Exhibit 3.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement"), is made this _26th____ day of _September____2007, by and between Senior Management Services of El Paso Sunset, Inc., a Texas corporation ("SMSA Texas"), and...Agreement and Plan of Merger • March 12th, 2008 • Smsa El Paso I Acquisition Corp.
SECURITY AGREEMENTSecurity Agreement • May 15th, 2012 • Chile Mining Technologies Inc. • Metal mining • New York
This SECURITY AGREEMENT, dated as of May 8, 2012 (this “Agreement”), is made and entered into by and among Chile Mining Technologies Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 11% Secured Convertible Notes due May 8, 2017, in the original aggregate principal amount of $2,120,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 21st, 2008 • Smsa El Paso I Acquisition Corp. • Blank checks • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of November 18, 2008, is by and among SMSA El Paso I Acquisition Corp., a Nevada corporation, (the “Parent”), Latin America Ventures, Inc., a Nevada corporation (the “Company”), and the Shareholders of the Company identified on Annex A hereto (each, a “Shareholder”, and together, the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2012 • Chile Mining Technologies Inc. • Metal mining • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated May 8, 2012, is between Chile Mining Technologies Inc., a Nevada corporation (the “Company”), and each purchaser identified on Schedule A-1 hereto (each, including their respective successors and assigns, an “Investor” and collectively, the “Investors”) and, with respect to certain sections hereof, Euro Pacific Capital, Inc. and Halter Financial Securities Inc. (the “Lead Placement Agents”).
LOAN REPAYMENT AGREEMENTLoan Repayment Agreement • May 15th, 2012 • Chile Mining Technologies Inc. • Metal mining • New York
This LOAN REPAYMENT AGREEMENT (this “Agreement”), dated as of May 8, 2012, is made entered into by and between Chile Mining Technologies, Inc., a Nevada corporation, (the “Company”) and Halter Financial Group (the “Lender”; together with the Company, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2010 • Latin America Ventures, Inc. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 12, 2010, by and among Latin America Ventures, Inc., a Nevada corporation, (collectively with all predecessors thereof, the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
LOCK-UP AGREEMENTLock-Up Agreement • May 14th, 2010 • Latin America Ventures, Inc. • Blank checks • New York
THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into on May 12, 2010 between the stockholders set forth on the signature page to this Agreement (each, a "Holder") and Latin America Ventures, Inc., a Nevada corporation (the "Company").
Right to Purchase up to _________Shares of Common Stock of Latin America Ventures, Inc. (subject to adjustment as provided herein) MAKE GOOD COMMON STOCK PURCHASE WARRANT Subject to Vesting in accordance with Section 1.3 hereofLatin America Ventures, Inc. • May 14th, 2010 • Blank checks
This Warrant is being issued pursuant to a Securities Purchase Agreement, dated May 12, 2010 (the “SPA”), by and between the Company, Holder and the other parties thereto.
ESCROW AGREEMENTEscrow Agreement • May 14th, 2010 • Latin America Ventures, Inc. • Blank checks • New York
This Escrow Agreement, dated as of May 12, 2010 (this “Agreement”), is entered into by and among Latin America Ventures, Inc., a Nevada corporation (the “Company”), Halter Financial Securities, Inc. (the “Placement Agent”) and Securities Transfer Corporation, with its principal offices located at 2591 Dallas Parkway, Suite 102, Frisco, TX 75034 (the “Escrow Agent”). The Placement Agent and the Company are sometimes each referred to herein as an “Escrowing Party” and collectively, the “Escrowing Parties.”
CHILE MINING TECHNOLOGIES INC. COMMON STOCK PURCHASE WARRANTChile Mining Technologies Inc. • May 15th, 2012 • Metal mining
This Warrant is one of a series of warrants and is being issued pursuant to a Securities Purchase Agreement, dated May 8, 2012 (the “SPA”), by and between the Company, the Initial Holder and the other parties thereto.
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 15th, 2012 • Chile Mining Technologies Inc. • Metal mining • New York
This SUBSIDIARY GUARANTEE dated as of May 8, 2012 (this "Guarantee"), is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (the "Investors") to that certain Securities Purchase Agreement, dated as of the date hereof (the “SPA”), between Chile Mining Technologies, Inc., a Nevada corporation (the "Company") and the Investors.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2010 • Latin America Ventures, Inc. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 12, 2010, among Latin America Ventures, Inc., a Nevada corporation (collectively with all predecessors thereof, the “Company”), Minera Licancabur S.A. (“Minera”) and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
SHARE EXCHANGE AGREEMENT by and among LATIN AMERICA VENTURES, INC. MINERA LICANCABUR S.A. and THE SHAREHOLDERS OF MINERA LICANCABUR S.A. NAMED HEREIN Dated as of May 12, 2010Share Exchange Agreement • May 14th, 2010 • Latin America Ventures, Inc. • Blank checks • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 12, 2010, is by and among Latin America Ventures, Inc., a Nevada corporation (“LAVI”), Minera Licancabur S.A., a Chilean company (“Minera”), and the shareholders of Minera identified on Annex A hereto (each, a “Shareholder” and together the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex B hereto.
