Attached files
COMMERCIAL OFFER FOR NEGOTIATION OF ASSETS AND LIABILITIES
Medellin, November 24th, 2009
Dr. JUAN DAVID PEREZ SCHILE
President
Minatura Colombia S.A.S
CLAUDIA MARCELA HERRERA G., of legal age, with residence in Medellín and with Colombian Citizenship Card Number 52,418,982 issued in Bogotá, who, for this offer, acting in her position as Manager of PROYECTO
COCO HONDO S.A.S., a society legally formed through Act Number 03 of the Board Members, registered in the Medellín Chamber of Commerce on August 14, 2009, in Book 90, under Number 11183, and with NIT (Colombian Tributary Identification Number) 900.253.271 – 1, THE SELLER, presents to MINATURA COLOMBIA S.A.S.,
THE PURCHASER, the following commercial offer for consideration to sell assets and liabilities, subject to the following conditions:
|
1. |
For purposes of this offer, the values of assets and liabilities as of October 9, 2009 on THE SELLER’s books which are maintained in accordance with applicable business and tax regulations shall be used. |
|
2. |
All values expressed in this offer are in Colombian legal currency (pesos). |
|
3. |
Where the conditions offered may be interpreted differently between Spanish and English, the literal and legal sense in Spanish will take precedence. |
OFFER
I - SCOPE. Pursuant to Section II hereof, THE SELLER shall issue an exchange bill of sale which will have attached the offer and the purchase order through which will cause the actual transfer of title and effective sale to THE PURCHASER the ownership rights and possession it has and
exercises over the property and real estate described below and which comprise some of the assets of Proyecto Coco Hondo SAS, and concurrently the assumption of liabilities by THE PURCHASER also specified herein and with the intention to transfer upon satisfaction of all conditions set forth in this offer.
|
1. |
ASSETS: |
(Values expressed in Colombian pesos)
|
a) |
The following miscellaneous receivables: |
|
Deposits |
57,731,753 |
|
Employee Advances |
17,208,929 |
1
|
b) |
The following tax receivable amount is being transferred: |
|
Sales tax |
450,000,000 |
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c) |
A plot of land or farm, called Las Acacias, located in the Jobo area, in the jurisdiction of the Municipality of Zaragoza, in the Department of Antioquia, determined by the following
borders: The beginning point is Delta 59 located on the southwest which concurs with the boundaries of the Nechí River, and Aureliano Pineda and the owners. It is bordered as follows: On the southwest with Aureliano Pineda from Delta 49 to 42 for 315.71 meters; on the south with Manuel
Vitoria from Delta 42 to 26 for 831.79 meters; on the southwest with Luis Arturo Cardona, from Delta 26 to 19 for 1.201.88 meters; on the west with Compañía Mineros de Antioquia from Delta 19 to 15 for 959.87 meters; on the north with Rodrigo Antonio Mira B. and Francisco J.
Zuleta B., from Delta 15 to 1 for 1.380.93 meters; on the east with the Nechí River from Delta 1 to 49 for 1,074 meters, thus closing the plot of land upon which is build a wood and Eternit house. |
The total area is 198 Hectares and is identified with Real Estate Registration No. 027 – 0000441, whose present borders are:
Considering the beginning point as being the site where the boundaries between Luis Jaramillo, Carmelo Salazar, the Las Acacias Farm borders thus: On the north with Carmelo
Salazar for 164.44 meters in a west – east direction; with the same and with the property of Juan Norberto Arias Parra to the bank of the Cocho Hondo stream for a distance of 615.56 meters; following the same direction and crossing the Coco Hondo stream, which presently measures 55.00 meters wide, bordering with the forest –
ranger families of Puerto Jobo for 477 meters to the left bank of the Nechí River; on the left side the farm borders with the Nechí River for 1,960.00 meters on the east. On the south it borders with Luis Álvares for 300.00 meters from the short of the Nechí River
to the right bank of the Coco Hondo stream, with an east – west direction; crossing the Coco Hondo stream in a north – east direction, it borders with Teresa Rojas Viuda de Pineda for 950.00 meters; and on the south and in a south – north direction, it borders with Teresa Rojas for
580.000 meters. Following the north – west direction, it borders with Teresa Rojas on the south for 200.00 meters; with the same direction west and for a distance of 300.00 meters, it also borders on the south with Ángel Herrera ---------- on the west, in a south – north direction, it borders with Luis Jaramillo for
780.000 meters until the beginning point, thus closing the plot of land.
