above paragraph. Such payment will be done by means of a nominal check written out in favor of the Assigner, as one means, or by means of electronic transfer of funds specified for just such an effect and, if another, depending on the request The Assigner puts forth. FOURTH. COLLABORATION. The Assignee obliges himself to cooperate with the Assigner in the event that an authority requests any information or clarification or his presence be demanded and should assist timely to the site the Assigner states. FIFTH. REGISTRY BEFORE THE GENERAL DIRECTORY OF MINES. In accordance to the Mining Law and its Regulation, this present contract must be registered before the General Directory of Mines in order that it fulfills all legal requirements before third parties, and expenses that in due opportunity must be disbursed for such a reason will be paid by the Assignee. Consequently, the Assigner expressly authorizes as of this moment the Assignee to carry out any paper work related to this present instrument. SIXTH. REPARATION THROUGH EVICTION. The Assigner obliges himself to answer to reparations in the event of eviction before the Assignee under the established terms by the Federal Civil Code regarding the surrender of rights, object of this present contract. 3 SEVENTH. EXPENSES AND TAXES. The Assignee will be held responsible for the totality of expenses and taxes generated by reason of this present contract, including its ratification by Notary Public and inscription before the General Directory of Mines, but excepting payment on income that might correspond to the Assigner according to the applicable and current fiscal legislation. EIGHTH. CONFIDENTIALITY. Parties commit themselves expressly to maintain the totality of past, present and future information in complete confidence in relation to this instrument and extending same obligation to any person, private or corporation, it be disclosed to. The Party recipient of confidential information must limit the access to it to its representatives or employees that, because of a justified and reasonable cause, should request access to said information. In such cases, Parties must oblige people to whom confidential information is disclosed to, as compulsory sharers of the confidentiality obligations agreed upon. For purposes of this present clause, the following will not be considered confidential information: 1. Information that might have been legitimately known and obtained by the recipient Party before the subscription of this agreement; 2. Information that to date or in the future be considered as public domain if and ever such consideration doesn't derive from the non compliance by any of the Parties to the stipulations set forth in this clause or; 3) Information that must be revealed according to right of law by an administrative or judicial mandate of competent authorities, including that that The Purchaser must reveal to the public in general in obedience to the principles of transparency prevalent in stock exchange operations, both in the United States of Mexico as in any other State. Parties agree that the duration of the contracted obligations by virtue of this present clause will subsist indefinitely, inclusive after the duration of this instrument comes to an end. In the event of non compliance, Parties reserve to themselves actions that, according to law, correspond to them, both administrative and judicial in order to claim indemnity for damages and harms caused, as well as the application of sanctions that may be due. NINETH. ADDRESSES AND TELEPHONES. Parties agree that everything in reference to the execution and compliance to the terms and conditions of this present instrument, as well as to give notices, summons and other types of communication in relation to same, they state their addresses and phone numbers to be the following: The Assigner The Assignee Address known Calle Ankara 1800 Temoris Col. Mirador State of Chihuahua CP 31270 City of Chihuahua State of Chihuahua TENTH. PERSONS TO BE IN TOUCH WITH. Parties agree that the totality of notices or communications necessary to disclose to each other derived from the terms and conditions of this present instrument, must be addresses indistinctly to the following persons: 4 The Assigner The Assignee Hector Cervantes Soto Ramiro Trevizo Ledezma ELEVENTH. TOTALITY OF THE CONTRACT. Parties accept that this present contract contains the totality of the agreements between them regarding its object, thus leaving without effect and canceling any other agreement, report, negotiation, correspondence, compromise and communication developed previously between them, be these in writing or verbal. TWELFTH. INDEPENDENCE OF CLAUSES. In the event that some of the clauses of this present instrument be declared invalid by a competent authority, the remaining clauses contained in same will continue to be valid and will not be