ex10-1.htm


    
      EXHIBIT 10.1


       

      SHARE EXCHANGE
AGREEMENT

       

      THIS SHARE EXCHANGE AGREEMENT (this
“Agreement”) is
dated as of April 13, 2010, by and among Millennium Mining LLC, a Sierra Leone
Limited Liability Corporation (the “Company”), the members of the Company (the
“Millennium Members”) and Dolat Ventures Inc, a Nevada
corporation, with headquarters located at 545 Eighth Avenue, Suite 401, New
York, New York 10018 and (“DOLV”).

       

       

      RECITALS:

       

       

      WHEREAS the Millennium Members
are the record and beneficial owners of all of the issued and outstanding
limited liability interests in the Company (the “Millennium
Interests”);

       

       

      WHEREAS DOLV is a publicly
traded company, whose stock currently trades on the OTC Bulletin Board under the
symbol “DOLV”;

       

       

      WHEREAS subject to approval by
the respective Board of Directors, DOLV desires to acquire 75%, or 22,500,000
Shares of the total issued and outstanding Millennium Common Stock in exchange
for 30,000,000 shares of the common stock of DOLV representing
approximately  52 % of the total issued and outstanding shares of DOLV
(the “DOLV Shares”);

       

       

      WHEREAS the Company and DOLV
are executing and delivering this Agreement in reliance upon an exemption from
securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D
(“Regulation
D”) as promulgated by the U.S. Securities and Exchange Commission (the
“SEC”) under
the Securities Act of 1933, as amended (the “1933 Act”);
and

       

      AGREEMENT:

       

      NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this
Agreement, the Company, the Millennium Members and DOLV hereby agree as
follows:

       

      1.      Exchange of
Stock.

       

      (a)             Exchange.
Upon the terms and subject to the conditions of this Agreement, the Millennium
Members agrees to exchange the Millennium Interests for the DOLV Shares and DOLV
agrees to issue to the Millennium Members an aggregate of 22,500,000 DOLV Shares
on the Closing Date (as defined herein below). The parties intend that the share
exchange shall qualify as a tax free reorganization under Section 368 of the
Internal Revenue Code on the Closing Date. Upon execution hereof by DOLV, DOLV
shall deliver the shares to the Company in accordance with Section 1(c) herein
below.

       

      (b)           Closing
Date.  The closing of this transaction (the “Closing”) shall take
place at 10:00 a.m. Eastern Standard Time on the date hereof, subject to
notification of satisfaction of the conditions to the Closing set forth herein
and in Sections 6 and 7 below or such later date as is mutually agreed to by the
Company and DOLV (the “Closing Date”). The
Closing shall occur at such place as is mutually agreed to by the Company and
DOLV.

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      (c)           Form of
Payment.  Subject to the satisfaction of the terms and
conditions of this Agreement, on the Closing Date, (i) DOLV shall deliver to the
Company  the share certificates of DOLV Shares registered in the
respective names of the Millennium Members representing an aggregate of
30,000,000 DOLV Shares; and (ii) the Company shall deliver to DOLV the
certificates evidencing the Millennium Interests.

       

      2.      COMPANY AND MILLENIUM
MEMBERS REPRESENTATIONS AND WARRANTIES.

       

      The
Company and Millennium Members represent and warrant that:

       

      (a)           Investment
Purpose.  The Millennium Members are acquiring the DOLV Shares
for their own account for investment only and not with a view towards, or for
resale in connection with, the public sale or distribution thereof, except
pursuant to sales registered or exempted under the 1933 Act.

       

      (b)           Accredited Investor
Status.  Each Millennium Members is an “Accredited Investor”
as that term is defined in Rule 501(a) of Regulation D.

       

      (c)           Reliance on
Exemptions.  The Company and each Millennium Member understands
that the DOLV Shares are being offered and sold to them in reliance on specific
exemptions from the registration requirements of United States federal and state
securities laws and that DOLV is relying in part upon the truth and accuracy of,
and the Company’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Company set forth herein in order to
determine the availability of such exemptions and the eligibility of each
Millennium Member to acquire such securities.

