Vinoble Inc. Form DEF 14C

DEF 14C 1 von20060711.htm VINOBLE INC. FORM DEF 14C Vinoble Inc. Form DEF 14C

VINOBLE INC DEF 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14 (C)

OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

[ ] Preliminary information statement

[ X ] Definitive information statement

Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))

VINOBLE, INC.

(NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act

Rules 14c-5(g) and 0-11.

(1)	Title of each class of securities to which transaction applies:
	Not Applicable.
(2)	Aggregate number of securities to which transaction applies:
	Not Applicable
(3)	Per unit price or other underlying value of transaction computed
	pursuant to Exchange Act Rule 0-11 (set forth the amount on
	which the filing fee is calculated and state how it was determined):
	Not Applicable.
(4)	Proposed maximum aggregate value of transaction: Not Applicable.
(5)	Total fee paid: Not Applicable.

[ ]	Fee paid previously with preliminary materials.
[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule
	0-11 (a) (2) and identify the filing for which the offsetting fee was paid
	previously. Identify the previous filing by registration statement number, or
	the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid: Not Applicable.
(2)	Form, Schedule or Registration Statement No. : Not Applicable.
(3)	Filing Party: Not Applicable.
(4)	Date Filed: Not Applicable.

VINOBLE, INC.

23852 PACIFIC COAST HIGHWAY, # 167

MALIBU, CA 90265

(310) 456-3199

AMENDMENT NO. 1

INFORMATION STATEMENT PURSUANT TO

SECTION 14(c) OF THE SECURITIES

EXCHANGE ACT OF 1934 AND

RULE 14C PROMULGATED THERETO

NOTICE OF CORPORATE ACTION

BY WRITTEN STOCKHOLDER CONSENT

WITHOUT SPECIAL MEETING OF THE STOCKHOLDERS

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

TO OUR STOCKHOLDERS:

This Information Statement is being furnished to the holders of common stock, par value $.001 per share, of Vinoble, Inc., a Delaware corporation (the “Company”), to advise you of the proposals described below, which have been authorized by the written consent of the Company’s Board of Directors and the holders of a majority of the Company’s outstanding shares of common stock. This action is being taken in accordance with the requirements of the Delaware General Corporation Law (the "DGCL"). This Information Statement will serve as written notice to stockholders pursuant to Section 222 of the DGCL.

The Company's Board of Directors determined that the close of business on May 26, 2006 was the record date ("Record Date") for the stockholders entitled to notice about the proposals authorizing:

1.	A change of the Company’s name to “Matrixx Resource Holdings, Inc.;

2.	Approval of that certain Purchase Agreement by and between the Company and Overseas Investment Banking Alliance, S.A. dated October 13, 2005, to purchase the Hazard Lake Property, a 355-hectare gold mining property in the Red Lake District in Ontario, Canada; and

3.	Approval of that certain Purchase Agreement by and between the Company and Sterling Grant Capital, Inc. dated November 15, 2005, to purchase a five percent interest in the Clovelly Prospect, an oil and gas property in the Lafourche Parish, Louisiana.

Under Section 222 of the DGCL, proposals by stockholders may be taken without a meeting, without prior notice, by written consent of the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize the proposals at a meeting at which all shares entitled to vote thereon were present and voted. On that basis, stockholders holding a majority of the outstanding shares of capital stock entitled to vote approved the three above proposals. No other vote or stockholder action is required. You are being provided with notice of the approval of these proposals by written consent of the stockholders owning a majority of the outstanding voting securities of the Company entitled to vote thereon.

As of the Record Date, there were 104,721,648 shares of common stock, 100 shares of Series A Convertible Preferred Stock and 100 shares of Series B Preferred Stock issued and outstanding. The common stock, Series A Convertible Preferred Stock and Series B Preferred Stock constitute the sole outstanding classes of voting securities of the Company. Each share of common stock entitles the holder thereof to one vote on all matters submitted to a vote of the stockholders. Each share of Series A Convertible Preferred Stock entitles the holder thereof to one vote on all matters submitted to a vote of the stockholders, and each share of Series B Preferred Stock entitles the holder thereof to 1,000,000 votes on all matters submitted to a vote of the stockholders.

