STOCK PURCHASE AGREEMENT
Exhibit
10.2
THIS
STOCK PURCHASE AGREEMENT (the “Agreement”) is made this December 31, 2009 by and
among DUTCH GOLD RESOURCES,
INC., a publicly-owned Nevada Corporation (the “Buyer”), Xxxxx Xxxxxx,
Strategic Minerals Inc., a Nevada corporation, and Aultra Gold Capital Inc., a
Turks and Caicos corporation (collectively, the
“Seller”).
WITNESSETH
WHEREAS,
the Seller is the holder of Six Million Four Hundred Forty Two Thousand Five
Hundred (6,442,500) issued and outstanding shares of the common stock of Aultra
Gold, Inc., a publicly-owned Nevada corporation (the “Company”), with a class of
Securities registered pursuant to the Securities Act of 1933, as amended, whose
shares of common stock, par value $0.001 per share (the “Common Stock”) are
traded on the over the counter Bulletin Board under the symbol “AGDI”;
and
WHEREAS,
the Buyer wishes to purchase from the Seller, and the Seller wishes to sell to
the Buyer, Six Million Four Hundred Forty Two Thousand Five Hundred (6,442,500)
of the shares of Common Stock held by the Seller (the “Shares”) in consideration
the issue of One Million Shares of common shares of Buyer;
NOW
THEREFORE, in consideration of the foregoing and the mutual covenants,
agreements and warranties herein contained and for other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties agree as follows:
ARTICLE
I
DEFINITIONS
1. Definitions.
The
following terms shall have the following meanings for the purposes of this
Agreement:
(a) “Affiliate”
means, with respect to any specified Person,
(i) any other
Person which, directly or indirectly, owns or controls, is under common
ownership or control with, or is owned or controlled by, such specified
Person;
(ii) any other
Person which is a director, officer or partner or is, directly or indirectly,
the beneficial owner of 10 percent or more of any class of equity securities of
the specified Person or a Person described in clause (a) of this
paragraph;
(iii) another
Person of which the specified Person is a director, officer or partner or is,
directly or indirectly, the beneficial owner of 10 percent or more of any class
of equity securities; or
(iv) any
relative or the spouse of the specified Person or any of the foregoing
Persons.
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(b) “Business
Day” means any day of the year other than:
(i)
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any
Saturday or Sunday, or
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(ii)
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any
day which is a Legal Holiday as declared to be such by federal
law.
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(c) “Closing”
means the consummation(s) of the transactions contemplated herein.
(d) “Closing
Date” means the date on which the Closing occurs.
(e) “Contract”
means any contract, lease, commitment, understanding, sales order, purchase
order, agreement, indenture, mortgage, note, bond, right, warrant, instrument,
plan, permit or license, whether written or oral.
(f) “Dollars”
or numbers preceded by the symbol “$” means amounts in United States
Dollars.
(g) “Governmental
Authority” means the government of the United States or any foreign country or
any state or political subdivision thereof and any entity, body or authority
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.
(h) “Law” or
“Laws” means any law, statute, regulation, ordinance, rule, order, decree,
judgment, consent decree, settlement agreement or governmental requirement
enacted, promulgated, entered into, agreed or imposed by any Governmental
Authority.
(i) “Lien”
means any mortgage, lien, charge, restriction, pledge, security interest,
option, lease or sublease, claim, right of any third party, easement,
encroachment or encumbrance.
(j) “Loss” or
“Losses” means any and all liabilities, losses, costs, claims, damages
(including consequential damages), penalties and expenses (including attorneys’
fees and expenses and costs of investigation and litigation). In the event any
of the foregoing are indemnifiable hereunder, the terms “Loss” and “Losses”
shall include any and all attorneys’ fees and expenses and costs of
investigation and litigation incurred by the Indemnified Person in enforcing
such indemnity. No Loss shall be reduced by reason of tax benefits allegedly
enjoyed as a result of such Loss by an Indemnified Party.
(k) “Person”
means any individual, corporation, proprietorship, firm, partnership, limited
partnership, trust, association or other entity, including a government or
government department, agency or instrumentality.