The sale price of this real estate is the sum of TWO HUNDRED SEVENTY MILLION, ONE HUNDRED EIGHTY – EIGHT THOUSAND, SIX HUNDRED FIFTY – SIX PESOS (COL$ 270,188,656.00) legal tender.
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a) |
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b) |
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c) |
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d) |
A plot of land or farm called “La Gloria” with an extension of 49 hectares and 5.500 square meters with the corresponding annexed and land improvements located and Quebarada Cienaga spot, in the jurisdiction of the Municipality of Nechi and determined by the following borders: On the northeast with
Raquel Benavidez widow of Arrieta, from point 1 to 8 of 1.025 meters; on the north with Vicente Baldovino, form point 8 to 12 of 449 meters; on the southeast with Irene Velasquez from point 12 to 22 of 1.315 meters; on the southwest with Juan B. Benavidez from point 22 to 1 of 4.16 meters, thus closing the plot of land. Real estate registration No. 015-55334. Property Tax Registration No. 201003000400000000. |
2
The Sale Price of this real estate is the sum of THIRTY EIGH MILLION, THREE HUNDRED SEVENTY EIGHT THOUSAND PESOS (COL$38.378.000) Legal Tender.
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e) |
The following machinery and equipment are transferred at the price and in their current condition: |
|
ITEM |
COP |
|
Machinery and Equipment San Pablo - Plant |
$ 1,342,148,000 |
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Machinery and Equipment San Pablo - Workshop |
$ 1,141,479,000 |
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Machinery and Equipment San Pablo - Mine |
$ 375,359,000 |
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Machinery and Equipment San Pablo - Store |
$ 57,910,000 |
|
Generator Multiquip |
$ 36,158,180 |
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Machinery and Equipment San Pablo - Lab |
$ 32,883,000 |
|
Diesel Motor Mwm |
$ 26,800,000 |
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Diesel Motor Mwm |
$ 24,500,000 |
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Tubing |
$ 21,071,471 |
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Wifley Table |
$ 18,000,000 |
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AL 70 Sampler x 2 |
$ 16,230,413 |
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Generator 20Kw Olympian |
$ 9,195,165 |
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Ingersoll Rand Lights |
$ 7,151,795 |
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Elevator |
$ 6,741,920 |
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Generator Set Fermont 100 |
$ 6,130,110 |
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Complete Elevator |
$ 5,000,000 |
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Hydraulic Press |
$ 4,881,895 |
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Meter, Tachometer |
$ 3,671,400 |
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Material carriage |
$ 3,666,862 |
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Injection Pump |
$ 3,236,400 |
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Rigid Tarraja Set |
$ 3,050,800 |
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Ammunition Ball |
$ 2,452,044 |
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Pump driver |
$ 1,666,340 |
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Short Tube Equipment |
$ 1,539,436 |
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Radiate Motor |
$ 1,400,001 |
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Fumigation Sr. |
$ 1,293,103 |
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Ursus No. 8 Press |
$ 568,400 |
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Extractor |
$ 167,040 |
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f) |
The following office equipment is transferred in its current condition: |
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ITEM |
COP |
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Working stations and meeting table |
$ 10,263,819 |
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Furniture |
$ 4,781,984 |
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Dinning table Luis Xv |
$ 3,780,000 |
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Isosceles Chairs |
$ 3,229,440 |
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Fan, Model BCS 150 |
$ 2,974,240 |
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Executive chair |
$ 2,546,600 |
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Tv, Freezer and fan |
$ 2,265,090 |
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Metallic filing cabinet |
$ 2,058,420 |
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Video Beam Epson |
$ 1,450,000 |
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Wall Library and counter |
$ 1,440,720 |
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Beds |
$ 1,397,250 |
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Inflation adjustments |
$ 1,153,981 |
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Couch, table and chairs |
$ 1,138,000 |
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Bed, mattress, nightstand |
$ 1,090,250 |
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Purchase of chairs, dining table and garden |
