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06/14/15 4:49 PM

#247647 RE: DCALongRun #247644

Since you aren't here all the time, let me explain.
Annual Distribution of Interest
ITEM 1.01. has nothing to do with ITEM 2.01.

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Annual 8% interest earned on previous Class B's paid by more Class B's to all Class B shareholders, including MSF.

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

n May 5, 2015, effective April 30, 2015, the Company entered into a Securities Purchase Agreement (the "Agreement") with MSF International, Inc. a Belize corporation (the "Purchaser") for the sale to the Purchaser of all the Company's rights and title and interest in its (i) Chiligatoro Hydro-Electric Project and its earned interest therein; (ii) Iscan Hydro-Electric Project and its 10% royalty interest therein; and (iii) its Syab Wind Project and its 6% royalty interest therein (the “Assets”) .
The purchase price shall consist of the assumption of Thirty Two Thousand Six Hundred Forty-two US Dollars ($32,642) of certain accounts payable of the Company and a note in the principal amount of Six Hundred Eighty Two Thousand Eight Hundred Fifty US Dollars ($682,850) Dollars, accruing interest at a rate of 5% per annum, with interest payable quarterly commencing September 1, 2015 and the principal balance thereof and accrued and unpaid interest due and payable twelve (12) months after the date of its closing.

The foregoing description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, attached as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.
http://www.sec.gov/Archives/edgar/data/1451514/000145151415000013/minerco8k-05082015.htm