ex_10-4.htm


    Minatura
Gold

    2514
Via De Pallon Cir.

    Henderson,
NV 89074

    


    March
27, 2009

    Paul
Dias

    President

    Gold
Ventures 2008, LLC

    


    


    
      	
               
      

            	
              RE:

            	
              Membership Purchase
      Agreement- Gold Ventures 2008,
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 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.

    


    
      	
              1.  

            	
              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.

            


    

    


    
      	
              2.  

            	
              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.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              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 GV to complete its due diligence investigation of GV 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 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:

            


    

    


    As
to GV:

    


    
      	
              a.  

            	
              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.

            


    

    


    
      	
              b.  

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

            


    

    


    
      	
              c.  

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

            


    

    


    As to Minatura Gold:

    


    
      	
              a.  

            	
              Minatura
      Gold is duly organized and validly existing under the laws of the State of
      Nevada 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.

            


    

    


    
      	
              b.  

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

            


    

    


    
      	
              c.  

            	
              The
      audited financial statements of Minatura Gold as of and for the year ended
      December 31, 2008, are true, and
correct.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              6.  

            	
              Issuance
      of Shares. The shares issued in the Membership Interest Sale will
      be issued in reliance on certain exemptions from registration provided by
      the Securities Act of 1933 and are not intended to be registered with the
      Securities and Exchange Commission.

            


    

    


    
      	
              7.  

            	
              Shareholder
      and Members Approval. The Sale of the Membership Interest will be
      subject to approval by GV Members and a majority of Minatura Gold
      shareholders will provide their approval to the Agreement. At the time of
      execution of the Membership Purchase Agreement, GV and Minatura Gold’s
      affiliates, and Board of Directors will agree to vote in favor of the
      merger.

            


    

    


    
      	
              8.  

            	
              Conditions.
      The Agreement will provide that the obligations of the respective parties
      to complete the Agreement would be subject to the following conditions
      together with such other conditions as may reasonably be required by each
      party:

            


    

    


    Conditions Prior to GV
Closing:

    


    
      	
              a.  

            	
              The
      Board of Directors of Minatura Gold shall have approved the
      Agreement.

            


    

    


    
      	
              b.  

            	
              A
      majority of shareholders of Minatura Gold shall have approved the
      Agreement.

            


    

    


    
      	
              c.  

            	
              There
      shall have been no material adverse change in the financial condition,
      earnings or prospects of Minatura
Gold.

            


    

    


    
      	
              d.  

            	
              GV
      shall complete such due diligence as is deemed by its management
      sufficient to complete the Membership
  Acquisition.

            


    

    


    


    Conditions Prior to Minatura Gold
Closing:

    


    
      	
              a.  

            	
              The
      Managing Members and all Members of GV shall have approved the Membership
      Sale.

            


    

    


    
      	
              b.  

            	
              There
      shall have been no material adverse change in the financial condition,
      earnings or prospects of GV.

            


    

    


    
      	
              c.  

            	
              Minatura
      Gold shall complete such due diligence as is deemed by the Board of
      Directors sufficient to complete the
  transaction.

            


    

    


    
      	
              d.  

            	
              GV’s
      Members shall have approved the Membership Interest
  Sale.

            


    

    


    
      	
              e.  

            	
              GV
      shall have provided Minatura Gold with a copy of its Financial Statements
      for years ending December 31, 2007 and December 31, 2008; both prepared
      according to US GAAP.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              9.  

            	
              Press
      Releases. The Parties will consult with each other prior to issuing
      any press release or other public statement regarding the proposed
      transaction. It is strictly understood by the Parties that the information
      contained herein is confidential in nature and that no such public
      disclosure, other than as agreed by the parties, shall be made by either
      party. Both parties understand that Minatura Gold is subject to rules and
      regulations as are promulgated by the Federal Securities Laws of the
      United States, and in an effort to avoid the disclosure of material
      non-public information, the parties agree that upon execution of this
      Letter of Intent, Minatura Gold will file a Form 8-K with the Securities
      and Exchange Commission.

            


    

    


    
      	
              10.  

            	
              Disclosure.
      Minatura Gold and GV agree to take all reasonable precautions to prevent
      any trading in Minatura Gold securities by their respective officers,
      directors, employees, affiliates, agents or others having knowledge of the
      proposed Asset Sale until the proposed Asset Sale has been disclosed to
      the general public through the filing of a Form 8-K. The parties
      understand and agree that until a press release is issued, if ever, or
      other public disclosure has been made by Minatura Gold, neither party will
      disclose the fact that these negotiations are taking place, except to
      professional advisors and to employees of Minatura Gold and GV on a
      need-to­ know basis.

            


    

    


    
      	
              11.  

            	
              Continuation
      of Business. From the date of this letter of intent until the
      expiration of the Exclusive Period, GV will con­tinue to operate its
      business in the ordinary course and will not enter into any transaction or
      agreement or take any action out of the ordinary course, including any
      transaction or commitment greater than $25,000, any declaration of
      dividends, grants of new stock options or issuance of new shares of stock
      or rights thereto without first notifying Minatura
  Gold.

            


    

    


    
      	
              12.  

            	
              Exclusive
      Negotiations. GV agrees that from the date of this letter and until
      such time as the transaction shall have been consummated or the parties
      shall have agreed to terminate the negotiation of this transaction, it
      will not permit any of its agents or representatives to, solicit, initiate
      or encourage inquiries or proposals, or provide any information or
      participate in any negotiations leading to any proposal concerning any
      Membership Purchase or purchase of all or any substantial portion of the
      assets or shares of GV or any merger or consolidation of GV with any third
      party.

            


    

    


    
      	
              13.  

            	
              Expenses.
      Whether or not the parties enter into the Agreement, all costs and
      expenses incurred in connection with this Letter of Intent and the
      proposed Asset Sale shall be paid by the party incurring such costs. If
      for any reason the transaction is not consummated, neither party will have
      any claim against the other with respect to such
  expenses.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              14.  

            	
              Nature
      of Negotiations. The parties understand that the negotiations
      described in this letter are merely preliminary merger negotiations. This
      letter does not constitute a binding agreement between Minatura Gold or
      GV.

            


    

    


    
      	
              15.  

            	
              Remedies.
      In the event of a termination of the negotiations by either party, upon 24
      hours written notice the other parties may not be entitled to any remedy
      for such termination.  Notice shall be provided as
      follows:

            


    

    


    


    Minatura
Gold

    2514
Via De Pallon Cir.

    Henderson,
NV 89074

    


    Paul
Dias

    Gold
Ventures 2008, LLC

    c/o
Stoecklein Law Group

    402
W Broadway

    Suite
690

    San
Diego, CA 92101

    


    Please
indicate your agreement to and acceptance of this letter of intent by signing
and returning the enclosed copy of this letter to the undersigned before 5:00 pm
Pacific Standard Time on March 27th,
2009.

    


    


    Very
truly yours,

    


    


    /s/ Stephen Causey                                                          

    President

    Minatura
Gold

    


    Agreed
and accepted as of March 27th,
2009

    


    Gold
Ventures 2008 LLC

    


    


    


    By:
/s/ Paul Dias                                                          

    Paul Dias

    


    Its:
Chief Executive Officer