ContractLatin America Ventures, Inc. • May 14th, 2010 • Blank checks • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT 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, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
CLOSING ESCROW AGREEMENTClosing Escrow Agreement • May 15th, 2012 • Chile Mining Technologies Inc. • Metal mining • New York
This CLOSING ESCROW AGREEMENT, dated as of May 8, 2012 (this “Agreement”), is entered into by and among Chile Mining Technologies Inc., a Nevada corporation (the “Company”), Euro Pacific Capital, Inc. and Halter Financial Securities Inc. (together the “Placement Agents”) and Escrow, LLC, a Virginia limited liability company (the “Escrow Agent”). The Placement Agents and the Company are sometimes each referred to herein as an “Escrowing Party” and collectively, the “Escrowing Parties.”
CANCELLATION AGREEMENTCancellation Agreement • May 14th, 2010 • Latin America Ventures, Inc. • Blank checks • Nevada
CANCELLATION AGREEMENT, dated May 12, 2010 (this “Agreement”), by and among Latin America Ventures, Inc., a Nevada corporation (the “Company”), and Pierre Galoppi and Halter Financial Investments, LP (each, a “Cancelling Party,” and together, the “Cancelling Parties”).
AIBC International Corp.(SR) 2103 Coral Way, Suite 202 Coral Gables, FL 33145 (305) 856-4228Latin America Ventures, Inc. • May 14th, 2010 • Blank checks • New York
Subject to acceptance of, and fulfillment of the terms, conditions, and preconditions contained herein, AIBC International Corp.(SR) (the "Lender") offers this binding standby credit facility (the "Facility") to Minera Licancabur S.A. (the "Borrower") on the terms specified below.
NOMINEE AGREEMENTNominee Agreement • October 6th, 2010 • Chile Mining Technologies Inc. • Metal mining • New York
THIS AGREEMENT made as of May 12, 2010 between Jorge Osvaldo Orellana Orellana (the “Nominee”) and Latin America Ventures Inc., a Nevada corporation (the “Owner”).
REGISTER OF PUBLIC INSTRUMENTS LOAN CONTRACTLatin America Ventures, Inc. • May 14th, 2010 • Blank checks
In Calama, Republic of Chile, on the thirty-first day of December, two thousand eight, before me JOSE AVENDANO SALAZAR, attorney, Notary Public of the Alternate to the Principal PATRICIO HERNAN CATHALIFAUD MOROSO, according to Economic Decree number two hundred nine of the Third Civil Court of El Loa Calama, with office at Avenida Granaderos number two thousand seven – two thousand nine, there appear JORGE OSVALDO ORELLANA ORELLANA, a Chilean, married under total separation of assets, a geologist, national identity card number six million seven hundred eighty-four thousand eight hundred fifty-eight dash six, domiciled in Calama, calle Latorre number two thousand seventy-seven, in representation of
English Translation) CONTRACTS No. CO-001/2008Latin America Ventures, Inc. • May 14th, 2010 • Blank checks
In Calama, on July 1, 2008, between MINERA LICANCÁBUR S.A., RUT 76.009.516 -8, represented by its General Manager, Miguel Ramírez Cabezas, national identity card number 6.669.223 -K, both domiciled at La Pastora No. 121 Office 201, Las Condes, Santiago, hereinafter "the Customer", "Minera Licancábur", party of the first part; and the party of the second part, the company CONTRATISTA EN GEOLOG¥A, MINER¥A Y CONSTRUCCIÓN JORGE ORELLANA E.I.R.L, RUT 76.458.450 -3, represented by its General Manager, Jorge Osvaldo Orellana Orellana, national identity card number 6.784.858 -6, both domiciled at Av. Latorre No. 2077, commune of Calama, Second Region, hereinafter indistinctly the "Contractor" or "Geominco"; it has been agreed as follows:
ContractChile Mining Technologies Inc. • May 15th, 2012 • Metal mining • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT 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, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