(l) “Parties”
shall mean the Buyer and the Seller, collectively.
(m) “Securities
Act” means the Securities Act of 1933, as amended.
(n) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
(o) “Security”
or “Securities” means any note, stock, treasury stock, bond, debenture, evidence
of indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, reorganization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil,
gas, or other mineral rights, any put, call, straddle, option, or privilege on
any security, certificate of deposit, or group or index of securities (including
any interest therein or based on the value thereof), or any put, call, straddle,
option, or privilege entered into on a national securities exchange relating to
foreign currency, or, in general, any interest or instrument commonly known as a
“security”, or any certificate of interest or participation in, temporary or
interim certificate for, receipt for, guarantee of, or warrant or right to
subscribe to or purchase, any of the foregoing.
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(p) “Taxes”
means all taxes, charges, fees, duties, levies or other assessments, including
income, gross receipts, net proceeds, ad valorem, turnover, real and personal
property (tangible and intangible), sales, use, franchise, excise, value added,
stamp, leasing, lease, user, transfer, fuel, excess profits,
occupational, interest equalization, windfall profits, severance, employee's
income withholding, other withholding, unemployment and Social Security taxes,
which are imposed by any Governmental Authority, and such term shall include any
interest, penalties or additions to tax attributable thereto.
ARTICLE
II
SALE
AND PURCHASE OF SHARES
2.1 Sale and
Purchase of Shares.
(a) The
Seller hereby agrees to sell to the Buyer the Shares, which represent
approximately Sixty-Seven Percent (67%) of the issued and outstanding shares of
capital stock of the Company, free and clear of all Liens, and the Buyer hereby
agrees to purchase all such Shares, subject to the terms and conditions of this
Agreement, in consideration for: (i) the issuance of One Million (1,000,000)
newly-issued shares of the Buyer’s common stock, par value $0.001 per share (the
“Purchase Shares”); and (ii) other good and valuable considerations, receipt of
which is acknowledged herein (the “Purchase Price”).
(b) On
the Closing Date, the Buyer shall deliver the Purchase Shares and the
Indebtedness Retirement and the Seller shall deliver the Shares in their
collective possession and medallion guaranteed stock powers for all the Shares
to the Buyer. The Buyer acknowledges that 24,325,000 of the
pre-reverse split Shares are currently being held without permission by Xxxxxxx
Xxxxxx, an attorney in California located at 00000 Xxx Xxxxxxx, Xxxxx X, Xxxxxx
Xxxxx Xxxxxxxxx, Xxxxxxxxxx 00000
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF THE SELLER
3.1 Ownership of
Securities. Except as set forth herein, the Seller is the
owner, beneficially and of record, of the Shares, free and clear of any adverse
claim, lien, option, charge, security interest or encumbrance of any nature
whatsoever (collectively, the “Liens”). The Seller is allowed to sell the Shares
in a private transaction without volume limitation.
3.2 Authorization to Convey the
Shares. Except as set forth herein, the Seller has full power
and authority to sell, convey, assign and transfer the Shares to the Buyer and
otherwise consummate the transactions contemplated by this Agreement and receive
payment for the Shares as contemplated by this Agreement. The Buyer shall
acquire good and marketable title to the Shares free and clear of all Liens. No
authorization, approval or consent of any third party is required for the lawful
execution, delivery and performance of this Agreement by the
Seller.
3.3 Non-contravention. This
Agreement constitutes a valid and legally binding obligation of the Seller,
enforceable against it in accordance with its terms. Neither the
execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby in the manner herein provided, will constitute
a violation of or default under, or conflict with, any judgment, decree, statute
or regulation or any governmental authority applicable to the Seller or any
contract, commitment, agreement or restriction of any kind to which the Seller
is a party or by which its assets are bound. The execution and
delivery of this Agreement does not, and the consummation of the transactions
described herein will not, violate applicable law, or any mortgage, lien,
agreement, indenture, lease or understanding (whether oral or written) of any
kind outstanding relative to the Seller.
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3.4 Approval of
Agreement. This Agreement is the legal, valid, and binding obligation of
the Seller enforceable in accordance with its terms.
