EX 10.1


    

      THIS
        ASSET PURCHASE AGREEMENT
        made on
        the 31st
        day of
        March, 2006,

      


      B
        E T W E E N:

      


      
        	 	 	
                CORUMEL
                  MINERALS CORP., a
                  company incorporated under the
                  laws of Nevada and with an executive office
                  at
                  575 Madison Avenue, 10th
                  Floor, New York, New York,
                  10022-2511

              


      

      


      
        	 	 	
                (the
                  “Company”)

              


      

      


      A
        N D:

      


      
        	 	 	
                RCA
                  RESOURCES CORPORATION,
                  a
                  company incorporated under the laws of Nevada with an executive
                  office at
                  c/o BP 1349, Rue de la Republique, Bangui, Central Africa
                  Republic

              


      

      


      
        	 	 	
                (the
                  “Vendor”)

              


      

      


      


      WHEREAS:

      


      A. The
        Vendor is a mineral exploration company and is the beneficial owner, through
        its
        wholly-owned subsidiary, of mineral exploration rights to certain mineral
        properties located in the Central Africa Republic.

      


      B. The
        Vendor wishes to sell, and the Company wishes to purchase, the Assets from
        the
        Vendor.

      


      NOW
        THEREFORE THIS AGREEMENT WITNESSES
        that in
        consideration of the mutual covenants and agreements contained herein, $10.00
        and other good and valuable consideration paid by each party to the other,
        the
        receipt and sufficiency of which are acknowledged, the parties hereto agree
        with
        each other as follows:

      


      Interpretation

      


      1.  The
        definitions in the recitals are part of this agreement.

      


      2.  In
        this
        agreement:

      


      
        	a.  	
                “Assets”
                  mean all the assets pertaining
                  to the Vendor’s mineral exploration business,
                  including, among others, the assets
                  listed in Schedule “A” attached to this agreement, and all other documents
                  and information related to these
                  assets.

              


      

       

      
        	b.  	
                “Effective
                  Date” means March 31, 2006.

              


      

      


      
        	c.  	
                “Shares”
                  means the 80 million common shares in the capital of the Company
                  to be
                  issued to the Vendor.

              


      

      


      Terms
        and Conditions of the Asset Purchase

      


      Acquisition
        of Assets

      


      3.  The
        Vendor will transfer all of his right, title and interest in the Assets to
        the
        Company at closing so that the Company becomes the sole beneficial and legal
        owner of the Assets as of the Effective Date.

      


      Purchase
        Price

      


      4.  The
        Purchase Price for the Assets is US$
        64,000,000 in
        the
        lawful currency of the United States.

      


      Payment
        of Purchase Price

      


      5.  As
        consideration for the purchase and sale of the Assets and as payment of the
        purchase price, the Company will issue and deliver the Shares to the
        Vendor.

       

      
        
          
          

        

        
          Page
            - 1

          
            

          

        

        
          
          

        

      

      
 

      Assignment
        in Trust

      


      6.  It
        is
        acknowledged that as of the Effective Date the Vendor will have transferred,
        assigned and set over to the Company all of the right, title, benefit and
        interest of the Vendor in the Assets, and that, with respect to those Assets
        of
        which the transfer of legal ownership has not yet been affected, the Vendor
        will
        hold such Asset or Assets in trust for the Company and the benefits derived
        thereunder will be for the account of the Company.

      


      Closing

      


      7.  At
        closing, the Vendor will deliver all the documents and information relating
        to
        the Assets, including any documents required for the transfer of any
        Assets.

      


      8.  At
        closing, the Company will deliver the following:

      


      
        	a.  	
                a
                  copy of all corporate documents required for the acquisition of
                  the
                  Assets, including the director’s resolutions approving the payment of the
                  purchase price for the Assets; and

              


      

      


      
        	b.  	
                the
                  share certificate representing the
                  Shares.

              


      

      


      Representations
        and Warranties

      


      The
        Company

      


      9.   The
        Company represents and warrants as follows to the Vendor, and the Company
        acknowledges and confirms that the Vendor is relying upon such representations
        and warranties in connection with the purchase by the Company of the
        Shares:

      


      
        	a.  	
                It
                  is a company formed and in good standing under the laws of
                  Nevada.

