Minatura Gold
2514 Via De Pallon Cir.
Henderson, NV 89074
March
27, 2009
Paul Dias
President
Gold Ventures 2008, LLC
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Membership Purchase Agreement- Gold
Ventures 2008, LLC
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Mr. Dias:
This
Letter of Intent will confirm the intent of the parties with
respect to the proposed membership purchase of 100% of the
membership interests (the “Membership Interest”) of
Gold Ventures 2008, LLC (“GV”). On terms and conditions
mutually acceptable to Minatura Gold, and GV, the Membership
Purchase will be structured as a Membership Purchase whereby
Minatura Gold will issue shares of its common stock in exchange for
the Membership Interest. The objective of our discussion has been
the execution and consummation, as soon as feasible, a formal
definitive Membership Purchase Agreement (together with all other
definitive documents pertaining thereto, collectively the
"Agreement") between Minatura Gold and GV which, among other
things, would provide for the various matters set forth below.
This letter neither constitutes a legally
binding agreement nor creates any rights or interests in favor of
the parties, it being understood that any rights and obligations
which the parties may have, to each other, remain to be set forth
in the definitive Agreement described below, into which this letter
and all prior discussions shall merge.
The principal business of GV is to operate
multiple gold mining operations in Columbia. The Company’s
strategy is to maintain a mining infrastructure at the leading edge
of technology by updating and enhancing multiple gold mining
consessions.
Minatura Gold is a public company with a class
of common stock registered with the Securities and Exchange
Commission pursuant to Section 12g, and with its common stock
quoted on the Over the Counter Bulletin Board under the
current symbol of BTTA.
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Parties; Structure . The
transaction will take the form of a Membership Purchase between
Minatura Gold and GV. At the Effective Time and upon the terms and
subject to the conditions of the Agreement, the Membership Interest
will be acquired by Minatura Gold, whereby Minatura Gold will
operate the Assets of GV.
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Consideration; Stock Issuance .
Minatura Gold and GV will evaluate the existing assets to determine
the value of the Membership Interest to determine a final
acquisition valuation.
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Membership Purchase Agreement .
The parties would proceed in good faith to negotiate the terms of a
mutually acceptable Agreement containing such covenants,
representations, warranties and conditions as are customary in
transactions of this type, but including the matters described
herein. The parties will use their best efforts to complete the
Agreement and have the Agreement approved by the parties managing
members and Board of Directors by May 1, 2009.
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Due Diligence . Minatura Gold
and its attorneys, accountants and other representatives will have
full access to the books, records and technology of GV to complete
its due diligence investigation of GV before closing of the
purchase of the Membership interest.
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Representations and Warranties .
The Membership Purchase Agreement would contain such
representations and warranties with respect to the business,
property and financial condition of GV as may reasonably be
required by Minatura Gold. In turn, Minatura Gold would provide GV
with certain representations and warranties to the business,
property and financial condition of Minatura Gold as may reasonably
be required by GV. These representations and warranties by both
Minatura Gold and GV would include, without limitation, matters
such as the following:
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GV is duly organized and validly existing
under the laws of the jurisdiction or country of formation and has
all requisite corporate power and authority to own and hold its
respective properties and conduct the business in which it is
engaged; holds all material licenses, permits and other
authorizations from governmental authorities needed to conduct its
business; and all of the outstanding shares of GV are duly
authorized and validly issued, fully paid and nonassessable.
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GV has good and marketable title to all of its
assets, and title is valid and proper.
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The financial statements of GV are true,
correct and complete.
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Minatura Gold is duly organized a
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