3.5 Governmental
Authorizations. The Seller is not required to obtain
authorization, approval, consent, or order of, or make a registration or filing,
with, any court or other governmental body in connection with the execution and
delivery by the Seller of this Agreement and the consummation by the Seller of
the transactions contemplated hereby.
3.6 No Conflict With Other
Instruments. The execution of this Agreement and the
consummation of the transactions contemplated hereby, will not result in the
breach of any term or provision of, constitute an event of default under, or
require the consent or approval of any third-party pursuant to, any material
contract, agreement, or instrument to which the Seller is a party.
3.7 No
Misrepresentations. None of the information contained in the
representations and warranties of the Seller set forth in this Agreement
contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements contained herein not
misleading.
3.8 No
Distribution. The Shares were not (i) purchased by the Seller,
for cash or service from the Company with a view to distribution or (ii) are
being sold for the Company in connection with a
distribution. Furthermore, the Seller is not participating in a
distribution by the Company.
3.9 Financial
Disclosure. That the Financial Statements of the Company
contained in its periodic filings with the Securities and Exchange Commission
are true and accurate, and that there are no claims, creditors, liens or
encumbrances of any kind, nature or description that are not contained on the
financial statements.
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF THE BUYER
In order
to induce the Seller to enter into this Agreement, the Buyer represents and
warrants to the Seller, as at the date of this Agreement and as at the Closing
Date (as if such representations and warranties were remade on the Closing
Date), as follows:
4.1 The
Buyer understands that the Shares are restricted stock, which has not been
registered with the Securities and Exchange Commission, any state securities
agency or any foreign securities agency, and further, the Stock has not been
approved or disapproved by the Securities and Exchange Commission, any state
securities agency or any foreign securities agency.
4.2 The
Buyer is acquiring the Shares solely for investment for his or her own account
and not with a view to, or for, resale in connection with any distribution
within the meaning of any federal securities act, state securities act or any
other applicable federal or state laws;
4.3 The
Buyer understands the speculative nature and risks of investments associated
with the Shares, and confirms that the Shares would be suitable and consistent
with his or her to bear the risks of this investment; and that there is no
public market for the stock subscribed for herein.
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ARTICLE
V
COVENANTS
5.1 Resignation as Officer and
Director. Xxxxx Xxxxxx shall resign as an officer and director
of the Company and tender his resignation from such positions effective as of
the Closing Date.
5.2 Exclusivity. The
Seller shall not shall, directly or indirectly, solicit, initiate, encourage,
respond favourably to, permit or condone inquiries or proposals from, or provide
any Confidential Information to, or participate in any discussions or
negotiations with, any person (other than the Buyer, and the respective
directors, officers, employees, representatives and agents)
concerning:
(i) any
merger, sale of assets not in the ordinary course of business, acquisition,
business combination, change of control or other similar transaction involving
the Company, or
(ii) any
purchase or other acquisition by any person of the Shares, or
(iii) any sale,
or issuance by the Company of any shares of its Securities.
5.3 The
Seller will promptly advise the Buyer of, and communicate to the Buyer, the
terms and conditions of (and the identity of the Person making), any such
inquiry or proposal received.
5.4 The Seller not to
Inhibit. Neither the Seller nor the Company will take any action (nor
omit to take any action) which would adversely affect the ability of the Seller
to sell and convey the Shares to the Buyer or adversely affect the business or
business prospects of the Company.
ARTICLE
VI
CONDITIONS
PRECEDENT TO OBLIGATIONS OF THE BUYER
The
obligations of the Buyer under this Agreement are subject to the satisfaction or
waiver by the Buyer of the following conditions precedent on or before the
Closing Date unless otherwise specified:
6.1 Warranties True as of Both
Present Date and Closing Dates. The representations and warranties of the
Seller contained herein shall have been accurate, true and correct on and as of
the date of this Agreement, and shall also be accurate, true and correct on and
as at the Closing Date with the same force and effect as though made by the
Seller on the Closing Date.
6.2 Compliance with Agreements
and Covenants. The Seller shall have performed and complied
with all of its respective covenants, obligations and agreements contained in
this Agreement to be performed and complied with by them on or prior to the
Closing Date.