Stockholders holding an aggregate of 58,295,528 shares of common stock, or 55.6% of the votes entitled to be cast at a meeting of the Company's stockholders, consented in writing to the three proposals. The sole holder of all shares of Series A Convertible Preferred Stock and Series B Preferred Stock also consented in writing to the three proposals.

On May 15, 2006, the Board of Directors approved each of the three proposals referred to in this Information Statement. This Information Statement will first be mailed to stockholders on or about May 28, 2006, and is being furnished for informational purposes only.

The executive offices of the Company are located at 23852 Pacific Coast Highway, Malibu, California 92065. The Company's telephone number is (310) 456-3199.

The Company will pay all expenses associated with furnishing this Information Statement, including the costs of preparing, assembling and mailing this Information Statement. Additionally, the Company has made written requests of brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the common stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.

The Board of Directors does not know of any matters, other than those described hereinabove, that require approval by the stockholders of the Company and for which notice is to be given to the stockholders.

This Information Statement will serve as written notice to the Company's stockholders pursuant to Section 222 of the DGCL.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Catherine Thompson

Catherine Thompson

Chief Executive Officer

23852 Pacific Coast Highway

Malibu, California 92065

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

This Information Statement is being furnished to the stockholders of the Company to advise them of the three proposals described herein, each of which have been authorized by the written consent of stockholders owning a majority of the outstanding voting securities of the Company entitled to vote thereon. This action is being taken in accordance with the requirements of the DGCL. This Information Statement will serve as written notice to stockholders pursuant to Section 222 of the DGCL.

The Company's Board of Directors determined that the close of business on May 26, 2006 was the record date ("Record Date") for the stockholders entitled to notice about the proposals authorizing:

1.	A change of the Company’s name to “Matrixx Resource Holdings, Inc. (the “Name Change”);

Approval of that certain Purchase Agreement by and between the Company and Overseas Investment Banking Alliance, S.A. dated October 13, 2005, attached hereto as Exhibit “A” (the “Hazard Lake Agreement”), to purchase the Hazard Lake Property, a 355-hectare gold mining property in the Red Lake District in Ontario, Canada; and

Approval of that certain Purchase Agreement by and between the Company and Sterling Grant Capital, Inc. dated November 15, 2005, attached hereto as Exhibit “B” (the “Clovelly Agreement”), to purchase a five percent interest in the Clovelly Prospect, an oil and gas property in the Lafourche Parish, Louisiana.

Under Section 222 of the DGCL, action by stockholders may be taken without a meeting, without prior notice, by written consent of the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote thereon were present and voted. On that basis, the stockholders holding a majority of the outstanding shares of common stock entitled to vote approved these proposals. No other vote or stockholder action is required. You are being provided with notice of the approval of these proposals by written consent of the stockholders owning a majority of the outstanding voting securities of the Company entitled to vote thereon.

PROPOSALS

Approval of the following proposals requires the consent of a majority of the issued and outstanding common stock and preferred stock of the Company. As of the Record Date, the Company had 104,721,648 shares of common stock, 100 shares of Series A Convertible Preferred Stock and 100 shares of Series B Preferred Stock issued and outstanding.

A majority of the issued and outstanding common stock of the Company consists of 104,721,648 shares. Stockholders holding a total of 58,295,528 shares of common stock, or 55.6% of our issued and outstanding common stock, have voted in favor of each of the three proposals via written consent. The sole holder of all shares of Series A Convertible Preferred Stock and Series B Preferred Stock also consented in writing to the three proposals.

The three proposals requiring consent from a majority of the issued and outstanding common stock of the Company are as follows:

PROPOSAL ONE:

AMENDMENT TO OUR CERTIFICATE OF

INCORPORATION TO CHANGE OUR NAME

TO “MATRIXX RESOURCE HOLDINGS, INC.”