$ 1,080,000 |
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Refrigerator |
$ 1,050,000 |
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Washer machine LB LG white |
$ 1,029,049 |
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Multifunction Printer |
$ 950,400 |
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Appliance Washer Located in El Bagre |
$ 890,000 |
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Phones – Mine |
$ 814,000 |
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Shelves |
$ 777,600 |
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Olympus Camera |
$ 754,000 |
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Tv |
$ 549,000 |
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Desktop and computer table |
$ 540,000 |
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Computer center |
$ 479,900 |
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Field equipment 120 Watt Sony Camera Located in EL Bagre |
$ 475,600 |
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Couch |
$ 440,798 |
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Filing cabinet |
$ 349,000 |
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Digital Camera |
$ 279,000 |
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Television |
$ 275,000 |
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Washer machine |
$ 238,050 |
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Washer machine |
$ 230,000 |
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Dining table |
$ 220,000 |
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Filing Cabinet |
$ 208,800 |
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Shelves 195x90x30 |
$ 190,000 |
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Audio Source Sankey RVC |
$ 182,120 |
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Desk |
$ 139,900 |
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g) |
The following computing and communication equipment is transferred in its current condition: |
|
ITEM |
COP |
|
Portable equipment |
$ 31,032,000 |
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Server ML 150 |
$ 8,062,113 |
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Server purchase |
$ 7,452,000 |
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Computer HP DC 5700 COR |
$ 5,916,000 |
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Telephone Plant Panasonic |
$ 3,399,032 |
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Computer Monitor W 1907 |
$ 3,023,183 |
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Computer equipment |
$ 2,980,800 |
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Computer HP DV 9000 |
$ 2,484,000 |
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Laptop Acer |
$ 2,014,200 |
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Laptop HP |
$ 1,900,800 |
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Computer Magic bright 17’’ |
$ 1,869,998 |
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Laptop Victor Castañeda |
$ 1,800,000 |
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Laptop Antonio Lopez |
$ 1,674,000 |
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Computer equipment Juan Florez |
$ 1,566,000 |
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Inflation Adjustments |
$ 1,548,959 |
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Connection Licenses |
$ 1,484,452 |
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Communication Equipment Senao with two Hansel |
$ 1,326,425 |
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Multifunction Printer Samsung |
$ 930,000 |
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Samsung Printer SCX |
$ 776,110 |
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Cell Phones |
$ 622,500 |
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UPS 1000W |
$ 574,432 |
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LCD screen |
$ 561,600 |
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Printer |
$ 550,000 |
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Black Berry |
$ 522,000 |
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Purchase of 2 hard disks |
$ 518,400 |
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Computer Monitor |
$ 430,000 |
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Wireless telephone |
$ 345,000 |
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Printer Ref 4280L |
$ 265,060 |
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Fixed Plant |
$ 250,800 |
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Access point purchase |
$ 250,000 |
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External Hard Disk |
$ 210,000 |
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UPS 750 WATT |
$ 190,000 |
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Multifunction printer printer |
$ 179,000 |
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Wireless card PCI |
$ 126,911 |
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Wireless Phone |
$ 104,500 |
5
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h) |
The following fleet & transport equipment is transferred in their current condition: |
|
ITEM |
COP |
|
Pickup truck Plate No. MNV 768 |
$ 64,990,000 |
