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Exhibit 10.5
STOCK ACQUISITION AGREEMENT
THIS
STOCK ACQUISITION AGREEMENT dated as of the 24 th day of July, 2007,
BETWEEN:
SOLTERA MINING
CORP., a company incorporated under the laws of the
State of Nevada and having an office located at 1005 – 289
Drake Street, Vancouver, British Columbia, V6B 5Z5
(the “
Purchaser ”)
AND:
FABIO
MONTANARI , a businessman with Italian Passport No.
E571059 with current domicile at Via il Perugino 8, No. 09121
Cagliari, Italy
(the “ Shareholder ”)
WHEREAS:
A.
The Shareholder is the registered and beneficial owner of all of
the shares in the capital of Incas Mineral, S.A. (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.
Incas Mineral, S.A. is party to one exploration agreement with an
option to purchase dated July 6, 2007 between the Antonio Augustin
Giulianotti and Incas Mineral, S.A. (the “ First
Option Agreement ”) and a second exploration agreement
with an option to purchase dated July 6, 2007 between Antonio
Augustin Giulianotti and Incas Mineral, S.A. (the “
Second Option Agreement ”);
NOW THEREFORE THIS AGREEMENT WITNESSES
that for and in consideration of $1.00 and other good and
valuable consideration paid by each party to the other, the
receipt and sufficiency of which are acknowledged, the parties
covenant and agree as follows:
1.
The Shareholder agrees to sell and the Purchaser agrees to purchase
the Shares for and at a price of US$ 1,500.00, which represents all
of the Shareholder’s costs for incorporating and organizing
Incas Mineral, S.A.
2.
As consideration for the acquisition of the Shares, the Purchaser
will:
a.
nominate the Shareholder for appointment to the Purchaser’s
board of directors and for appointment as the president and CEO of
the Purchaser;
b.
pay the Shareholder a management fee of US$8,500 per month for
providing management services to the Purchaser in his role as
president and CEO of the Purchaser; and
-2-
c.
agree to issue to the Shareholder a number of
shares of common stock in the capital of the Purchaser equal to
10% of the issued and outstanding sh
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