The name change is being undertaken in conjunction with the change in our business as described below. The name change will become effective upon the filing of the amendment to our Certificate of Incorporation with the Delaware Department of State, Division of Corporations.

Our Board of Directors has approved Proposal One. Stockholders holding a majority of our issued and outstanding common and preferred stock have approved Proposal One via written consent.

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

PROPOSAL TWO:

APPROVAL OF THE HAZARD LAKE AGREEMENT

On October 13, 2005, we entered into that certain Purchase Agreement (the "Hazard Lake Agreement") with Overseas Investment Banking Alliance, S.A. (“Overseas”), attached hereto as Exhibit “A”, to purchase the Hazard Lake Property, a 355-hectare gold mining property in the Red Lake District in Ontario, Canada. The Hazard Lake Agreement has been (i) unanimously approved by our Board of Directors, (ii) approved by a majority of the issued and outstanding common stock of the Company, (iii) approved by the sole holder of all issued and outstanding shares of Series A Preferred Stock and Series B Preferred Stock.

The Hazard Lake Agreement calls for an aggregate purchase price of $397,000, of which $197,000 is to be paid in cash (of which $67,000 has been prepaid), with the balance represented by a note for $130,000, payable in annual installments as follows: $25,000 on March 15, 2006, $30,000 on March 15, 2007, $35,000 on March 15, 2008, and $40,000 on March 15, 2009. As the transaction has yet to be fully executed, Overseas has extended the payment date to coincide with the closing of the acquisition. The Company has also issued 2,000,000 shares of Common Stock to Overseas. These shares were delivered from the 12,500,000 shares issued to GarcyCo Capital Corp. (“GCCC”) pursuant to the terms of the Agreement with GCCC. The Hazard Lake Agreement values the shares at $200,000 or $0.10 per share based on the current market price on the date of the purchase agreement. However, the 12,500,000 Escrowed shares were valued at $0.40 per share when issued to GCCC and, therefore, the Company is required to value the 2,000,000 shares transferred to Overseas at $0.40 per share for an aggregate value of $800,000, thus making the total purchase price to Vinoble $997,000. It is possible that in the future the Company will be required to recognize an impairment of its interest in the value of the Hazard Lake Property.

PROPOSAL THREE:

APPROVAL OF THE CLOVELLY AGREEMENT

On November 15, 2005, we entered into that certain Purchase Agreement (the "Clovelly Agreement") with Sterling Grant Capital, Inc., attached hereto as Exhibit “B”, to purchase a five percent interest in the Clovelly Prospect, an oil and gas property in the Lafourche Parish, Louisiana. The Clovelly Agreement has been (i) unanimously approved by our Board of Directors, (ii) approved by a majority of the issued and outstanding common stock of the Company, (iii) approved by the sole holder of all issued and outstanding shares of Series A Preferred Stock and Series B Preferred Stock.

The Clovelly Agreement calls for an aggregate purchase price of $115,000, of which $15,000 is to be paid in cash and the balance of $100,000 is to be paid with the issuance of 2,000,000 shares of registered Common Stock. The deposit of $15,000 was paid and is not refundable except in the event of significant title defects. The shares were delivered on January 30, 2006 from the 12,500,000 shares issued to GCCC pursuant to the terms of the Agreement with GCCC. The shares are to be registered at a later date. The Clovelly Agreement values the shares at $100,000 or $0.05 per share based on the current market price on the date of the Clovelly Agreement. However, the 12,500,000 escrowed shares were valued at $0.40 per share when issued to GCCC and, therefore, the Company is required to value the 2,000,000 shares transferred to Sterling at $0.40 per share for an aggregate value of $800,000, thus making the total purchase price to Vinoble $815,000. It is possible that in the future the Company will be required to recognize an impairment in the value of its interest in the Clovelly investment.

CONCLUSION

As a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the three proposals set forth herein. As the requisite majority stockholder vote for the three proposals, as described in this Information Statement, has been obtained from a majority of our stockholders via written consent, WE ARE NOT ASKING FOR A PROXY FROM YOU AND YOU ARE REQUESTED NOT TO SEND US ONE. This Information Statement is intended to provide you with information required by the rules and regulations of the Securities and Exchange Act of 1934, as amended.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Information Statement on Schedule 14C to be executed on its behalf by the undersigned.

