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RE: Membership Purchase Agreement- Minatura Nevada, LLC

LLC Membership Agreement

RE:
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Title: RE: Membership Purchase Agreement- Minatura Nevada, LLC
Governing Law: Nevada     Date: 4/1/2009

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Minatura Gold

2514 Via De Pallon Cir.

Henderson, NV 89074

 

March 27, 2009

Paul Dias

President

Minatura Nevada, LLC

 

 

 

RE:

Membership Purchase Agreement- Minatura Nevada, LLC

 

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 Minatura Nevada, LLC (“MN”). On terms and conditions mutually acceptable to Minatura Gold, and MN, 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 MN 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 MN 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 concessions.

 

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.

 

1.   

Parties; Structure . The transaction will take the form of a Membership Purchase between Minatura Gold and MN. 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 MN.

 

2.   

Consideration; Stock Issuance . Minatura Gold and MN will evaluate the existing assets to determine the value of the Membership Interest to determine a final acquisition valuation.

 



 

3.   

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.

 

4.   

Due Diligence . Minatura Gold and its attorneys, accountants and other representatives will have full access to the books, records and technology of MN to complete its due diligence investigation of MN before closing of the purchase of the Membership interest.

 

5.   

Representations and Warranties . The Membership Purchase Agreement would contain such representations and warranties with respect to the business, property and financial condition of MN as may reasonably be required by Minatura Gold. In turn, Minatura Gold would provide MN with certain representations and warranties to the business, property and financial condition of Minatura Gold as may reasonably be required by MN. These representations and warranties by both Minatura Gold and MN would include, without limitation, matters such as the following:

 

As to MN:

 

a.  

MN 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 MN are duly authorized and validly issued, fully paid and nonassessable.

 

b.  

MN has good and marketable title to all of its assets, and title is valid and proper.

 

c.  

The financial statements of MN are true, correct and complete.

 

As to Minatura Gold:

 

a.  

Minatura Gold is duly organized


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