STOCK ACQUISITION AGREEMENT
Exhibit
10.15
Exhibit
10.15 - 1
THIS STOCK ACQUISITION
AGREEMENT dated as of the 29th day of February,
2008,
BETWEEN:
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SOLTERA MINING CORP., a
company incorporated under the laws of the State of Nevada and having an
office located at 1005 – 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X 0X0
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(the
“Purchaser”)
AND:
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XXXXX XXXXXXXXX, a
businessman with Italian Passport No. E571059 with current domicile at Xxx
xx Xxxxxxxx 0, Xx. 00000 Xxxxxxxx,
Xxxxx
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(the “Shareholder”)
WHEREAS:
A. The
Shareholder is the registered and beneficial owner of all of the shares in the
capital of Atzek Mineral, S.A. de C.V. (the “Shares”);
B. The
Shareholder wishes to sell, and the Purchaser wishes to purchase, the Shares
pursuant to the terms and conditions of this agreement;
C. Atzek
Mineral, S.A. de C.V. is party to one exploration agreement with an option to
purchase dated September 25, 2007 among Xxxxxxxxx Xxxxx Y Hoyuela, Xxxxx
Xxxxxxxx, Xxxxxxx Xxxxxxxxx Baldenebro, and Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx, and
Atzek Mineral, S.A. de C.V. (the “Real de Cananea Option Agreement”) and a
second exploration agreement with an option to purchase dated September 26, 2007
between the Xxxxxx Xxxx Xxxxxxxx and Atzek Mineral, S.A. de C.V. (the
“Casita Colorada Option
Agreement”);
NOW THEREFORE THIS AGREEMENT
WITNESSES that for and in consideration of $1.00 and other good and
valuable consideration paid by each party to the other, the receipt and
sufficiency of which are acknowledged, the parties covenant and agree as
follows:
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1.
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The
Shareholder agrees to sell and the Purchaser agrees to purchase the Shares
for and at a price of US$50,000, which represents all of the Shareholder’s
costs for incorporating and organizing Atzek Mineral, S.A. de
C.V.
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2.
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As
further consideration for the acquisition of the Shares, the Purchaser
will issue 16,000,000 restricted shares of common stock in the capital of
the Purchaser to the Shareholder at a deemed price of $0.001 per
share.
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Exhibit
10.15 - 2
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3.
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The
Shareholder represents and warrants to the Purchaser
that:
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a.
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The
Shareholder owns the Shares as the legal and beneficial owner thereof,
free of all liens, claims, charges and encumbrances of every nature and
kind whatsoever. The Shares are fully paid and non-assessable
and the Shareholder has due and sufficient right and authority to enter
into this agreement and to transfer the legal and beneficial title and
ownership of the Shares to the
Purchaser.
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b.
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No
person, firm or corporation has any agreement or option or a right capable
of becoming an agreement for the purchase of the Shares, with the
exception of this agreement.
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4.
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The
effective date of sale and purchase of the Shares will be February 29,
2008 (the “Closing”).
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5.
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At
the Closing,
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a.
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the
Shareholder will deliver to the Purchaser the share certificates, duly
endorsed for transfer, representing the
Shares;
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b.
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the
Purchaser will deliver to the Shareholder a cheque in the amount of
US$50,000 to the Shareholder representing all of the Shareholder’s costs
for incorporating and organizing Atzek Mineral, S.A. de C.V.;
and
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c.
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the
Purchaser will deliver to the Shareholder a share certificate representing
16,000,000 restricted shares of common stock in the capital of the
Purchaser registered in the name of the
Shareholder.
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6.
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This
agreement will enure to the benefit of and will be binding upon the
parties and their respective successors and
assigns.
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7.
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Time
will be of the essence of this
agreement.
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8.
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The
parties will sign such further assurances and other documents and
instruments and do such further and other things as may be necessary to
implement and carry out the intent of the
agreement.
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IN WITNESS WHEREOF the parties
have signed this Stock Acquisition Agreement as of the day and year first above
written.
Per: /s/
Nadwynn Sing
Authorized
Signatory
/s/ Xxxxx Xxxxxxxxx
Xxxxx
Xxxxxxxxx
Exhibit
10.15 - 3