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Purchase of motor and canoe |
$ 31,670,900 |
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Vehicle Hyundai |
$ 14,141,415 |
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Pickup truck UAZ Plate No, ITF 715 |
$ 7,425,000 |
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Jeep UAZ Plate No. TKB 533 |
$ 6,930,000 |
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Motorcycle Plate No. WFG 07 A |
$ 4,950,000 |
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Motorcycle Plate No. WFB 30 A |
$ 4,950,000 |
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Motorcycle Plate No. CAR 10 |
$ 3,136,207 |
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Motorcycle 125 Plate No. WKE8 |
$ 2,734,248 |
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Accessories Jeep Fortuner |
$ 2,250,000 |
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Motorcycle Plate No. WFD 71 A |
$ 2,130,000 |
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Motorcycle Plate No. BKU 63 B |
$ 1,717,172 |
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Inflation adjustments |
$ 1,007,091 |
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i) |
The aqueduct, plants and networks are also transferred in their current condition: |
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ITEM |
COP |
|
Transformer 1000 KVA, Siemens |
$ 36,610,350 |
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High Voltage substation |
$ 30,000,000 |
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Portable Sanitary Services – Personal Dredge Bathroom |
$ 3,750,000 |
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Septic System – Done by Rotoplast S. A. |
$ 2,522,522 |
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Inflation adjustments |
$ 68,387 |
6
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j) |
The rights of domain and possession that are described below are transferred: |
|
· |
A contract for the transfer of possession and sale of improvements, celebrated with Mr. Servio Fortunato Vergara, for the amount of COL$ 61,640,223. He is obliged to supply for sale and disposal of perpetual ownership the possession he has and exercises on the following rural property,
as well as its ancillary improvements, customs and appurtenances, for a total area of 40 Hectares, that is bordered thus: On the west, beginning at the right bank of the Coco Hondo stream, in a south – north direction, bordering the Las Acacias Farm, following the Coco Hondo stream for 993.36 meters; on the north with land of
the forest – ranger family in a west – east direction for 477.00 meters; on the east following the left bank of the Nechí River upstream bordering with the Nechí River for 947.74 meters; on the south from the left bank of the Nechí River in a south – west direction it borders with lands occupied by Francisco
Javier Viloria for 573.26 meters until the right bank of the Coco Hondo stream, the beginning point, thus closing this plot of land |
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· |
A contract for the transfer of possession and sale of improvements, celebrated with Mr. Francisco Javier Viloria, for the amount of COL$ 40,835,902. He is obliged to supply for sale and disposal of perpetual ownership the possession he has and exercises on the following rural property,
as well as its ancillary improvements, customs and appurtenances, for a total area of 26 Hectares, that is bordered thus: On the west beginning on the bank of the Coco Hondo stream in a south – north direction, bordering on the Las Acacias Farm, following the Coco Hondo stream for 669,70 meters; on the north with Servio
Fortunato Vergara in a north – east direction for 573.27 meters; on the east following the left bank of the Nechí River upstream bordering on the Nechí River for 981.46 meters; on the south with Luis Álvares [sic] for
300.00 meters to the right bank of the Coco Hondo stream, to the beginning point, thus closing the plot of land. |
7
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· |
A contract for the transfer of possession and sale of improvements, celebrated with Mr. Luis Manuel Álvarez[sic],
for the amount of COL$ 40,066,669. He is obliged to supply for sale and disposal of perpetual ownership the possession he has and exercises on the following rural property, as well as its ancillary improvements, customs and appurtenances, for a total area of 26 Hectares, which is found within the following borders: Taking the site where the boundaries of the Las Acacias Farm, Teresa
Rojas and Luis Álvarez[sic] as the beginning point, it borders thus: On the north beginning on the right bank of the Coco Hondo stream in a west – east direction with the Las
Acacias Farm for 300.00 meters until the left bank of the Nechí River; on the east following the left bank of the Nechí River upstream, bordering with the Nechí River for 400.00 meters; on the south from the left bank of the Nechí River and in a south –
west direction, it borders with the chamos for 400.00 meters to the right bank of the Coco Hondo stream and in a south direction on the south with the chamos for 180.00 meters, then with a west direction along the bank of the stream upstream and also on the south it borders with the chamos for