       

      (d)           Information.  The
Company has been furnished with all materials relating to the business, finances
and operations of the Company and information deemed material to making an
informed investment decision regarding purchase of the DOLV Shares, which have
been requested by the Company. Each Millennium Member has been afforded the
opportunity to ask questions of DOLV and its management. Neither such inquiries
nor any other due diligence investigations conducted by the Company or its
representatives shall modify, amend or affect the Company’s right to rely on
DOLV’s representations and warranties contained in Section 3 below. The Company
and each Millennium Member understands that an investment in the DOLV Shares
involves a high degree of risk.  The Company and each Millennium
Member is in a position regarding DOLV, which, based upon employment, family
relationship or economic bargaining power, enabled and enables the Company and
each Millennium Member to obtain information from DOLV in order to evaluate the
merits and risks of this investment. The Company and each Millennium Member has
sought such accounting, legal and tax advice, as it has considered necessary to
make an informed investment decision with respect to its acquisition of DOLV
Shares.

       

      


       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      


       

      (e)           Transfer or
Resale.  The Company and each Millennium Member understands
that: (i) the DOLV Shares have not been and are not being registered under the
1933 Act or any state securities laws, and may not be offered for sale, sold,
assigned or transferred unless subsequently registered thereunder;
(ii)  neither DOLV nor any other person is under any obligation to
register such securities under the 1933 Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder.

       

      (f)           Authorization,
Enforcement.  This Agreement has been duly and validly
authorized, executed and delivered on behalf of the Company and each Millennium
Member and is a valid and binding agreement of the Company and each Millennium
Member enforceable in accordance with its terms, except as such enforceability
may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws
relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.

       

      (g)           Legends.  The
Millennium Members each understand that the certificates representing the DOLV
Shares issued by DOLV shall bear a restrictive legend in substantially the
following form (and a stop transfer order may be placed against transfer of such
certificates):

       

      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, GENERALLY ACCEPTABLE
TO COMPANY’S COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE STATE SECURITIES LAWS.”

       

      The
legend set forth above shall be removed and DOLV shall issue a certificate
without such legend within three (3) business days to the holder of the security
upon which it is stamped, if, unless otherwise required by state securities
laws: (i) in connection with a sale transaction, provided the securities are
registered under the 1933 Act; or (ii) in connection with a sale transaction,
after such holder provides DOLV with an opinion of counsel, which opinion shall
be in form, substance and scope reasonably acceptable to counsel for DOLV, to
the effect that a public sale, assignment or transfer of the securities may be
made without registration under the 1933 Act.

       

       

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (h)           Receipt of
Documents.  The Company and each Millennium Member has received
and read in their entirety:  (i) this Agreement and each
representation, warranty and covenant set forth herein; (ii) all due diligence
and other information necessary to verify the accuracy and completeness of such
representations, warranties and covenants; and (iii) answers to all questions
the Company submitted to DOLV regarding an investment in DOLV; and (iv) the
Company and each Millennium Member has relied on the information contained
therein and has not been furnished any other documents, literature, memorandum
or prospectus.

       

      3.      REPRESENTATIONS AND
WARRANTIES OF DOLV.

       

      DOLV
represents and warrants as of the date hereof and as of the Closing Date to the
Company and the Millennium Members that:

       

      (a)           Organization and
Qualification.  DOLV is a corporation duly organized and
validly existing in good standing under the laws of the jurisdiction in which it
is incorporated, and has the requisite corporate power to own its properties and
to carry on its business as now being conducted.  DOLV is duly
qualified as a foreign corporation to do business and is in good standing in
every jurisdiction in which the nature of the business conducted by it makes
such qualification necessary, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse effect on
DOLV taken as a whole.