6.3 Actions or
Proceedings. No action or proceeding by any Governmental
Authority or other Person shall have been instituted or threatened which could
enjoin, restrain or prohibit, or could result in substantial damages in respect
of, any provision of this Agreement or the consummation of the transactions
contemplated hereby.
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ARTICLE
VII
CONDITIONS
PRECEDENT TO OBLIGATIONS OF THE SELLER
The
obligations of the Seller under this Agreement are subject to the satisfaction
or waiver by the Seller of the following conditions precedent on or before the
Closing Date:
7.1 Warranties True as of Both
Present Date and Closing Date. The representations and
warranties of the Buyer contained herein shall have been accurate, true and
correct on and as of the date of this Agreement, and shall also be accurate,
true and correct on and as at the Closing Date with the same force and effect as
though made by the Buyer on the Closing Date.
7.2 Compliance with Agreements
and Covenants. The Buyer shall have performed and complied with all of
its respective covenants, obligations and agreements contained in this Agreement
to be performed and complied with by it on or prior to the Closing Date.
7.3 Actions or
Proceedings. No action or proceeding by any Governmental
Authority or other Person shall have been instituted or threatened which could
enjoin, restrain or prohibit, or could result in substantial damages in respect
of, any provision of this Agreement or the consummation of the transactions
contemplated hereby.
ARTICLE
VIII
THE
CLOSING
(a) The
Closing shall be scheduled to occur at 12:00 noon at the offices of the Buyer,
on or before ten days from the date first set forth above (the “Termination
Date”), or on such later date as the Parties hereto shall mutually
agree.
(b) The
Closing, and all transactions to occur at the Closing, shall be deemed to have
taken place at, and shall be effective as of, the close of business on the
Closing Date.
At the
Closing, in addition to any other documents or agreements required under this
Agreement, the Seller shall deliver to the Buyer the following:
(a) Certificates
evidencing the Shares, and medallion guaranteed stock powers executed in blank,
with all signatures medallion guaranteed and with all necessary transfer taxes
and other revenue stamps affixed and acquired at the Seller’s
expense;
(c) The
written resignation of Xxxxx Xxxxxx;
(d) Evidence,
in form satisfactory to the Buyer, that all consents and approvals have been
obtained;
(e) A
certificate dated as at the Closing Date of the Seller certifying as to the
compliance by the Seller with Sections 6.1 and 6.2;
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(f) The
Certificate of Incorporation or similar instruments of the Company certified by
the Secretary of State or equivalent Person of the jurisdiction of incorporation
of the Company, and By-laws or similar instruments of the Company, certified by
the Secretary of the Company;
(g) Certificates
of Good Standing for the Company from the State of Nevada;
(a) the
Purchase Price;
(b) A
certificate dated at the Closing Date, of an executive officer of the Buyer,
certifying as to compliance by the Buyer as the case may be, with Sectios 7.1
and 7.2.
ARTICLE
IX
TERMINATION
(a) By the
mutual consent of the Seller and the Buyer;
(b) By the
Seller or the Buyer, if the Closing shall not have taken place on or before the
Termination Date; provided however, that the right to terminate this Agreement
under this Section 10.1 (b) shall not be available to any Party whose wilful
failure to fulfil any obligation under this Agreement has been the cause of or
resulted in the failure of the Closing to occur on or before such
date;
(c) By the
Buyer, if there shall have been a breach of any covenant, representation or
warranty or other agreement of the Seller hereunder, and such breach shall not
have been remedied within ten (10) business days after receipt by the Seller of
a notice in writing from the Buyer specifying the breach and requesting such be
remedied; or
(d) By the
Seller, if there shall have been a breach of any covenant, representation or
warranty or other agreement of the Buyer hereunder, and such breach shall not
have been remedied within ten (10) business days after receipt by the Buyer of
notice in writing from the Seller specifying the breach and requesting such be
remedied.
9.2 Effect
of Termination. If this Agreement is terminated pursuant to Section
10.1, all obligations of the Parties hereunder shall terminate, except for the
obligations set forth in Article X, which shall survive the termination of this
Agreement, and except that no such termination shall relieve any party from
liability for any prior wilful breach of this Agreement.