affected by the respective resolution in any way whatsoever. THIRTEENTH. APPLICABLE LAW. This present instrument will abide and will be interpreted in accordance to the prescriptions of the Mining Law, the Code of Commerce and the Federal Civil Code among other legal and current applicable dispositions. FOURTEENTH. JURISDISCTION. Parties expressly agree that any controversy originating regarding the interpretation and execution of this present agreement will be submitted to the common Courts of Law of the Morelos Judicial District at the city of Chihuahua, State of Chihuahua and both renounce as of this moment to any other forum that might correspond to them by reason of their addresses, present or future, or by whatever other circumstance. However, the Parties will endeavor willingly to solve, in common accord, future and foreseeable discrepancies on specific problems of technical and administrative character. THIS AGREEMENT HAVING BEEN READ BY BOTH PARTIES CONCERNES AND IN THE KNOWLEDGE OF ITS CONTENT AND LEGAL REACH, SIGN IT IN CONFORMITY AND IN DUPLICATE AT THE CITY OF CHIHUAHUA, STATE OF CHIHUAHUA, ON THE 8TH JANUARY 2007. THE ASSIGNER THE ASSIGNEE HECTOR CERVANTES SOTO CORPORACION AMERMIN, S.A. DE C.V. Representing: Represented in this act by: Jose Francisco Rubio Ramiro Trevizo Ledesma 5 EX-10 11 taraminsb2ex104607.txt EXH 10.4 - CONSULT AGREE - QUALICO EXHIBIT 10.4 Qualico Capital #901 - 2055 Yukon Street, Vancouver, British Columbia, V5Y 4B7 New York * Tampa * Toronto * Vancouver STATEMENT OF GENERAL TERMS & CONDITIONS THIS AGREEMENT is made as of the Jan. 23rd, 2007 BETWEEN: Tara Minerals Corp a company incorporated in Nevada USA, having a business address at 2162 Acorn Court, Wheaton, IL 60187 - USA (hereinafter called "Company") OF THE FIRST PART AND: Qualico Capital Corp., a company incorporated in Nevada, having an office at Suite 901 - 2055 Yukon Street, Vancouver, British Columbia, Canada V5Y 4B7 (hereinafter called " Advisor") OF THE SECOND PART This will confirm the arrangements, terms and conditions pursuant to which Qualico Capital Corporation ("Advisor") has been retained to serve as a Consultant to Tara Minerals Corp the ("Company") for a one (1) year period, subject to review by Company month to month, with a mutual extension clause for an additional one (1) year, commencing on the date the Company begins trading on the public markets., subject to the termination provisions set forth in Paragraph 2 hereof. For good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned hereby agree to the following terms and conditions: 1. Duties of Advisor. Advisor shall, as more fully set forth below in this Paragraph 1, assist the Company in furthering Market Interest and Awareness in the European Marketplace. Advisor agrees to: a) assist the Company in its penetration to the brokerage community and the introduction to retail exposure in Europe; b) assist the Company in identifying analysts in the brokerage community to initiate coverage on the Company; c) arrange investment banking relationships with NASD/SIPC Member Firms; d) coordinate a comprehensive Investor Relations campaign including featured profiles by several reputable groups, Internet tv advertising, lead generation, internet tv commercials, among other activities; e) be available on request, on appropriate notice, to meet with the Company's Management and/or Board of Directors for quarterly management meetings; f) provide market intelligence; and g) the Advisor will not and will not allow its personnel to trade in the securities of the Company while in possession of material information about the Company that has not been publicly disclosed. The services described in Paragraph 1 may be rendered by Advisor without any direct supervision by the Company and at such time and place in such manner (whether by conference, telephone, letter or otherwise) as Advisor may reasonably determine. 2. Term. The term of Advisor's engagement hereunder shall be for one (1) year and may be extended for an additional one (1) year upon mutual written consent, commencing on the date the Company begins trading on the public markets (the "Term"). Notwithstanding the foregoing, however, this Agreement can be terminated by either party upon 45 days written notice. 3. Compensation and Expense Reimbursement. a) 1,500,000 shares.... for a (1) one year campaign, subject to review by Company one month after the Company begins trading on the public markets. b) Company will be responsible for any expenses incurred in connection with this Agreement, i.e. road shows, travel, marketing materials to name a few and shall promptly reimburse Advisor for all reasonable out-of-pocket expenses incurred in connection with its engagement hereunder. All expenses incurred by Advisor on behalf of Company over $2500 shall be borne by the Company only after it has authorized such expenses in writing. 