ex_10-2.htm


    Minatura
Gold

    2514
Via De Pallon Cir.

    Henderson,
NV 89074

    


    March
27, 2009

    Paul
Dias

    CEO

    Camicol,
SA

    


    


    
      	
               
      

            	
              RE:

            	
              Acquisition of Assets
      of Camicol, SA

            


    

    


    Mr.
Dias:

    


     

         This
Letter of Intent will confirm the intent of the parties with respect to the
proposed asset acquisition (the "Acquisition") by Minatura Gold of certain
assets (the “Assets”) of Camicol, SA (“Camicol”). On terms and conditions
mutually acceptable to Minatura Gold, and Camicol, the Acquisition will be
structured as an asset acquisition whereby Minatura Gold will issue shares of
its common stock in exchange for the Assets. The objective of our discussion has
been the execution and consummation, as soon as feasible, a formal
definitive Asset Acquisition Agreement (together with all other definitive
documents pertaining thereto, collectively the "Agreement") between Minatura
Gold and Camicol 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 Camicol is own 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 an asset sale (the
      “Asset Sale”)  between Minatura Gold and Camicol. At the
      Effective Time and upon the terms and subject to the conditions of the
      Agreement, the Camicol Assets will be acquired by Minatura Gold, whereby
      Minatura Gold will operate the Assets of
  Camicol.

            


    

    


    
      	
              2.  

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

            


    

    


    
      	
              3.  

            	
              Asset
      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 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 Camicol to complete its due diligence investigation of Camicol before
      closing of the Asset Sale.

            


    

    


    
      	
              5.  

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

            


    

    


    As
to Camicol:

    


    
      	
              a.  

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

            


    

    


    
      	
              b.  

            	
              Camicol
      has good and marketable title to all of its assets, including the Assets,
      and title is valid and proper.

            


    

    


    
      	
              c.  

            	
              The
      financial statements of Camicol 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 Asset 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
      Approval. The Asset Sale will be subject to approval by Camicol and
      a majority of Minatura Gold shareholders will provide their approval to
      the Agreement. At the time of execution of the Asset Sale Agreement,
      Camicol 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 Asset Sale would be subject to the following conditions
      together with such other conditions as may reasonably be required by each
      party:

            


    

    


    Conditions Prior to Camicol
Closing:

    


    
      	
              a.  

            	
              The
      Board of Directors of Minatura Gold shall have approved the Asset
      Sale.

            


    

    


    
      	
              b.  

            	
              A
      majority of shareholders of Minatura Gold shall have approved the Asset
      Sale.

            


    

    


    
      	
              c.  

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

            


    

    


    
      	
              d.  

            	
              Camicol
      shall complete such due diligence as is deemed by its management
      sufficient to complete the Asset
Sale.

            


    

    


    


    Conditions Prior to Minatura Gold
Closing:

    


    
      	
              a.  

            	
              The
      Board of Directors of Camicol shall have approved the Asset
      Sale.

            


    

    


    
      	
              b.  

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

            


    

    


    
      	
              c.  

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

            


    

    


    
      	
              d.  

            	
              Camicol’s
      shareholders shall have approved the Asset
Sale.

            


    

    


    
      	
              e.  

            	
              Camicol
      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 Camicol 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
      Camicol 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, Camicol 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. Camicol agrees that from the date of this letter and
      until such time as the Asset Sale 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 acquisition or purchase of all or any substantial portion
      of the assets or shares of Camicol or any merger or consolidation of
      Camicol 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
      Camicol.

            


    

    


    
      	
              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

    Camicol,
SA

    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

    


    Camicol,
SA

    


    


    


    By:
/s/ Paul Dias                                                          

        Paul
Dias

    


    Its:
Chief Executive Officer