RE: Membership Purchase Agreement- Gold Ventures 2008, LLC
Minatura
Gold
0000
Xxx Xx Xxxxxx Xxx.
Henderson,
NV 89074
March
27, 2009
Xxxx
Xxxx
President
Gold
Ventures 2008, LLC
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RE:
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Membership Purchase
Agreement- Gold Ventures 2008,
LLC
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Xx.
Xxxx:
This
Letter of Intent will confirm the intent of the parties with respect to the
proposed membership purchase of 100% of the membership interests (the
“Membership Interest”) of Gold Ventures 2008, LLC (“GV”). On terms and
conditions mutually acceptable to Minatura Gold, and GV, the Membership Purchase
will be structured as a Membership Purchase whereby Minatura Gold will issue
shares of its common stock in exchange for the Membership Interest. The
objective of our discussion has been the execution and consummation, as
soon as feasible, a formal definitive Membership Purchase Agreement (together
with all other definitive documents pertaining thereto, collectively the
"Agreement") between Minatura Gold and GV which, among other things, would
provide for the various matters set forth below.
This
letter neither constitutes a legally binding agreement nor creates any rights or
interests in favor of the parties, it being understood that any rights and
obligations which the parties may have, to each other, remain to be set forth in
the definitive Agreement described below, into which this letter and all prior
discussions shall merge.
The
principal business of GV is to operate multiple gold mining operations in
Columbia. The Company’s strategy is to maintain a mining infrastructure at the
leading edge of technology by updating and enhancing multiple gold mining
consessions.
Minatura
Gold is a public company with a class of common stock registered with the
Securities and Exchange Commission pursuant to Section 12g, and with its common
stock quoted on the Over the Counter Bulletin Board under the current
symbol of BTTA.
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1.
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Parties;
Structure. The transaction will take the form of a Membership
Purchase between Minatura Gold and GV. At the Effective Time and upon the
terms and subject to the conditions of the Agreement, the Membership
Interest will be acquired by Minatura Gold, whereby Minatura Gold will
operate the Assets of GV.
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2.
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Consideration;
Stock Issuance. Minatura Gold and GV will evaluate the existing
assets to determine the value of the Membership Interest to determine a
final acquisition valuation.
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3.
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Membership
Purchase Agreement. The parties would proceed in good faith to
negotiate the terms of a mutually acceptable Agreement containing such
covenants, representations, warranties and conditions as are customary in
transactions of this type, but including the matters described herein. The
parties will use their best efforts to complete the Agreement and have the
Agreement approved by the parties managing members and Board of Directors
by May 1, 2009.
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4.
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Due
Diligence. Minatura Gold and its attorneys, accountants and other
representatives will have full access to the books, records and technology
of GV to complete its due diligence investigation of GV before closing of
the purchase of the Membership
interest.
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5.
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Representations
and Warranties. The Membership Purchase Agreement would contain
such representations and warranties with respect to the business, property
and financial condition of GV as may reasonably be required by Minatura
Gold. In turn, Minatura Gold would provide GV with certain representations
and warranties to the business, property and financial condition of
Minatura Gold as may reasonably be required by GV. These representations
and warranties by both Minatura Gold and GV would include, without
limitation, matters such as the
following:
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As
to GV:
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a.
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GV
is duly organized and validly existing under the laws of the jurisdiction
or country of formation and has all requisite corporate power and
authority to own and hold its respective properties and conduct the
business in which it is engaged; holds all material licenses, permits and
other authorizations from governmental authorities needed to conduct its
business; and all of the outstanding shares of GV are duly authorized and
validly issued, fully paid and
nonassessable.
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b.
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GV
has good and marketable title to all of its assets, and title is valid and
proper.
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c.
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The
financial statements of GV are true, correct and
complete.
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As to Minatura Gold:
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a.
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Minatura
Gold is duly organized and validly existing under the laws of the State of
Nevada and has all requisite corporate power and authority to own and hold
its respective properties and conduct the business in which it is engaged;
holds all material licenses, permits and other authorizations from
governmental authorities needed to conduct its
business.
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b.
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Minatura
Gold has good and marketable title to all of its assets, and title is
valid and proper.
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c.
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The
audited financial statements of Minatura Gold as of and for the year ended
December 31, 2008, are true, and
correct.
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6.
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Issuance
of Shares. The shares issued in the Membership Interest Sale will
be issued in reliance on certain exemptions from registration provided by
the Securities Act of 1933 and are not intended to be registered with the
Securities and Exchange Commission.
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7.
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Shareholder
and Members Approval. The Sale of the Membership Interest will be
subject to approval by GV Members and a majority of Minatura Gold
shareholders will provide their approval to the Agreement. At the time of
execution of the Membership Purchase Agreement, GV and Minatura Gold’s
affiliates, and Board of Directors will agree to vote in favor of the
merger.