4. No Agency Authority. The Advisor shall not have and shall not hold itself out as having any authority to act as agent for the Company or bind it in any way. 5. Company's Responsibilities, Representations and Warranties. In connection with Advisor's engagement, the Company will furnish Advisor with any information concerning the Company that Advisor deems reasonable and appropriate and will provide Advisor with access to the Company's officers, directors, accountants, counsel and other advisors. The Company represents and warrants to Advisor that all such information concerning the Company, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made. The Company represents and warrants to Advisor that any financial projections or forecast provided to Advisor are "forward looking statements" as that term is used in Section 21E of the Securities Exchange Commission Act of 1934 and represent the best currently available estimates by the management of the Company of the future financial performance by the Company (or its business) and are based upon reasonable assumptions. The Company acknowledges and agrees that Advisor will be using and relying upon such information supplied by the Company and its officers, agents and others and upon any other publicly available information concerning the Company without any independent investigation or verification thereof or independent appraisal by Advisor of the Company or its business or assets; 6. Available Time. Advisor shall make available such time as it, in its reasonable discretion, shall deem appropriate for the performance of its obligations under this Agreement. 7. Relationship. Nothing herein shall constitute Advisor as an employee or agent of the Company, except to such extent as might hereinafter be agreed upon in writing for a particular purpose. Except as might hereinafter be expressly agreed, Advisor shall not have the authority to obligate or commit the Company in any manner whatsoever. 8. Confidentiality Relating to this Agreement. Neither the Company nor Advisor shall disclose (except to its partners, accountants and attorneys), without specific consent from the other party, any information relating to this Agreement or any Transactions contemplated hereby, including without limitation, the existence of this Agreement. 9. Assignment. This Agreement shall not be assignable by any party except to successors to all or substantially all of the business of either party for any reason whatsoever without the prior written consent of the other party, which consent may not be unreasonably withheld by the party whose consent is required. 10. Amendment. This Agreement may not be amended or modified except in writing signed by both parties. 11. Governing Law. This Agreement shall be deemed to have been made and delivered in Vancouver British Columbia, and this Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the British Columbia. Advisor is delighted to accept this engagement and looks forward to working with you on this assignment. Please confirm that the foregoing correctly sets forth our agreement by signing this enclosed duplicate of this letter in the space provided and returning it, whereupon this letter shall constitute a binding agreement as of the date first above written. Francis R. Biscan Jr Tara Minerals Corp. President & CEO On this ____ day of _____________, 2007. Peter Lindhout, Qualico Capital Corp. - ------------------------------------- Managing Partner On this ____ day of ______________, 2007. EX-21 12 taraminsb2ex21607.txt EXH 21 - SUBSIDIARIES EXHIBIT 21 SUBSIDIARIES The Company has one subsidiary which was incorporated in Mexico. This subsidiary, American Metal Mining S.A. de C.V. does business under its own name. EX-23 13 taraminsb2ex231607.txt EXH 23.1 - CONSENT OF ATTORNEYS EXHIBIT 23.1 CONSENT OF ATTORNEYS Reference is made to the Registration Statement of Tara Minerals Corp., Inc. on Form SB-2 whereby the Company and shareholders of the Company propose to sell up to 6,539,200 shares of the Company's common stock. Reference is also made to Exhibit 5 included in the Registration Statement relating to the validity of the securities proposed to be issued and sold. We hereby consent to the use of our opinion concerning the validity of the securities proposed to be issued and sold. Very truly yours, HART & TRINEN, L.L.P. /s/ William T. Hart William T. Hart Denver, Colorado June 1, 2007 EX-23 14 taraminsb2ex232607.txt EXH 23.2 - CONSENT OF ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation in this Registration Statement on Form SB-2 of our audit report dated May 18, 2007, relating to the financial statements of Tara Minerals Corp., and to the reference to our Firm under the caption "Experts" in the Prospectus. Mendoza Berger & Company, LLP /S/ Mendoza Berger & Company, LLP June 5, 2007 Irvine, California -----END PRIVACY-ENHANCED MESSAGE-----