       

      (b)           Authorization, Enforcement,
Compliance with Other Instruments.  (i) DOLV has the requisite
corporate power and authority to enter into and perform this Agreement and any
related agreements and to issue the DOLV Shares in accordance with the terms
hereof and thereof; (ii) the execution and delivery of this Agreement and any
related agreements by DOLV and the consummation by it of the transactions
contemplated hereby and thereby, including, without limitation, the issuance of
the DOLV Shares have been duly authorized by DOLV’s Board of Directors and no
further consent or authorization is required by DOLV, its Board of Directors or
its stockholders; (iii) this Agreement and any related agreements have been duly
executed and delivered by DOLV; (iv) this Agreement any related agreements
constitute the valid and binding obligations of DOLV enforceable against DOLV in
accordance with their terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors’ rights and
remedies.  DOLV knows of no reason why DOLV cannot perform any of
DOLV’s obligations under this Agreement or any related agreements.

       

      (c)           Capitalization.  The
authorized capital stock of DOLV consists of 250,000,000 shares of common stock,
par value $0.001 per share. DOLV has 27, 837.000 shares of common stock issued
and outstanding. All of the outstanding shares of capital stock of DOLV are
validly issued, fully paid and nonassessable, have been issued in compliance
with all federal and state securities laws and none of such outstanding shares
were issued in violation of any preemptive rights or similar rights to subscribe
for or purchase securities. No shares of DOLV’s capital stock are subject to
preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by DOLV. As of the date of this Agreement and as except
disclosed: (i) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights
convertible into, any shares of capital stock of DOLV, or contracts,
commitments, understandings or arrangements by which DOLV is or may become bound
to issue additional shares of capital stock of DOLV or options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares of capital
stock of DOLV; (ii) there are no outstanding debt securities; and (iii) there
are no agreements or arrangements under DOLV is obligated to register the sale
of any of its securities under the 1933 Act; and (iv) there are no outstanding
registration statements and there are no outstanding comment letters from the
SEC or any other regulatory agency.  There are no securities or
instruments containing anti-dilution or similar provisions that will be
triggered by the issuance of the DOLV Shares as described in this
Agreement.  The Company has furnished to the Company true and correct
copies of DOLV’s Articles of Incorporation, as amended and as in effect on the
date hereof (the “Articles of
Incorporation”), and DOLV’s Bylaws, as in effect on the date hereof (the
“Bylaws”), and
the terms of all securities convertible into or exercisable for Common Stock and
the material rights of the holders thereof in respect thereto other than stock
options issued to employees and consultants.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (d)           Issuance of
Securities.  The issuances of the DOLV Shares are duly
authorized and free from all taxes, liens and charges with respect to the issue
thereof and are fully paid and nonassessable.

       

      (e)           No
Conflicts.  The execution, delivery and performance of this
Agreement and any related agreements by DOLV and the consummation by DOLV of the
transactions contemplated hereby (including, without limitation, the issuance of
the DOLV Shares) and thereby will not: (i) result in a violation of the Articles
of Incorporation or the Bylaws; or (ii), to the best knowledge of DOLV, conflict
with or constitute a default (or an event which with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which DOLV is a party, or result in a violation of any law, rule,
regulation, order, judgment or decree (including United States federal and state
securities laws and regulations)  applicable to DOLV or by which any
property or asset of DOLV is bound or affected.  To the best knowledge
of DOLV,  the Company is not in violation of any term of or in default
under its Articles of Incorporation or Bylaws or any material contract,
agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or
order or any statute, rule or regulation applicable to DOLV. The business of
DOLV is not being conducted, and shall not be conducted in violation of any
material law, ordinance, or regulation of any governmental
entity.  Except as specifically contemplated by this Agreement and as
required under the 1933 Act and any applicable state securities laws, DOLV is
not required to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency in order for it to
execute, deliver or perform any of its obligations under or contemplated by this
Agreement in accordance with the terms hereof.  All consents,
authorizations, orders, filings and registrations which DOLV is required to
obtain pursuant to the preceding sentence have been obtained or effected on or
prior to the date hereof, except for any required post-Closing notice filings
under applicable United States federal or state securities laws, if
any.