ARTICLE
X
INDEMNIFICATION
10.1 Seller
hereby agrees to indemnify Buyer and each of its officers, agents and directors
as of the date of execution of this Agreement against any loss, liability,
claim, damage, or expense (including, but not limited to, any and all expense
whatsoever reasonably incurred in investigating, preparing, or defending against
any litigation, commenced or threatened, or any claim whatsoever), to which it
or they may become subject arising out of or based on any inaccuracy appearing
in or misrepresentation made in this Agreement. The indemnification provided for
in this paragraph shall survive the Closing.
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10.2 Buyer
hereby agrees to indemnify Seller against any loss, liability, claim, damage, or
expense (including, but not limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing, or defending against any
litigation, commenced or threatened, or any claim whatsoever), to which it or
they may become subject arising out of or based on any inaccuracy appearing in
or misrepresentation made under this Agreement. The indemnification provided for
in this paragraph shall survive the Closing.
ARTICLE
XI
MISCELLANEOUS
11.1 Expenses. The
Seller shall pay all expenses of the Seller and the Company (including
attorneys’ fees and expenses), and the Buyer shall pay all expenses of the Buyer
(including attorneys’ fees and expenses), in each case incurred in connection
with this Agreement and the transactions contemplated hereby.
11.2
Amendment. This Agreement may be amended, modified or supplemented
but only in writing signed by each of the Parties hereto.
11.3
Notices.
Any notice, request, instruction or
other document required by the terms of this Agreement to be given to any other
Party hereto shall be in writing and shall be given either
(a) by
telephonic facsimile, in which case notice shall be presumptively deemed to have
been given at the date and time displayed on the sender’s transmission
confirmation receipt showing the successful receipt thereof by the
recipient;
(b) by hand
delivery or Federal Express or other method in which the date of delivery is
recorded by the delivery service, in which case notice shall be presumptively
deemed to have been given at the time that records of the delivery service
indicate the writing was delivered to the addressee;
(c) by
prepaid telegram, in which case notice shall be presumptively deemed to have
been given at the time that the records of the telegraphic agency indicate that
the telegram was telephoned or delivered to the recipient or addressee, as the
case may be; or
(d) by U.S.
mail to be sent by registered or certified mail, postage prepaid, with return
receipt requested, in which case notice shall be presumptively deemed to have
been given forty-eight (48) hours after the letter was deposited with the United
States Postal Service.
11.4
Waivers.
(a) The
failure of a Party hereto at any time or times to require performance of any
provision hereof shall in no manner affect its right at a later time to enforce
the same.
(b) No waiver
by a Party of any condition or of any breach of any term, covenant,
representation or warranty contained in this Agreement shall be effective unless
in writing, and no waiver in any one or more instances shall be deemed to be a
further or continuing waiver of any such condition or breach in other instances
or a waiver of any other condition or breach of any other term, covenant,
representation or warranty.
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11.5 Counterparts.
This Agreement may be executed in one
or more counterparts, and by different Parties hereto in separate counterparts,
each of which when so executed shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11.6 Interpretation.
(a) The
headings preceding the text of Articles and Sections included in this Agreement
and the headings to Exhibits attached to this Agreement are for convenience only
and shall not be deemed part of this Agreement or be given any effect in
interpreting this Agreement.
(b) The use
of the masculine, feminine or neuter gender herein shall not limit any provision
of this Agreement. The use of the terms “including” or “include” shall in all
cases herein mean “including, without limitation” or “include, without
limitation”, respectively.
(c) Consummation
of the transactions contemplated herein shall not be deemed a waiver of a breach
of or inaccuracy in any representation, warranty or covenant or of any party's
rights and remedies with regard thereto.
(d) No
specific representation, warranty or covenant contained herein shall limit the
generality or applicability of a more general representation, warranty or
covenant contained herein.
(e) A breach
of or inaccuracy in any representation, warranty or covenant shall not be
affected by the fact that any more general or less general representation,
warranty or covenant was not also breached or inaccurate.