250.00 meters, with the stream in the middle; on the west and downstream from the Coco Hondo stream, it borders with Teresa Rojas, keeping the stream in the middle for a distance of 850.00 meters to the beginning point, thus closing the plot of land. |
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· |
A contract for the transfer of possession and sale of improvements, celebrated with Mrs. Teresa de Jesús Rojas, for the amount of COL$ 244,504,938. She is obliged to supply for sale and disposal of perpetual ownership the possession she has and exercises on the following rural property,
as well as its ancillary improvements, customs and appurtenances, for a total area of 119 Hectares, which is found within the following borders: Taking the site where the boundaries of Ángel Herrera, the Las Acacias Farm, and the Coco Hondo Farm as the beginning point,
it borders thus: On the north with the Las Acacias Farm in a south – east direction for 200.00 meters, in a south direction for 580.00 meters, and with a south – east direction for 950.0 meters; on the east with Luis Álvarez[sic] for
850.00 meters, keeping the Coco Hondo stream in the middle; on the south with the Black settlements in an east – west direction for a distance of 700.00 meters, keeping the Chilona Brook in the middle and with the Chilona Brook for 400.00 meters; on the west with Ángel Herrera in
a north direction for a distance of 1,900.00 meters to the beginning point, thus closing the plot of land. |
8
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TOTAL |
COL$ 387,047,735.00 |
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k) |
The following mining contracts are to be sold: |
|
ITEM |
COP |
|
Title No. 5126 |
$ 1,088,859,683 |
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Title No. H16 -15311 |
$ 815,235,000 |
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Title No. ICQ -08064 |
$ 676,814,027 |
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Title No., 7159 Anori |
$ 485,242,903 |
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Title ID9-14551 |
$ 343,170,500 |
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Title No. 7545 A |
$ 329,146,000 |
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Title No. 7299 and acquisition cost |
$ 302,935,000 |
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Title No. 7265 Cane |
$ 168,142,748 |
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Title No. 6376 and acquisition cost |
$ 137,993,000 |
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Title No. 719-17 |
$ 99,380,000 |
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Title No. 718-17 |
$ 70,736,000 |
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Ttile No. 7595 |
$ 63,140,239 |
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Title No. 0189 La Poliantea |
$ 55,000,000 |
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Title No. 6134 and acquisition cost |
$ 54,634,000 |
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Title No. 739-17 |
$ 36,443,000 |
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Title No. 7545B |
$ 36,272,000 |
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Title No. 05-71 |
$ 35,676,000 |
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Title No. 7547 |
$ 24,595,000 |
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Title No. 4783 Angostura |
$ 13,241,009 |
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Forms |
$ 12,054,079 |
|
Title No. 4649 La Zapata |
$ 4,284,000 |
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Title No. 6130 |
$ 2,458,000 |
|
Inflation adjustments |
$ 288,000 |
9
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l) |
The following deferred charges, related to projects in El Bagre, in the assembly and fitting of Dredge No. 1 installed in the Municipality of Zaragoza, and San Pablo project located in the Municipality of Remedios: |
|
ITEM |
COP |
|
Pre operative expenses for San Pablo |
$ 3,567,897,344 |
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Gold Venture LLC – Leasing Contract |
$ 1,936,677,600 |
|
Leasing Sonic Hammer, Branch Sonic Samp Drill, Model CS |
$ 402,126,021 |
|
Spare parts, Welding and Hardware |
$ 243,694,889 |
|
Services |
$ 178,014,829 |
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Leasing Charger 950 G |
$ 141,707,710 |
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Fuel and Oxygen |
$ 135,071,548 |
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Land Transportation |
$ 95,290,950 |
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Food and Snacks |
$ 53,546,911 |
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Environmental Management |
$ 38,333,797 |
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Insurance |
$ 31,859,972 |
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Staffing and Security Elements |
$ 19,311,030 |
|
Airplane Tickets |
$ 17,805,809 |
|
Oils and Lubricants |
$ 11,804,789 |
|
Employee Lodgings |
$ 11,103,810 |
|
Rentals |
$ 4,094,400 |
|
Travel Expenses |
$ 2,866,448 |
|
Fitting and Installation |
$ 1,351,200 |
|
Cleaning and Cafeteria Elements |
$ 1,271,632 |
Notwithstanding the legal descriptions of the real property in subparagraphs c), d) and j) above, the properties transferred will be the entire parcels described and not be limited to the specific surface areas described.