/s/ Catherine Thompson

Catherine Thompson

Chief Executive Officer

23852 Pacific Coast Highway

Malibu, California 92065

Exhibit "A"

PURCHASE AGREEMENT

between

VINOBLE, INC.

(PURCHASER)

and

OVERSEAS INVESTMENT BANKING ALLIANCE, S.A.

(SELLER)

TABLE OF CONTENTS


		Page
ARTICLE 1 PLAN OF ARRANGEMENT		1
1.1	Purchase of Hazard Lake Gold Mine	1
1.2	Purchase Price	1
1.3	Joint Venture Operating Agreement	1
1.4	Covenant to Finance	1
1.5	National Instrument 43-101 Report	2
1.6	Unwinding of Transaction	2
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF VINOBLE		2
2.1	Incorporation, Common Stock, Etc	2
2.2	Corporate Records and Minute Book	2
2.3	Company Financial Statements	2
2.4	Litigation	3
2.5	Compliance with Laws	3
2.6	No Material Adverse Change	3
2.7	Corporate Action of Company	3
2.8	Representations True and Correct	3
2.9	Indemnification	3
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF OVERSEAS		3
3.1	Incorporation, Common Stock, Etc.	3
3.2	Hazard Lake Property	3
3.3	No Defaults	4
3.4	Corporate Action of Overseas Investment Banking Alliance, S.A.	4
3.5	Taxes		4
3.6	Representaions True and Correct		4
ARTICLE 4 CONDITIONS TO THE OBLIGATIONS OF VINOBLE TO CLOSE			4
4.1	Representations, Warranties and Covenants		4
4.2	Covenants		5
4.3	Certificate		5
4.4	Proceedings		5
ARTICLE 5 CONDITIONS TO THE OBLIGATIONS OF OVERSEAS TO CLOSE			5
5.1	Representations, Warranties and Covenants		5
5.2	Covenants		5
5.3	Proceedings		5
5.4	Documents		5
5.5	Certificate		5
5.6	National Instrument 43-101 Report		5
ARTICLE 6 MISCELLANEOUS PROVISIONS			6
6.1	Survival of Representations and Warranties		6
6.2	Notices		6
6.3	Closing		6
6.4	Entire Agreement		6
6.5	Captions		7
6.6	Governing Law		7
6.7	Waivers		7
6.8	Counterparts		7
6.9	Successors		7
6.1	Jurisdiction: Service of Process		7
6.11	Confidentiality		7
6.12	Binding Agreement		8

SCHEDULE A: PROMISSORY NOTE			9
SCHEDULE B: HAZARD LAKE PROPERTY DESCRIPTION			13

PURCHASE AGREEMENT

This Purchase Agreement (the "Definitive Agreement" or "Agreement") dated as of the 13th day of October, 2005, is by and amongst Vinoble, Inc., a Delaware corporation (hereinafter referred to as "Vinoble" or "Company") Overseas Investment Banking Alliance, S.A., a Panamanian corporation (hereinafter referred to as the "Seller", "Overseas Investment Banking Alliance, S.A." or "OVERSEAS").

WHEREAS the Seller is the holder of the Hazard Lake Property (as described in Schedule "A" hereto and hereinafter referred to as the "Hazard Property");

AND WHEREAS, Seller and Purchaser wish to detail and complete the sale of 100% of its interest in the Hazard Property to Vinoble on the terms set forth in this Agreement to be desirable, generally to the welfare and advantage of each, and in the best interests of each.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants herein contained, and for the purpose of prescribing the terms and conditions of such acquisition, the mode of carrying it into effect, and such other details and provisions as are necessary or desirable, the parties hereto hereby represent, warrant, covenant and agree as follows:

ARTICLE 1

PLAN OF ARRANGEMENT

1.1

Purchase of Gold Prospect

OVERSEAS agrees to sell and assign and Vinoble agrees to purchase and accept 100% of OVERSEAS's interest; being a net 98% interest to Vinoble; in the Hazard Property ("OVERSEAS’s Interests") at the price (the "Purchase Price") set forth in Paragraph 1.2 below.