              


      

      


      
        	b.  	
                It
                  has the legal capacity and authority to make and perform this
                  agreement.

              


      

      


      
        	c.  	
                The
                  signing of this agreement and the performance of its terms have
                  been duly
                  authorized by all necessary corporate actions including the resolution
                  of
                  the board of directors of the
                  Company.

              


      

      


      
        	d.  	
                Any
                  shares issued pursuant to the terms of this agreement will be subject
                  to
                  the trading restrictions set out in Section
                  15.a.

              


      

      


      10.  The
        representations
        and warranties contained in Section 9 are provided for the exclusive benefit
        of
        the Vendor, and a breach of any one or more thereof may be waived by the
        Vendor
        in whole or in part at any time without prejudice to its rights in respect
        of
        any other breach of the same or any other representation or warranty; and
        the
        representations and warranties contained in Section 9 will survive the signing
        of this agreement.

      


      The
        Vendor

      


      11.  The
        Vendor represents and warrants as follows to the Company and acknowledges
        and
        confirms that the Company is relying on such representations and warranties
        in
        connection with its purchase of the Assets:

      


      
        	a.  	
                The
                  Vendor is a company formed and in good standing under the laws
                  of
                  Nevada.

              


      

      


      
        	b.  	
                The
                  Vendor has the legal capacity and authority to make and perform
                  this
                  agreement.

              


      

      


      
        	c.  	
                The
                  Vendor has the authority to transfer the Assets as described in
                  this
                  agreement.

              


      

      


      
        	d.  	
                The
                  Vendor is
                  and will be, at the time of transfer of the Assets to the Company,
                  the
                  recorded holder and beneficial owner of the Assets, free and clear
                  of all
                  liens, encumbrances, assignments, mortgages, actions, and charges
                  of any
                  kind held by any person or persons, corporations, or government
                  bodies
                  against the Assets, and no taxes or payments are due in respect
                  of any
                  thereof.

              


      

       

      
        
          
          

        

        
          Page
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        	e.  	
                No
                  person other than the Company has any proprietary right, present
                  or
                  future, contingent or absolute, to purchase any or all of the Assets
                  and
                  there are no outstanding agreements or options to acquire or purchase
                  the
                  Assets or any portion thereof, and no person has any royalty or
                  other
                  interest whatsoever in the development and use of the
                  Assets.

              


      

      


      
        	f.  	
                There
                  is no adverse claim or challenge against or to the ownership of
                  or title
                  to the Assets, nor, to the knowledge of the Vendor, is there any
                  basis
                  therefor.

              


      

      


      
        	g.  	
                The
                  Vendor is not in default with respect to any judgement, order,
                  notice,
                  writ, injunction, decision, ruling, decree or award of any government
                  body, and there are no:

              


      

      


      
        	i.  	
                actions,
                  suits, claims, trials, demands, investigations, arbitrations, enquiries
                  or
                  other proceedings commenced or pending, or to the knowledge of
                  the Vendor,
                  threatened against, with respect to, or affecting in any manner,
                  the
                  Vendor or its Assets, and the Vendor has no reasonable grounds
                  to believe
                  that there is any basis for such action, proceeding, or enquiry,
                  which
                  might now or hereafter constitute an encumbrance upon any of the
                  Assets;
                  and

              


      

      


      
        	ii.  	
                outstanding
                  judgements, orders, decrees, writs, injunctions, decisions, rulings,
                  or
                  awards against, with respect to, or in any manner affecting the
                  Vendor or
                  the Assets.

              


      

      


      
        	h.  	
                Neither
                  the execution nor the delivery of this agreement nor the completion
                  of the
                  transactions contemplated by this agreement
                  will:

              


      

      


      
        	i.  	
                result
                  in the creation of an encumbrance on the Assets;
                  or

              


      

      


      
        	ii.  	
                result
                  in
                  any fees, duties, taxes, assessments, or other amounts relating
                  to the
                  Assets becoming due or payable other than social services tax payable
                  in
                  respect of the transfer of the Assets or any other payments to
                  be made
                  under this agreement.

              


      

      


      
        	i.  	
                Neither
                  the Vendor nor the Assets are a party to or bound by any material
                  contract
                  except for the material contracts listed in Schedule
                  “A”.