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1. |
LIABILITIES: |
|
a) |
The following liabilities are to be assumed by THE PURCHASER: |
|
ITEM |
COP |
|
Gold Venture 2008 LLC |
$ 1,936,677,600 |
|
Minerco LTDA(mining right’s cession) |
$ 910,000,000 |
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Globeit Holding INC |
$ 402,126,021 |
|
Minatura Nevada |
$ 178,950,000 |
|
Minatura Nevada Corporation |
$ 141,707,710 |
|
Proveedores Mina San Pablo |
$ 139,895,932 |
|
Teresa Rojas(Land Possession rights) |
$ 99,500,064 |
|
Departamento de Antioquia |
$ 96,091,513 |
|
Globeit Holding Inc S.A. |
$ 65,039,000 |
|
Empresas Publicas de Medellín |
$ 53,752,000 |
|
Seracis Ltda |
$ 43,118,000 |
|
Promissory note Bancolombia |
$ 34,666,668 |
|
Junta Accion comunal Vereda Chilona |
$ 33,000,000 |
|
Flat Holding |
$ 29,628,865 |
|
Gustavo Ángel Rendón Bedoya |
$ 28,000,000 |
|
Flat Holding Inc S.A. |
$ 17,908,000 |
|
Retenciones en la fuente |
$ 15,610,677 |
|
US Exploration Equipment |
$ 14,783,662 |
|
Advance Collective Strategies |
$ 12,430,000 |
|
CIIGSA |
$ 11,541,000 |
|
Luis Fernando Bohorquez |
$ 9,574,468 |
|
Traslada Ltda. |
$ 8,576,920 |
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Hotel San Fernando Plaza |
$ 6,401,900 |
|
Ada tours |
$ 5,489,684 |
|
Jhon Jairo Uribe |
$ 4,840,000 |
|
Industrias Metalúrgicas Sorena S.A. |
$ 4,524,000 |
|
Jose Tamayo Gutierrez |
$ 3,300,000 |
|
Marllantas |
$ 3,109,000 |
|
Taller Cartama y Cia S.C.S. |
$ 3,000,000 |
|
Gold Venture 2008, LLC |
$ 2,452,044 |
|
Prestige Techonogy Corp |
$ 1,946,000 |
|
Flota Nordeste S.C.A. |
$ 1,876,000 |
|
Bancolombia |
$ 1,802,538 |
|
ADA |
$ 1,612,476 |
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|
Jaime Alberto Franco |
$ 1,489,385 |
|
Gustavo lozano |
$ 1,406,616 |
|
María Elena Gómez Pineda |
$ 1,260,000 |
|
Rubén Alexander Bedoya/Zona Elite |
$ 1,170,000 |
|
Luis Eduardo Arrieta |
$ 1,128,000 |
|
Luis Fernando Álvarez Barahona |
$ 1,049,400 |
|
Ferreteria Industrial |
$ 1,016,616 |
|
Carlos Florez |
$ 902,400 |
|
Telmex Hogar |
$ 845,459 |
|
Ferremotos |
$ 842,200 |
|
Centro Agropecuario |
$ 686,247 |
|
Rodolfo Silva |
$ 605,000 |
|
Fervel Motos |
$ 489,400 |
|
Papelería el Punto LTDA |
$ 467,857 |
|
Other creditors |
$ 16,205,157 |
|
b) |
Labor obligations |
Personnel Bagre
|
Severance Pay |
23,555 |
|
12% Annual interest on Severance Pay |
236.000 |
|
Vacations |
11.608.804 |
|
Service Bonus |
7.851.613 |
|
Salaries to be paid |
15.703.233 |
Personnel Administrativo
|
Service Bonus |
1.376.100 |
|
Severance Pay |
8.249.997 |
|
Vacations |
4.128.300 |
|
12% Annual interest on Severance Pay |
83.000 |
|
Salaries to be paid |
5.500.000 |
12
Personnel San Pablo
|
Service Bonus |
21.170.738 |
|
Severance Pay |
63.512.214 |
|
Vacaciones |
30.869.057 |
|
12% Annual interest on Severance Pay |
635.000 |
|
Salaries to be paid |
44.151.548 |
From the effective date of the transfer of assets belonging to the mining operations in San Pablo and Coco Hondo, THE PURCHASER will assume all the labor obligations of the personnel that will have changed employer according to the present agreement. For this, the legal representatives will agree in a separate document on the start date
for the new employer and on a complete and detailed list of the people included.