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8.
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Conditions.
The Agreement will provide that the obligations of the respective parties
to complete the Agreement would be subject to the following conditions
together with such other conditions as may reasonably be required by each
party:
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Conditions Prior to GV
Closing:
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a.
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The
Board of Directors of Minatura Gold shall have approved the
Agreement.
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b.
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A
majority of shareholders of Minatura Gold shall have approved the
Agreement.
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c.
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There
shall have been no material adverse change in the financial condition,
earnings or prospects of Minatura
Gold.
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d.
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GV
shall complete such due diligence as is deemed by its management
sufficient to complete the Membership
Acquisition.
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Conditions Prior to Minatura Gold
Closing:
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a.
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The
Managing Members and all Members of GV shall have approved the Membership
Sale.
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b.
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There
shall have been no material adverse change in the financial condition,
earnings or prospects of GV.
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c.
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Minatura
Gold shall complete such due diligence as is deemed by the Board of
Directors sufficient to complete the
transaction.
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d.
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GV’s
Members shall have approved the Membership Interest
Sale.
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e.
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GV
shall have provided Minatura Gold with a copy of its Financial Statements
for years ending December 31, 2007 and December 31, 2008; both prepared
according to US GAAP.
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9.
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Press
Releases. The Parties will consult with each other prior to issuing
any press release or other public statement regarding the proposed
transaction. It is strictly understood by the Parties that the information
contained herein is confidential in nature and that no such public
disclosure, other than as agreed by the parties, shall be made by either
party. Both parties understand that Minatura Gold is subject to rules and
regulations as are promulgated by the Federal Securities Laws of the
United States, and in an effort to avoid the disclosure of material
non-public information, the parties agree that upon execution of this
Letter of Intent, Minatura Gold will file a Form 8-K with the Securities
and Exchange Commission.
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10.
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Disclosure.
Minatura Gold and GV agree to take all reasonable precautions to prevent
any trading in Minatura Gold securities by their respective officers,
directors, employees, affiliates, agents or others having knowledge of the
proposed Asset Sale until the proposed Asset Sale has been disclosed to
the general public through the filing of a Form 8-K. The parties
understand and agree that until a press release is issued, if ever, or
other public disclosure has been made by Minatura Gold, neither party will
disclose the fact that these negotiations are taking place, except to
professional advisors and to employees of Minatura Gold and GV on a
need-to know basis.
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11.
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Continuation
of Business. From the date of this letter of intent until the
expiration of the Exclusive Period, GV will continue to operate its
business in the ordinary course and will not enter into any transaction or
agreement or take any action out of the ordinary course, including any
transaction or commitment greater than $25,000, any declaration of
dividends, grants of new stock options or issuance of new shares of stock
or rights thereto without first notifying Minatura
Gold.
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12.
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Exclusive
Negotiations. GV agrees that from the date of this letter and until
such time as the transaction shall have been consummated or the parties
shall have agreed to terminate the negotiation of this transaction, it
will not permit any of its agents or representatives to, solicit, initiate
or encourage inquiries or proposals, or provide any information or
participate in any negotiations leading to any proposal concerning any
Membership Purchase or purchase of all or any substantial portion of the
assets or shares of GV or any merger or consolidation of GV with any third
party.
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13.
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Expenses.
Whether or not the parties enter into the Agreement, all costs and
expenses incurred in connection with this Letter of Intent and the
proposed Asset Sale shall be paid by the party incurring such costs. If
for any reason the transaction is not consummated, neither party will have
any claim against the other with respect to such
expenses.
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14.
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Nature
of Negotiations. The parties understand that the negotiations
described in this letter are merely preliminary merger negotiations. This
letter does not constitute a binding agreement between Minatura Gold or
GV.
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15.
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Remedies.
In the event of a termination of the negotiations by either party, upon 24
hours written notice the other parties may not be entitled to any remedy
for such termination. Notice shall be provided as
follows:
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Minatura
Gold
0000
Xxx Xx Xxxxxx Xxx.
Henderson,
NV 89074
Xxxx
Xxxx
Gold
Ventures 2008, LLC
c/x
Xxxxxxxxxx Law Group
000
X Xxxxxxxx
Suite
690
San
Diego, CA 92101
Please
indicate your agreement to and acceptance of this letter of intent by signing
and returning the enclosed copy of this letter to the undersigned before 5:00 pm
Pacific Standard Time on March 27th,
2009.
Very
truly yours,
/s/ Xxxxxxx Xxxxxx
President
Minatura
Gold
Xxxxxx
and accepted as of March 27th,
2009
Gold
Ventures 2008 LLC
By:
/s/ Xxxx Xxxx
Xxxx Xxxx
Its:
Chief Executive Officer