11.7 Assignment.
(a) This
Agreement shall be binding upon and inure to the benefit of the Parties hereto
and their respective estates, heirs, legal representatives, successors and
assigns.
(b) No
assignment of any rights or obligations hereunder may be made by the Seller or
by the Company without the prior written consent of the Buyer.
11.8 No
Third-Party Beneficiaries. This Agreement is solely for the
benefit of the Parties hereto and, to the extent provided herein, their
respective estates, heirs, successors, Affiliates, directors, officers,
employees, agents and representatives, and no provision of this Agreement shall
be deemed to confer upon other third parties any remedy, claim, liability,
reimbursement, cause of action or other right.
11.9 Publicity. Prior
to the Closing Date, except as required by Law or the rules of any stock
exchange, no public announcement or other publicity regarding the transactions
referred to herein shall be made by the Buyer, the Seller, the Company or any of
their respective Affiliates, officers, directors, employees, representatives or
agents, without the prior written agreement of the Buyer and the Seller, in any
case, as to form, content, timing and manner of distribution or publication;
provided, however, that nothing in this Section shall prevent such parties from
discussing such transactions with those Persons whose approval, agreement or
opinion, as the case may be, is required for consummation of such particular
transaction or transactions.
11.10 Further
Assurances. Upon the reasonable request of the Buyer, the
Seller will on and after the Closing Date execute and deliver to the Buyer such
other documents, releases, assignments and other instruments as may be required
to effectuate completely the transfer and assignment to the Buyer of, and to
vest fully in the Buyer title to, the Shares, and to otherwise carry out the
purposes of this Agreement.
11.11 Severability. If
any provision of this Agreement shall be held invalid, illegal or unenforceable,
the validity, legality or enforce ability of the other provisions hereof shall
not be affected thereby, and there shall be deemed substituted for the provision
at issue a valid, legal and enforceable provision as similar as possible to the
provision at issue.
11.12 Remedies
Cumulative. Unless otherwise specified, the remedies provided
in this, Agreement shall be cumulative and shall not preclude the assertion or
exercise of any other rights or remedies available by law, in equity or
otherwise.
11.13 Entire
Understanding. This Agreement and the Related Agreements set forth
the entire agreement and understanding of the Parties hereto and supersede any
and all prior agreements, arrangements and understandings among the
Parties.
11.14 Applicable
Law; Resolution of Disputes; Venue.
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(a) This
Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of Nevada without giving effect to the, principles of
conflicts of Law thereof.
(b) JURISDICTION AND VENUE; WAIVER OF
JURY TRIAL. This Agreement is subject to the exclusive
jurisdiction of the courts of the State of Nevada and of the United States of
America without reference to conflict of law
principles. THE
PARTIES HEREBY (I) AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF
RIGHT BY A JURY, AND (II) WAIVE ANY RIGHT TO TRIAL BY JURY TO THE FULLEST EXTENT
THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST. THIS WAIVER OF
RIGHT TO TRIAL BY JURY IS SEPARATELY AND KNOWINGLY AND VOLUNTARILY GIVEN, BY
EACH OF THE PARTIES HERETO.
(c) Each
entity or Party involved in litigation or arbitration shall be responsible for
its own costs and expenses of any litigation or arbitration proceeding,
including its own attorney's fees (for any litigation, arbitration, and any
appeals).
(The
rest of this page left intentionally blank.)
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IN WITNESS WHEREOF, the
Parties hereto have executed this Stock Purchase Agreement as of the date first
above written.
______________________
XXXXX
XXXXXX
STRATEGIC
MINERALS, INC.
By:__________________
Name:
Xxxxx Xxxxxx
Title: Chief
Executive Officer
AULTRA
GOLD, INC.
By:__________________
Name: Xxxxx
Xxxxxx
Title: Chief
Executive Officer
DUTCH
GOLD RESOURCES INC.
By:____________________
Name:
Xxxxxx X. Xxxxxx
Title: Chief
Executive Officer
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SCHEDULE
A
Name
|
Number of Shares
|
Xxxxx
Xxxxxx
|
3,510,000
|
Strategic
Minerals Inc.
|
2,000,000
|
Aultra
Gold Capital Inc.
|
932,500
|
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