1.2

Purchase Price

The Purchase Price will equal US $397,000.00. Vinoble, on closing, agrees to issue 2,000,000 common shares ("Vinoble shares") to OVERSEAS for 100% of OVERSEAS’s Interests. The Parties agree that the value of the Vinoble shares will be $0.10 per share US Funds. Vinoble further agrees to pay Seller $67,000 in cash of which $67,000 has been prepaid to date and issue a promissory note to OVERSEAS for the amount of US $130,000.00 payable over a four year period (see exhibit “A”).

1.3

Delivery of Shares of the Company

Subject to the further conditions of this Agreement and the truth of the representations and warranties provided herein, the Company agrees to issue to Overseas Investment Banking Alliance, S.A. at the Closing Two Million (2,000,000) Vinoble shares. Said shares shall be issued subject to the exemption as provided under Section 4 (2) of the Securities Act of 1933. Vinoble agrees to prepare and file registration for such shares as soon as financially practical.

1.4

Covenant to Finance

Vinoble will use reasonable commercial efforts to raise US $1,000,000 in equity financing, with a minimum of $350,000 from a public offering by January 31^st, 2006, said proceeds to be used for the purpose of an exploration program on the Hazard Property. The recommended work as provided in the Technical Report Dated September 2005 suggests for a budget of $110,000 involving compiling all of the old exploration data in order to properly define the next drill targets, followed by a 700 metre drill program.

1.5

National Instrument 43-101 Report

OVERSEAS will has delivered a report from Desmond Cullen that complies with National Instrument 43101 to ensure that the Hazard Property meets the Canadian securities regulatory authorities requirements. Overseas Investment Banking Alliance, S.A. share bear 100% of the cost responsibility for the completion of the report. Vinoble shall bear the financial responsibility of all U.S. SEC filings and the inclusion of the report as required to be filed with the SEC.

1.6

Unwinding of Transaction

In the event that Vinoble has not performed its obligations to OVERSEAS on the promissory note or should Vinoble not be trading on the OTCBB within twelve (12) months from the Closing, OVERSEAS may, at any time after twelve (12) months from the Closing terminate and unwind this Transaction upon written notice to Vinoble. Upon receipt of such written notice of termination and unwind, Vinoble shall promptly transfer all of OVERSEAS’s Interest free and clear of any encumbrances created by, through or under that party, subject to prorating, back to OVERSEAS. OVERSEAS shall simultaneously transfer a maximum of 500,000 Vinoble Shares free and clear of any encumbrances created by, through or under that party, to Vinoble. The Vinoble interest in the Hazard Property transferred to OVERSEAS will be prorated if OVERSEAS transfers less than 500,000 shares to Vinoble. Following such termination, unwinding and transfers, the Parties shall have no further obligations under the Memorandum of Understanding or this Agreement, except for the Binding Provision of the Memorandum of Understanding.

During the twenty-four (24) months after the Closing, Vinoble shall not transfer, sell or otherwise encumber OVERSEAS’s Interest, without OVERSEAS’s written approval. The Parties agree that this condition shall be nullified as Vinoble has paid in full the promissory note and is fully trading on the OTCBB and/or TSX-V and maintained, as current in SEC and/or TSX required filings and reporting.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF VINOBLE

Vinoble represents and warrants to Seller that:

2.1

Incorporation, Common Stock, Etc

Company is a corporation duly organized and existing in good standing in the state of Delaware. Vinoble has full corporate power and authority to carry on its business as it is now being conducted and to own and operate its assets, businesses and properties. Vinoble has authority to issue an amount up to and including 400,000,000 shares, of which approximately 30,000,000 common shares will be issued and outstanding at Closing. Notwithstanding the foregoing, nothing shall prevent Vinoble from issuing additional shares of its common stock between the dates of execution of this Agreement and Closing provided the issuance of the common stock has been duly authorized by the Company’s Board of Directors.