              


      

      


      
        	j.   	
                The
                  Vendor has made or caused to made due inquiry with respect to each
                  covenant, agreement, obligation, representation and warranty contained
                  in
                  this agreement, the Schedule and any certificates or other documents
                  referred to in this agreement or furnished to the Company pursuant
                  to this
                  agreement, and none of the aforesaid covenants, agreements, obligations,
                  representations, warranties, Schedule, certificates or documents
                  contain
                  any untrue statement of a material fact or omits to state a material
                  fact
                  necessary to make the statements contained therein not
                  misleading.

              


      

      


      12.  The
        representations
        and warranties contained in Section 11 are provided for the exclusive benefit
        of
        the Company, and a breach of any one or more thereof may be waived by the
        Company in whole or in part at any time without prejudice to its rights in
        respect of any other breach of the same or any other representation or warranty;
        and the representations and warranties contained in Section 11 will survive
        the
        signing of this agreement.

      


      Covenants
        and Acknowledgements

      


      13.  The
        Vendor covenants with the Company that:

      


      
        	a.  	
                The
                  Vendor will take or cause to be taken all proper steps, actions,
                  and
                  corporate proceedings by the Vendor to enable the Vendor to transfer
                  to
                  the Company good and marketable title in the Assets, free and clear
                  of all
                  encumbrances.

              


      

      


      
        	b.  	
                The
                  Vendor will
                  relinquish possession of the Assets to the Company on
                  Closing.

              


      

      


      
        	c.  	
                The
                  Vendor will sign and deliver all such documents and other instruments
                  as
                  are required to be signed and delivered by the Vendor pursuant
                  to this
                  agreement.

              


      

      


      14.  The
        Company covenants with the Vendor that:

      


      
        	a.  	
                The
                  Company will take
                  or cause to be taken all proper steps, actions, and corporate proceedings
                  to enable it to fulfill its obligations under this agreement, including
                  the issuance of the Shares to the
                  Vendor.

              


      

       

      
        
          
          

        

        
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        	b.  	
                The
                  Company will sign and deliver all such documents and other instruments
                  as
                  are required to be signed and delivered by the Company pursuant
                  to this
                  agreement.

              


      

      


      15.  The
        Vendor acknowledges and understands that:

      


      
        	a.  	
                that
                  each certificate evidencing the Shares issued to the Vendor and
                  any other
                  securities issued on any stock split, stock dividend, recapitalization,
                  merger, consolidation, or similar event will be restricted from
                  transfer
                  in accordance with all applicable laws and with the Articles of
                  the
                  Company and may be imprinted with the required
                  legends;

              


      

      


      
        	b.  	
                restrictions
                  on the transfer, sale or other subsequent disposition of such Shares
                  by
                  the Vendor may be imposed by securities laws in addition to any
                  restrictions imposed pursuant to Section 15.a.
                  above;

              


      

      


      
        	c.  	
                the
                  Vendor has been advised by the Company that he should consult his
                  own
                  legal adviser before disposing of all or any part of any Shares
                  that may
                  be issued to the Vendor pursuant to this agreement to avoid breach
                  of
                  relevant securities laws, regulations and
                  policies;

              


      

      


      
        	d.  	
                the
                  Vendor has been given an adequate opportunity to ask questions
                  of, and
                  receive answers from, the officers of the Company concerning the
                  issuance
                  of the Shares and to obtain such additional information as the
                  Vendor
                  deems necessary in order to evaluate the Shares as an investment
                  in the
                  Company and the Company has provided all information requested
                  by the
                  Vendor;

              


      

      


      
        	e.  	
                neither
                  the Company nor any director of the Company has made any representation
                  about the present or future value of the Shares;
                  and

              


      

      


      
        	f.  	
                the
                  Vendor has been advised that the business of the Company is in
                  a start-up
                  phase and acknowledges that there is no assurance that the Company
                  will
                  raise sufficient funds to adequately capitalize the business or
                  that the
                  business will be profitable in the
                  future.

              


      

      


      16.  The
        parties
        acknowledge that they have each entered into this agreement relying on the
        representations, warranties, covenants and agreements of the other party
        and
        other terms and conditions of this agreement and that no information which
        is
        now known, which may become known, or which could upon investigation have
        become
        known to the other parties or any of their present or future officers, directors
        or professional advisors will in any way limit or extinguish any rights any
        of
        them may have against the other.