       

      


       

       

       

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (f)             Absence of
Litigation.  There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency,
self-regulatory organization or body pending against or affecting DOLV, DOLV’s
capital stock, wherein an unfavorable decision, ruling or finding would: (i)
have a material adverse effect on the transactions contemplated hereby; (ii)
adversely affect the validity or enforceability of, or the authority or ability
of DOLV to perform its obligations under, this Agreement; or (iii) have a
material adverse effect on the business, operations, properties, financial
condition or results of  operations of DOLV taken as a
whole.

       

      (g)             No General
Solicitation.  DOLV nor any of its affiliates, nor any person
acting on its, has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D under the 1933 Act) in
connection with the offer or sale of the DOLV Shares.

       

      (h)             Tax
Status.  DOLV has made and filed all federal and state income
and all other tax returns, reports and declarations required by any jurisdiction
to which it is subject and (unless and only to the extent that DOLV has set
aside on its books provisions reasonably adequate for the payment of all unpaid
and unreported taxes) has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and has set aside on its books provision reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply.  There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of DOLV know of no basis for any such claim.

       

      (i)             SEC Documents; Financial
Statements. DOLV has filed all reports, schedules, forms, statements and
other documents required to be filed by it with the SEC under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), for
the two years preceding the date hereof (or such shorter period as DOLV was
required by law or regulation to file such material) (all of the foregoing filed
prior to the date hereof or amended after the date hereof and all exhibits
included therein and financial statements and schedules thereto and documents
incorporated by reference therein, being hereinafter referred to as the “SEC Documents”) on
timely basis or has received a valid extension of such time of filing and has
filed any such SEC Document prior to the expiration of any such extension. DOLv
has delivered to the Company or its representatives, or made available through
the SEC’s website at http://www.sec.gov., true and complete copies of the SEC
Documents.  As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Exchange Act and the rules
and regulations of the SEC promulgated thereunder applicable to the SEC
Documents, and none of the SEC Documents, at the time they were filed with the
SEC, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.  As of their respective dates, the financial
statements of DOLV included in the SEC Documents complied as to form in all
material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto, or (ii)
in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all
material respects the financial position of DOLV as of the dates thereof and the
results of its operations and cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal year-end audit
adjustments).  No other information provided by or on behalf of DOLv
to the Company which is not included in the SEC Documents, including, without
limitation, information referred to in Section 2(i) of this Agreement, contains
any untrue statement of a material fact or omits to state any material fact
necessary in order to make the statements therein, in the light of the
circumstance under which they are or were made and not misleading.

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      (j)             Listing and Maintenance
Requirements.  DOLV’s common stock is registered pursuant to
Section 12(b) or 12(g) of the Exchange Act, and DOLV has taken no action
designed to terminate, or which to its knowledge is likely to have the effect
of, terminating the registration of the Common Stock under the Exchange Act nor
has DOLV received any notification that the SEC is contemplating terminating
such registration.  DOLV has not, in the twelve (12) months preceding
the date hereof, received notice from any Primary Market (as defined herein
below) on which the common stock is or has been listed or quoted to the effect
that DOLV is not in compliance with the listing or maintenance requirements of
such Primary Market.  DOLV is, and has no reason to believe that it
will not in the foreseeable future continue to be, in compliance with all such
listing and maintenance requirements.

       

      (k)             No Material Misstatement or
Omission.  None of the materials provided to the Company and
the Millennium Members by DOLV and none of the representation and warranties
made in this Agreement include any untrue statements of material fact, and none
of the representations and warranties made in this Agreement omit to state any
material fact required to be stated therein necessary to make the statements
made, in light of the circumstances under which they were made, not
misleading.

       

      4.      COVENANTS.

       

      (a)             Best
Efforts.  Each party shall use its best efforts timely to
satisfy each of the conditions to be satisfied by it as provided in Sections 6
and 7 of this Agreement.