2.2

Corporate Records and Minute Book

The corporate records and minute books of Vinoble contain all documents, by-laws and notices of Vinoble and complete and accurate minutes of all meetings of the directors and shareholders of Vinoble held since its incorporation and all written resolutions of the directors and shareholders of Vinoble since its incorporation. All such meetings were duly called and held and all resolutions were duly passed. The corporate registers of Vinoble are complete and accurate in all material respects and have been maintained in conformity with the provisions of its documents and applicable laws.

2.3

Company Financial Statements

All financial statements will be prepared in conformity with generally accepted accounting principles.

2.4

Litigation

There are no actions, suits, proceedings, or investigations pending or, to the best of its knowledge, threatened or contemplated against Company at law or in equity, before any federal, state, provincial, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign. The Company is not subject to any outstanding judgments or operating under or subject to or in default with respect to any order, writ, injunction or decree of any court or federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign.

2.5

Compliance with Laws

The Company has complied in all material respects with all laws, regulations, orders, domestic and foreign, and neither the present uses by Company of its properties nor the conduct of its business violate any such laws, regulations, orders or requirements, and the Company has not received any notice of any claim or assertion that it is not so in compliance.

2.6

No Material Adverse Change

At Closing, there will be no material adverse change in the financial condition of the Company from the date hereof

2.7

Corporate Action of Company

The Board of Directors of the Company has duly authorized the execution and delivery of this Agreement. This Agreement constitutes a valid, legal and binding agreement of Company and is enforceable in accordance with its terms.

2.8

Representations True and Correct

This Agreement and the Schedules attached hereto do not contain any untrue statement of a material fact concerning Company or omit any material fact concerning Company which is necessary in order to make the statements therein not misleading. All of the representations and warranties contained herein (including all statements contained in any certificate or other instrument delivered by or on behalf of the Shareholders pursuant hereto or in connection with the transactions contemplated hereby) shall survive the Closing.

2.9

Indemnification

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF OVERSEAS INVESTMENT BANKING ALLIANCE, S.A.

Company represents and warrants to Vinoble and its Shareholders that:

3.1

Incorporation, Common Stock, Etc.

Overseas Investment Banking Alliance, S.A. is a corporation duly organized and existing in good standing under the laws of Panama. The Company has full corporate power and authority to carry on its business as it is now being conducted and to own and operate its assets, businesses and properties.

3.2

Hazard Lake Property

The Seller owns 98% of the interest in the Hazard Lake Property located in Ontario, Canada.

3.3

No Defaults

Neither the execution nor delivery of this Agreement nor the consummation of the contemplated transaction are events which, of themselves or with the giving of notice or passage of time or both, could constitute a violation of or conflict with or result in any breach of or default under the terms, conditions or provisions of any judgment, law or regulation or of Overseas Investment Banking Alliance, S.A.’s Certificate of Incorporation or Bylaws, or of any agreement or instrument to which Overseas Investment Banking Alliance, S.A. is a party or by which it is bound; or could result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever on the property or assets of Overseas Investment Banking Alliance, S.A.; and no consent of any third party except as expressly contemplated herein is required for the consummation of this Agreement by Overseas Investment Banking Alliance, S.A. or its assigns at its sole discretion.

3.4

Corporate Action of Overseas Investment Banking Alliance, S.A.

The Board of Directors of Overseas Investment Banking Alliance, S.A. has duly authorized the execution and delivery of this Agreement. This Agreement constitutes a valid, legal and binding agreement of Overseas Investment Banking Alliance, S.A. and is enforceable in accordance with its terms.

3.5

Taxes

As of the date hereof, Overseas Investment Banking Alliance, S.A. has no knowledge of any tax deficiency, which has been or might be asserted against Overseas Investment Banking Alliance, S.A., which would materially and adversely affect the business or operations of Overseas Investment Banking Alliance, S.A. or the Hazard Property.