II CONDITION PRECEDENT – In accordance with the restrictions established in article 14 of the bylaws of Proyecto Coco Hondo, within ten (10) working days following the issuance of the corresponding purchase order by THE SELLER, the legal representative of THE SELLER shall proceed
to call an extraordinary shareholders meeting in which will be considered the sale of assets and liabilities described herein. If approved at the same shareholders meeting, the sale shall proceed as established in the present offer. If the shareholders do not approve the transactions, this agreement will terminate and be of no further force and effect and neither party shall be liable to the other as a result of the termination.
III PRICE AND FORM OF PAYMENT – THE SELLER offers as the purchase – sale price the sum of COP$12,236,582,773 legal tender. This value corresponds to the summation of the total items that will be transferred, as described herein, and that THE PURCHASER,
once the purchase order is issued and the conditions in the previous item are satisfied, will pay to THE SELLER in the following manner:
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Within three business days following the shareholder meeting described at numeral II, the first bill of sale will be issued forall the assets and liabilitiesfor which THE SELLER provides financial statements according to US GAAP and SEC disclosure standards that may be applicable to THE PURCHASER’s parent company reporting requirements. This
first bill of sale and any subsequent bills of sale shall be annexed to this offer as evidence of the assets and liabilities actually sold. |
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Within the next 90 business days following the receipt of the first bill of sale by Minatura Colombia, a payment in cash in Colombian pesos shall be made in the amount established on said bill of sale. |
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Within three businessdays following the completion of the audit of assets and liabilities that are not transferred within the first bill of sale (in any case, before June 30th , 2010) a subsequent bill of sale shall be issued including all the assets and liabilities provided
herein that were not included on previous bills of sale. Such subsequent bill of sale shall be annexed, similar to the first, in as evidence of all the assets and liabilities actually sold the day the subsequent bill of sale is issued. |
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Within the next 90 business days following the reception of the second bill of sale by Minatura Colombia, a payment in cash in Colombian pesos shall be made in the amount established on said second bill of sale. |
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The parties expressly agree that the value established herein may change due to appreciation or depreciation of assets transferred from the valuation date to the closing date, for which the first and second bill of sale value shall consider any such changes in value for the items described within the present agreement, solely and exclusively
for this purpose. The Bills of Sale shall provide all the applicable explanations in order to justify said modification and expressly mention the tax and accounting regulations subject to this variation. |
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IV GOOD TITLE & LEGAL TRANSFER PROCESS – THE SELLER guarantees to THE PURCHASER that the assets described herein are owned by THE SELLER and are free and clear of any liens, charges and enbcumbrances. Considering that the object of this offer is the
sale of THE SELLER’s assets and that these are comprised of personal property as well as real estate, the due process required for each of them will be made according to legal requirements and with respect to process and procedures that will need to be followed with the competent authorities and entities, thus:
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Personal Property: Per Colombian legislation, the sale of personal property is perfected only with the agreement on the price and the property, since it is a consensual contract. The sale requires the formal documentation for good title transfer only in the case of dealing with
personal property that are subject to registration; in other words, cars, motorcycles, etc. |
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Real Estate: Pursuant to the Colombian Civil Code, the sale of real property or real estate is formally documented, since it demands the publication of a public deed of the instrument of sale (the purchase – sale contract). Once this formal step is completed, the deed will
