X0303 4 2009-02-12 0001046672 MEXORO MINERALS LTD MXOM 0001296116 Ayub Mario EUGENIO RAMIREZ CALDERON #1401 COL. SAN FELIPE CHIHUAHA, CHIH O5 31203 MEXICO 1 0 1 0 Common Stock 2009-06-10 4 C 0 2250000 A 3708000 I Held by Minera Rio Tinto, S.A. de C.V. Common Stock 2009-08-26 4 S 0 2250000 D 1458000 I Held by Minera Rio Tinto, S.A. de C.V. Common Stock 2009-11-05 4 C 0 3333333 A 4791333 I Held by Minera Rio Tinto, S.A. de C.V. Common Stock 2009-12-23 4 P 0 386666 A 386666 D 8% Secured Convertible Debenture due 2012 .60 2009-02-12 4 P 0 1000000.00 0 A 2009-05-08 2012-05-08 Units 1666667 1000000.00 I Held by Minera Rio Tinto, S.A. de C.V. 15% Secured Convertible Debenture due 2010 .20 2009-05-09 4 P 0 250000.00 0 A 2009-05-09 2010-03-25 Units 1250000 250000.00 I Held by Minera Rio Tinto, S.A. de C.V. 15% Secured Convertible Debenture due 2010 .20 2009-06-10 4 D 0 250000.00 0 D 2009-05-09 2010-03-25 Units 1250000 0 I Held by Minera Rio Tinto, S.A. de C.V. Warrant to Purchase Common Stock .36 2009-09-21 4 P 0 300000 0 A 2012-09-21 Common Stock 300000 300000 I Held by Minera Rio Tinto, S.A. de C.V. Warrant to Purchase Common Stock .50 2009-11-05 4 P 0 1666667 0 A 2009-11-05 2012-05-08 Common Stock 1666667 1666667 I Held by Minera Rio Tinto, S.A. de C.V. 8% Secured Convertible Debenture due 2012 .60 2009-11-05 4 D 0 1000000.00 0 D 2009-05-08 2012-05-08 Units 1666667 0 I Held by Minera Rio Tinto, S.A. de C.V. Warrant to Purchase Common Stock .50 2009-12-23 4 P 0 193333 0 A 2010-12-23 2011-12-23 Common Stock 193333 193333 I Held by Minera Rio Tinto, S.A. de C.V. Mr. Ayub is the President of Minera Rio Tinto, S.A. de C.V. ("MRT") and may be deemed to have voting and investment power over the shares of the Issuer held directly by MRT. Mr. Ayub disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The Issuer defaulted on payment obligations due under the 15% Secured Convertible Debenture due March 2010 and MRT acquired 2,250,000 shares of common stock in lieu of repayment. The consideration for the sale by Mr. Ayub was services rendered by the purchasers. MRT exercised conversion rights on the 8% Secured Convertible Debenture due 2012 and was issued 3,333,333 shares of common stock and a warrant to purchase 1,666,666 shares of common stock at an exercise price of $0.50 per share. In consideration for the payments and the issuance of securities, Mr. Ayub and MRT agreed to discharge all of Issuer's outstanding debt owed to them by the Issuer in the amount of $320,267. Each unit represents 2 shares of common stock and 1 warrant to purchase shares of common stock. Each unit represents 1 share of common stock and 0.5 warrant to purchase shares of common stock. The debenture is secured by 2,250,000 shares of the Issuer's common stock. The shares subject to the warrant shall vest in 4 equal installments, beginning on the 6 month anniversary of the date of issuance, with the remaining installments vesting every 6 months thereafter, contingent upon MRT Investments Ltd. continuing to provide services to the Issuer during such vesting period. /s/ Mario Ayub 2010-06-10