      


      Indemnification

      


      Indemnification
        by the Vendor

      


      17.  The
        Vendor
        will indemnify the Company from any and all debts or liabilities arising
        out of
        or from the Assets prior to the Effective Date.

      


      18.  The
        Vendor covenants and agrees to indemnify and save harmless the Company of
        and
        from any loss whatsoever arising out of, under or pursuant to:

      


      
        	a.  	
                any
                  loss suffered by the Company as a result of any breach of any
                  representation, warranty or covenant of the Vendor contained in
                  this
                  Agreement;

              


      

      


      
        	b.  	
                all
                  claims, demands, costs and expenses (including legal fees, disbursements
                  and charges on a solicitor and his own client basis) in respect
                  of the
                  foregoing.

              


      

      


      Indemnification
        by the Company

      


      19.  The
        Company covenants and agrees to indemnify and save harmless the Vendor of
        and
        from any loss whatsoever arising out of, under or pursuant to:

      


      
        	a.  	
                any
                  loss suffered by the Vendor as a result of any breach of any
                  representation, warranty or covenant of the Company contained in
                  this
                  agreement; and

              


      

       

      
        
          
          

        

        
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        	b.  	
                all
                  claims, demands, costs and expenses (including legal fees, disbursements
                  and charges on a solicitor and his own client basis) in respect
                  of the
                  foregoing.

              


      

      


      General

      


      20.  Time
        is
        of the
        essence of this agreement.

      


      21.  This
        agreement
        is governed by the laws of Nevada and must be litigated in the courts of
        Nevada.

      


      22.  Any
        notice
        that must be given or delivered under this agreement must be in writing and
        delivered by hand to the address or transmitted by fax to the fax number
        provided by the party and is deemed to have been received when it is delivered
        by hand or transmitted by fax unless the delivery or transmission is made
        after
        4:00 p.m. or on a non-business day where it is received, in which case it
        is
        deemed to have been delivered or transmitted on the next business day. Any
        payments of money must be delivered by hand or wired as instructed in writing
        by
        the receiving party. Any delivery other than a written notice or money must
        be
        made by hand at the receiving party’s address.

      


      23.  This
        agreement
        constitutes the entire agreement between the parties and supersedes all previous
        communications, representations and agreements, whether oral or written,
        between
        the parties with respect to the subject matter of this agreement.

      


      24.  The
        Vendor
        may not assign this agreement or any part of it to another party.

      


      25.  Any
        amendment
        of this agreement must be in writing and signed by the parties.

      


      26.  This
        agreement
        enures to the benefit of and binds the parties and their respective successors,
        heirs and permitted assignees.

      


      27.  No
        failure
        or delay of any party in exercising any right under this agreement operates
        as a
        waiver of the right. That party’s rights under this agreement are cumulative and
        do not preclude that party from relying on or enforcing any legal or equitable
        right or remedy.

      


      28.  If any
        provision of this agreement is or becomes invalid, illegal or unenforceable
        in
        any respect in any jurisdiction then such provision will be severed in that
        jurisdiction. The remaining provisions of this agreement will continue to
        be
        valid, legal and enforceable. The severed provision will also continue to
        be
        valid, legal and enforceable in all other jurisdictions where the validity,
        legality and enforceability of such severed provisions is not affected or
        impaired.

      


      29.  The
        representations,
        warranties, indemnities, covenants and agreements made by the parties each
        to
        the other in or pursuant to this agreement will survive the Closing of the
        transaction and will accrue for the benefit of the respective parties
        notwithstanding such Closing, and regardless of any investigation by or on
        behalf of the respective parties with respect thereto, will continue in full
        force and effect for the benefit of the respective parties.

      


      30.  This
        agreement
        may be signed in counterparts and delivered to the parties by fax, and the
        counterparts together are deemed to be one original document.

      


      


      The
        parties’
        signatures below are evidence of their agreement as of the Effective
        Date.

      


      


      
        	
                Corumel
                  Minerals Corp.

