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EXHIBIT 10.1
November 23, 2007
To: The Board of Directors
Prospero Minerals
Corp.
The following items shall act as the general
understanding for Cavitation Concepts Corporation Limited
(“Investor”) to assist Prospero Minerals Corporation,
(the “Company”) with obtaining capital and completing
any merger, acquisitions or other precious metals and minerals
entities.
1)
Basic Understanding
and Initial Investment
A)
Prospero
(OTCBB:PSPOE) was a public trading company on the OTC bulletin
board and had a closing price as of November 23, 2007 of
approximately $1.95 per share. Prospero has 120,952,244
Common Shares outstanding and is authorized to issue up to Two
Hundred and Ninety Million (290,000,000) Common Shares and Ten
Million (10,000,000) Preferred Shares of which there are none
issued prior to the acquisition of RCA Corporation, as at March 31
st , 2006. This acquisition has been completed as of
April 1 st , 2006. There was a name change from Corumel
Mining Corporation to Prospero Minerals Corporation and an increase
in the authorized capital to Three Hundred Million (300,000,000)
shares of which 290,000,00 are Common Shares and 10,000,000 are
Preferred Shares.
B)
Cavitation
Concepts Corporation Limited and its subsidiaries have at present
10,000,000 share capital at $0.10 per share. Cavitation Concepts
Corporation Limited presently owns 30,000,000 shares of Prospero
Minerals Corp. Prospero Minerals Corp. shall acquire, pursuant to a
definitive Acquisition Agreement containing the customary
representations and warrants; 4,000,000 Common Shares or 40% of
Cavitation Concepts Corporation for consideration of 40,000,000
additional shares of Prospero Minerals Corp.
C)
Upon
completion of the Acquisition of shares by Cavitation Concepts
Corporation Limited and Prospero Minerals Corp, two members of the
company will become Directors of the Company.
2)
Funding, Public Relations & Consulting
1)
Identify potential Merger
and/or Acquisition candidates for the Company.
2)
Facilitate the transition
and sale of the potential Merger and/or Acquisition candidates of
the Company.
3)
Develop financial
strategies in conjunction with potential Merger and/or Acquisition
candidates for the Company.
4)
Find on a best-efforts
basis such additional assets and capitalization for the Company
that will permit the C
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