* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
(1) Angelica Elisa Gonzales is the spouse of Juan Carlos Vilegas. Mr Camus disclaims beneficial ownership of any shares Ms. Gonzalez except to the extent he had any pecuniary interes therein, and Ms. Gonzalez disclaims beneficial ownership of any shares of Mr. Camus except to the extent she had any pecuniary interest therein. |
(2) |
(2) On December 31, 2010, the Issuer issued to Mr. Camus a convertible promissory note in a principle amout of $1,087,000 (the Camus Note"). The Camus Note will be convertible at the converison price of equal to the lesser of $0.01 per share or the lowest share price of any future issuance of Common Stock, other than certain recapitalization events. This conversion right is limited so that Mr. Camus may not convert the Note to the extent such conversion would result in Mr. Camus, the former shareholders of Santa Teresa Minerls, A.G. and their affiliates collectivly holding, in the aggregate, more than 51% of the outstanding Common Stock of the Reporting Person. |
(3) |
On August 16, 2011 the Company entered into an Exchange Agreement with Mr. Camus pursuant to which the Camus Note was cancelled, upon certian terms and conditions, in exchange for $130,000 in cash, 2,000,000 shares of common stock of the Company, valued at a fair value of $1.00 per share, and a new non-convertible promissory note in the amount of $1,000,000 |