       

      (b)           Reporting
Status.  With a view to making available to the Millennium
Members the benefits of Rule 144 or any similar rule or regulation of the SEC
that may at any time permit the Millennium Members to sell securities of DOLV to
the public without registration, and as a material inducement to the Millennium
Member’s purchase of common stock, DOLV represents, warrants, and covenants to
the following:

       

      (i)           DOLV
is subject to the reporting requirements of Section 13 or 15(d has filed all
required reports under Section 13 or 15(d) of the Exchange Act during the 12
months prior to the date hereof (or for such shorter period that the issuer was
required to file such reports), other than Current Reports on Form
8-K;

       

      


      (c)             Fees and
Expenses.  Other than as set forth herein, each of the Company
and DOLV shall pay all costs and expenses incurred by such party in connection
with the negotiation, investigation, preparation, execution and delivery of this
Agreement and any other documents relating to this transaction.

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      5.      CONDITIONS TO THE COMPANY’S
OBLIGATION.

       

      The
obligation of the Company to deliver to DOLV the Member Interests is subject to
the satisfaction of each of the following conditions, provided that these
conditions are for the Company’s sole benefit and may be waived by the Company
at any time in its sole discretion:

       

      (a)           The
representations and warranties of DOLV in this Agreement shall be true and
correct in all material respects as of the date when made and as of the Closing
Date as though made at that time and DOLV shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by DOLV
at or prior to the Closing Date.

       

      (b)           DOLV
shall have executed and delivered to the each of the Millennium Members the
shares of common stock in the respective denominations as required to be
delivered.

       

      (c)           There
shall not have been any change or disruption or any development involving a
prospective change or disruption in the financial or capital markets the effect
of which is, in the Company’s sole judgment, so material and adverse as to make
it impractical or inadvisable to proceed with the transaction.

       

      (d)           There
shall have been no change which the Company, in its sole and absolute
discretion, deems to be materially adverse in respect of the business, results
of operations, condition (financial or otherwise), value, prospects, liabilities
or assets of DOLV.

       

      (e)           The
completion of satisfactory legal, accounting and financial due diligence; which
shall include current income proved out on existing wells and financials on
DOLV.

       

      (f)           DOLV
has not defaulted in any material contracts and there is no material litigation,
as determined by the Company as of the Closing Date.

       

      6.      CONDITIONS TO DOLV’S
OBLIGATIONS.

       

      The
obligation of DOLV to deliver to DOLV the shares of common stock is subject to
the satisfaction of each of the following conditions, provided that these
conditions are for DOLV’s sole benefit and may be waived by DOLV at any time in
its sole discretion:

       

      (a)           The
Company and each Millennium Member shall have executed this Agreement and
delivered the same to DOLV.

       

      (b)           The
Company and each Millennium Member shall have delivered to DOLV the Member
Interests.

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

       

      (c)           The
representations and warranties of the Company shall be true and correct in all
material respects as of the date when made and as of the Closing Date as though
made at that time, and the Company shall have performed, satisfied and complied
in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at
or prior to the Closing Date.

       

      (d)           The
Company and each of the Millennium Members shall have executed such other
documents as are reasonably required by DOLV.

       

      7.      INDEMNIFICATION.

       

      (a)           In
consideration of the Company’s execution and delivery of this Agreement and of
the Member Interests and in addition to all of the Company’s other obligations
under this Agreement, the Company shall defend, protect, indemnify and hold
harmless DOLV and all of its officers, directors, employees and agents
(including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the “DOLV
Indemnitees”) from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any DOLV Indemnitee is a party to
the action for which indemnification hereunder is sought), and including
reasonable attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by the DOLV Indemnitees or any of them as a
result of, or arising out of, or relating to: (i) any misrepresentation or
breach of any representation or warranty made by the Company in this Agreement
or any other certificate, instrument or document contemplated hereby or thereby;
(ii) any breach of any covenant, agreement or obligation of the Company
contained in this Agreement or any other certificate, instrument or document
contemplated hereby or thereby; or (iii) any cause of action, suit or claim
brought or made against such Buyer Indemnitee by a third party and arising out
of or resulting from a material misrepresentations by the Company under this
Agreement or due to a material breach by the Company of its obligations under
the Agreement and the execution, delivery, performance or enforcement of this
Agreement or any other instrument, document or agreement executed pursuant
hereto by any of the Buyer Indemnities. To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities, which is permissible under applicable
law.