                 

                Per:

                /s/
                  Chris Roth

                 

                Authorized
                  Signatory

              	
                RCA
                  Resources Corporation

                 

                Per:

                /s/
                  Didier
                  Llinas

                 

                Authorized
                  Signatory

              


      

      


      



      
        
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      Schedule
        “A”

      


      Schedule
        “A” to the asset purchase agreement dated March 31, 2006

      between
        Corumel Minerals Corp. and RCA Resources Corporation

      


      (Number
        of pages: 2)

       

      


      List
        of Assets

      


      
        	§  	
                100%
                  interest in Lobaye Gold SARL, a limited liability company registered
                  under
                  the laws of the Central African Republic.


              


      

      


      
        	§  	
                Three
                  general exploration licenses for gold and diamond prospecting for
                  a
                  validity period of three years for the regions of Guingala, Amada-Gaza
                  and
                  Abba all in southwestern Central African
                  Republic.

              


      

      


      
        	§  	
                Assignment
                  of $1,265,388 in loans made by RCA Resources Corporation to Lobaye
                  Gold
                  SARL.

              


      

      


      
        	§  	
                Material
                  contracts.

              


      

      


      
        	1.  	
                Lease
                  Agreement for industrial mining equipment dated December 15, 2006,
                  between
                  RCA Resources Corporation and Lobaye Gold
                  SARL.

              


      

      


      
        	§  	
                Mining
                  Equipment

              


      

      
        	 	
                Number

              
	
                 

                Excavator
                  Kumatsu 26 Ton with spare-parts 2002 PC 240LC-7 High Cabin, multiarm,
                  2
                  cubic metre basket/4.5 ton

              	
                1

              
	
                Wheel-Loader
                  Komatsu with spare-parts 1999 WA740-3 big basket

              	
                1

              
	
                Mercedes-Benz
                  Kipper Trucks 35Ton (6 x 6)

              	
                2

              
	
                Excavator
                  Kumatsu 35 Ton 1997 PC 340, High-pressure cabin, multiarm, 2.8
                  m3/5
                  ton

              	
                1

              
	
                Wheel-Loader
                  Komatsu 1997 WA740-3 small basket

              	
                1

              
	
                Mercedes-Benz
                  Kipper Trucks 26Ton (6 x 6)

              	
                2

              
	
                Landrover
                  Range Rover 4x4 

              	
                1

              
	
                Toyota
                  Landcruiser 4x4

              	
                1

              
	
                Petrol-Truck
                  10,000 litres

              	
                1

              
	
                Renault
                  R5

              	
                1

              
	
                Bed-Loader
                  with Truckengine

              	
                1

              
	
                Backup
                  Generator 165 KwH

              	
                1

              
	
                Toolbox
                  Komathsu

              	
                1

              
	
                Box
                  for toolbox

              	
                1

              
	
                Tools
                  (Laboratory)

              	
                1

              
	
                Toolbox
                  (general purpose)

              	
                1

              
	
                Material
                  Gold/Platinum/Palladium Foundry

              	
                1

              
	
                Smelting/purification/bullionforms

              	
                1

              
	
                Diamond/Geol.
                  Soft- and Hardware

              	
                1

              
	
                HP
                  Pavillion Notebook with geol Software

              	
                1

              
	
                SAT-BGAN
                  Modem

              	
                1

              
	
                12
                  pumps, 12 vibrating engines

              	
                12

              
	
                Container
                  (40 foot)

              	
                1

              
	
                Waste-Disposal
                  Truck with Container

              	
                1

              
	
                20
                  litre Containers (Bidons)

              	
                80

              
	
                Water-pumps
                  with engine

              	
                14

              
	
                Diesel
                  Electicity Generator

              	
                1

              


      

       

       

       

      
        
          
          

        

        
          Page
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                Compressor
                  (high-pressure air)

              	
                1

              
	
                Tool-Bank

              	
                1

              
	
                Roof-Air-Conditioning
                  Unit

              	
                1

              
	
                Scale
                  (60 kg)

              	
                1

              
	
                Truck-Spare
                  Tires

              	
                8

              
	
                Mech.
                  Spare Parts (trucks, engines etc.)

              	
                1

              
	
                Conveyer-Belt
                  25 metres long

              	
                1

              
	
                Fan-Belts
                  - (1 cubic metre)

              	
                1

              
	
                Electrical
                  Engines (for pumps, wash-plant etc.)

              	
                14

              
	
                Car-/Truck
                  jack Platform (Garage) - 3 ton

              	
                1

              


      

      


       

    

     

    
      
        
        

      

      
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