go to the respective Public Instrument Registration Office and the Real Estate Tax Office, in order to be properly registered in these offices and, thus, perfect the title (to THE PURCHASER). Accordingly, the parties agree to execute the purchase – sale document related to each property in order to carry out the property ownership transfer process from THE SELLER to THE PURCHASER. |
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Mining License or Title: According to the Colombian Mining Code – CMC – (Law 685 of 2001), for the transfer of mining titles, the licensee shall give notice before the act of transfer to the competent authority; then the licensee will register the document that memorializes
the transfer before this same authority. This is established in order to issue the resolution that authorizes and orders the registration with INGEOMINAS of the Colombian mining authority to register the change of the holder in the concession contract. Accordingly in conformity with the processes and procedures established by these regulations, which are required to ratify such acts, the parties agree to execute and register the documents
necessary to complete the transfer of the mining registry to THE PURCHASER the mining titles described in this offer. It is to be clarified that, the effective date of transfer will be upon the issuance of the corresponding bill of sale, in compliance at all times with the publicity requirements of the national mining registry. |
V OBLIGATIONS: a) THE SELLER. THE SELLER will deliver the goods described in this offer with all National and Territorial taxes, tariffs and contributions paid in full (a Paz y Salvo) as of the
date of the contract. It is understood that THE PURCHASER will be responsible for any sum that comes due after this date with relation to the aforementioned goods. b) THE PURCHASER. THE PURCHASER will pay to THE SELLER the total of the sum agreed upon as the total price of the contract, according to the conditions and terms described in item II this offer.
VI DELIVERY – THE SELLER On the same dates of issuance of the Bills of Sale will make a real and material delivery of the goods to THE PURCHASER, who declares that it received them to its satisfaction, in
the terms and conditions in which they were purchased. This is without prejudice to the simultaneous manner in which the special procedures and processes required are carried out to perfect the transfer of the property and rights corresponding to the goods specified in item III of this offer. Further, if the transfer of some asset is subject to documentation which requires THE SELLER to provide financial statements according to US GAAP and/or SEC disclosure standards that may be applicable
to THE PURCHASER’s parent company reporting requirements, the parties will out all procedures and processes required to comply with the requirements and thus allow the actual transfer of the assets subject to audit. In any case, the payments THE PURCHASER shall make to the SELLER as established on the present offer shall be made upon the actual transfer of assets.
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VII EXECUTION OF THE OFFER – The present offer will be considered as executed through the issuance by THE PURCHASER of a purchase order subscribed by the corresponding legal representative. The term for the issuance of said order will be five (5) working
days.
SEVENTH: EXPENSES – The expenses and taxes that are generated through the execution of this offer will be covered equally by the parties.
/S/ Claudia Marcela Herrera
CLAUDIA MARCELA HERRERA G
PROYECTO COCO HONDO S.A.S
THE SELLER
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PURCHASE ORDER Dated November 24, 2009
Fecha: 24 de noviembre de 2009
Doctora
CLAUDIA MARCELA HERRERA
Gerente
PROYECTO COCO HONDO SAS
Bogotá- Colombia
JUAN DAVID PEREZ SCHIL of age of majority, residing in the city and identified (a) with citizen identification number issued in Medellin 70.041264, who for purposes of this negotiation is acting as chairman Minatura COLOMBIA SAS, a company legally incorporated by document private, registered at the Chamber of Commerce of Medellin on September
18, 2009, in Book 9, under the number 13,134, and Nit No. 900313023-8, who henceforth be known as the BUYER, evidenced by this letter I accept in full the commercial offer for negotiation of assets and liabilities, sent on 24 November, 2009 by PROYECTO COCO HONDO SAS, a company legally incorporated by Act No. 03 of the board of trustees, registered with the Chamber of Commerce of Medellin August 14, 2009, in Book 90, under the number 11,182, and Nit No. 900253271-1, legally represented by CLAUDIA MARCELA HERRERA
G, and the effect of granting the following order.
The offer submitted by PROYECTO COCO HONDO SAS is accepted without any reservations, on the same terms and conditions as filed, which is issued for this purchase order.
/S/ Juan David Perez
JUAN DAVID PEREZ SCHILE
Presidente
Minatura Colombia SAS
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