       

      (b)           In
consideration of DOLV’s execution and delivery of this Agreement and in addition
to all of DOLV’s other obligations under this Agreement, DOLV shall defend,
protect, indemnify and hold harmless the Company and all of its officers,
directors, employees and agents (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement)
(collectively, the “Company Indemnitees”)
from and against any and all Indemnified Liabilities incurred by the Company
Indemnitees or any of them as a result of, or arising out of, or relating to:
(i) any misrepresentation or breach of any representation or warranty made by
DOLV in this Agreement or any other certificate, instrument or document
contemplated hereby or thereby executed by DOLV; (ii) any breach of any
covenant, agreement or obligation of DOLV contained in this Agreement or any
other certificate, instrument or document contemplated hereby or thereby
executed by DOLV; or (iii) any cause of action, suit or claim brought or made
against such Company Indemnitee based on material misrepresentations or due to a
material breach and arising out of or resulting from the execution, delivery,
performance or enforcement of this Agreement or any other certificate
instrument, document or agreement executed pursuant hereto by any of the Company
Indemnities.  To the extent that the foregoing undertaking by DOLV may
be unenforceable for any reason, DOLV shall make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities, which is
permissible under applicable law.

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      8.      GOVERNING LAW:
MISCELLANEOUS.

       

      (a)           Governing
Law.  This Agreement shall be deemed to be made under and shall
be construed in accordance with the laws of the State of New York without giving
effect to the principals of conflict of laws thereof.  Each of the
parties consents to the jurisdiction of the U.S. District Court sitting in the
Southern District of the State of New York or the state courts of the State of
New York sit in connection with any dispute arising under this Agreement and the
other Transaction Documents and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non conveniens to the
bringing of any such proceeding in such jurisdictions.

       

      (b)           Counterparts.  This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other
party.

       

      (c)           Headings.  The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.

       

      (d)           Severability.  If
any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.

       

      (e)           Entire Agreement,
Amendments.  This Agreement supersedes all other prior oral or
written agreements between DOLV and the Company, their affiliates and persons
acting on their behalf with respect to this transaction and the matters
discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or
therein, neither the Company nor DOLV makes any representation, warranty,
covenant or undertaking with respect to such matters.  No provision of
this Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.

       

      (f)           Notices.  Any
notices, consents, waivers, or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered (A) upon receipt, when delivered personally; (B) upon
confirmation of receipt, when sent by facsimile; (C) three (3) days after being
sent by U.S. certified mail, return receipt requested, or (D) one (1) day after
deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same.  The addresses
and facsimile numbers for such communications shall be:

       

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

       

      
        	
                If
      to the Company, to:

              	
                Millennium
      Mining LLC

                12701
      Cumpston Street

                Valley
      Village, CA 91697

                Attention:  Mr.
      Dovid Hauck

                 

              
	 
      	 
      
	
                With
      a copy to:

              	
                Cherno
      Bas

                16
      Wilberforce Road

                Freetown,
      Sierra Leone

                Telephone
      011 (232) 78478908

              
	 
      	 
      
	
                If
      to DOLV:

              	
                Dolat
      Ventures Inc

                545
      Eighth Ave, Suite 401

                New
      York, New York 10018

                TEL
      212-502-6657

                FAX
      212-501-2077

                 

              
	 
      	
                Attention:
      Dovid Hauck, President

              
	 
      	 
      
	
                With
      Copy to:

              	
                Diane
      A. Dalmy

                Attorney
      at Law

                8965
      W. Cornell Place

                Lakewood,
      Colorado 80227

                Telephone:
      (303) 985-9324

                Facsimile:  (303)
      988-6954

              


      

      


       

      Each
party shall provide five (5) days’ prior written notice to the other party of
any change in address or facsimile number.

