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On December 18, 2013, Del Toro Silver Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Asher Enterprises, Inc. dated December 18, 2013 (the “Issue Date”). Under the terms of the Agreement the Company issued an 8% convertible promissory note, in the principal amount of $31,500 (the “Note”), which Note matures on September 20, 2014 and may be converted into shares of the Company’s common stock at any time after 180 days from the Issue Date, subject to adjustments as further set out in the Note. The conversion price shall be at a variable conversion rate of 50% multiplied by the market price, being the average of the lowest three trading prices for the Company’s common stock during the 10 trading day period ended on the latest complete trading day prior to the conversion date, subject to adjustments as further set out in the Note.


The Company has the right to prepay the Note within 30 days of the Issue Date, in consideration of the payment of an amount equal to 120%, multiplied by the sum of the then outstanding principal amount of the Note plus accrued and unpaid interest on the unpaid principal, plus default interest, if any, and plus any amounts owed to Asher Enterprises, Inc.


The Company has the right to a second prepayment of the Note which is 31 days following the Issue Date and ending on the date which is 60 days from the Issue Date, in consideration of the payment of an amount equal to 125%, multiplied by the sum of the then outstanding principal amount of the Note plus accrued and unpaid interest on the unpaid principal, plus default interest, if any, and plus any amounts owed to Asher Enterprises, Inc. The Company has additional payment rights if prepayment is made within 180 days from the Issue Date, as detailed in the Convertible Promissory Note dated December 18, 2013.


The Company received the sum of $31,500 principal under the Note on December 27, 2013. The Note is issued to Asher Enterprises, Inc. pursuant to Rule 506 of Regulation D of the Securities Act of 1933 on the basis that they represented to the Company that they were an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.

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