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 an