       

      (g)           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and
assigns.  Neither the Company nor the Buyer shall assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the other party hereto.

       

      (h)           No Third Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person.

       

      (i)           Survival.  Unless
this Agreement is terminated under Section 9(l), the representations and
warranties of the Company and the Buyer contained in Sections 2 and 3, the
agreements and covenants set forth in Sections 4, 5 and 9, and the
indemnification provisions set forth in Section 8, shall survive the Closing for
a period of two (2) years. The Buyer shall be responsible only for its own
representations, warranties, agreements and covenants hereunder.

       

       

       

       

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (j)           Publicity.  The
Company and DOLV shall have the right to approve, before issuance any press
release or any other public statement with respect to the transactions
contemplated hereby made by any party; provided, however, that the Company shall
be entitled, without the prior approval of DOLV, to issue any press release or
other public disclosure with respect to such transactions required under
applicable securities or other laws or regulations (the Company shall use its
best efforts to consult DOLV in connection with any such press release or other
public disclosure prior to its release and DOLV shall be provided with a copy
thereof upon release thereof).

       

      (k)           Further
Assurances.  Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.  Furthermore, the Company agrees to
execute such other documents as are reasonably required by the Buyer and it
shall be deemed a default of this Agreement if the Company fails to execute any
such additional document within two (2) business days of the date of request by
DOLV.

       

      (l)           Termination.  In
the event that the Closing shall not have occurred with respect to the Buyer on
or before five (5) business days from the date hereof due to the Company’s or
DOLV’s failure to satisfy the conditions set forth in Sections 6 and 7 above
(and the non-breaching party’s failure to waive such unsatisfied condition(s)),
the non-breaching party shall have the option to terminate this Agreement with
respect to such breaching party at the close of business on such date without
liability of any party to any other party; provided, however, that if this
Agreement is terminated by the Company pursuant to this Section 8(l), the
Company shall remain obligated to pay DOLV for the legal and documentation
review fee described in Section 4(f) above.

       

      (m)           No Strict
Construction.  The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any
party.

       

      (n)           Recitals.  The
Recitals herein above are hereby incorporated into this Agreement as if fully
stated herein.

       

      (o)           Opportunity to Hire Counsel;
Role of Diane A. Dalmy.  The Company expressly acknowledges
that they have been advised and have been given an opportunity to hire counsel
with respect to this Agreement and the transactions contemplated hereby and
thereby.  The Company further acknowledges that the law firm of Diane
A. Dalmy did
not provide them with any legal advice with respect to the transactions
contemplated by this Agreement.  The Company further acknowledges that
the law firm of Diane A. Dalmy has solely
represented DOLV in connection with this Agreement and the transactions
contemplated hereby and thereby and no other person.

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
 

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      IN WITNESS WHEREOF, DOLV and the Company have
caused this Share Exchange Agreement to be duly executed as of the date first
written above.

       

      
        	 
      	
                COMPANY:

                 

              
	 
      	 
      	
                Millennium
      Mining LLC

              
	 
      	 
      	 
      
	 
      	 
      	
                By:                                                                

              
	 
      	 
      	
                Name:           Shmuel
      Dovid Hauck

              
	 
      	 
      	
                Title:            
      President

              
	 
      	 
      	 
      
	 
      	 
      	
                BUYER:

                 

              
	 
      	 
      	
                Dolat
      Ventures Inc.

              
	 
      	 
      	
                By:              
      Shmuel Dovid Hauck

              
	 
      	 
      	
                Its:               
      President

              
	 
      	 
      	 
      
	 
      	 
      	
                By:                                                                

              
	 
      	 
      	
                Name:          
      Shmuel Dovid Hauck

              
	 
      	 
      	
                Title:            
      President, Director