3.6

Title to Property

Overseas Investment Banking Alliance, S.A. has purchased an interest in the Hazard Property free and clear of all liens, encumbrances, charges or restrictions or which are not materially significant or important in relation to its operations and business. Overseas Investment Banking Alliance, S.A. or its assigns either owns all such properties as are necessary to its operations as now conducted.

3.7

Representations True and Correct

This Agreement and the Schedules attached hereto do not contain any untrue statement of a material fact concerning Company or omit any material fact concerning Overseas Investment Banking Alliance, S.A. which is necessary in order to make the statements therein not misleading. All of the representations and warranties contained herein (including all statements contained in any certificate or other instrument delivered by or on behalf of Overseas Investment Banking Alliance, S.A.) shall survive the closing.

ARTICLE 4

CONDITIONS TO THE OBLIGATIONS OF VINOBLE TO CLOSE

The obligations for Vinoble under this Agreement are, at the option of Overseas Investment Banking Alliance, S.A., subject to the fulfillment of the following conditions at, or prior to, the closing date by Vinoble:

4.1

Representations, Warranties and Covenants

All representations and warranties of Company contained in this Agreement and in any statement, certificate, schedule or other document delivered by Company pursuant hereto or in connection herewith shall have been true and accurate in all respects as of the date when made and as of the Closing Date.

4.2

Covenants

Company shall have substantially performed and complied with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by them prior to, or at, the Closing Date.

4.3

Certificate

Company shall have delivered to Overseas Investment Banking Alliance, S.A. a certificate of the President of Company, dated the Closing Date, certifying to the fulfillment of the conditions set forth in Section 4.1 and 4.2.

4.4

Proceedings

No action or proceedings shall have been instituted or threatened against the Company, which could materially adversely affect the business of the Company. Except as set forth in this Agreement, no action or proceedings shall have been instituted or threatened against any of the parties to this Agreement or their directors or officers before any court or governmental agency to restrain, prohibit or obtain substantial damages in respect of this Agreement or the consummation of the transactions contemplated hereby.

ARTICLE 5

CONDITIONS TO THE OBLIGATIONS OF OVERSEAS INVESTMENT BANKING ALLIANCE, S.A. TO CLOSE

The obligations Overseas Investment Banking Alliance, S.A. under this Agreement are, at the option of Vinoble, subject to the fulfillment of the following conditions at, or prior to, the closing date by Overseas Investment Banking Alliance, S.A.:

5.1

Representations, Warranties and Covenants

All representations and warranties of Overseas Investment Banking Alliance, S.A. contained in this Agreement and in any statement, certificate, schedule or other document delivered pursuant hereto, or in connection herewith, shall have been true and accurate in as much as Overseas has done its due diligence as of the date when made and as of the Closing Date.

5.2

Covenants

Overseas Investment Banking Alliance, S.A. shall have substantially performed and complied with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by it prior to, or at, the Closing Date.

5.3

Documents

This Agreement is expressly conditioned on the Seller providing all documents considered necessary or desirable by Vinoble and its legal counsel to establish the interest of Overseas Investment Banking Alliance, S.A. to the Hazard Property and the appropriate documents to assign an interest to Vinoble.

5.4

National Instrument 43-101 Report

On September 15, 2005, Overseas Investment Banking Alliance, S.A. delivered a report from Mr. Cullen that complies with National Instrument 43-101 to ensure that the Hazard Property meets the Canadian Securities Regulatory Authority requirements as a major transaction.

ARTICLE 6

MISCELLANEOUS PROVISIONS

6.1

Survival of Representations and Warranties

The Company and Seller agree all representations and warranties contained herein or made hereunder shall survive the Closing, except that any breach disclosed in writing to either party prior to Closing is waived by such party if it elects to close notwithstanding such breach.

6.2

Notices

All notices, demands and other communications, which may or are required to be given pursuant to this Agreement shall be given or made when personally delivered or when deposited in the United States Mail or International Courier service, first class, postage pre-paid, addressed as follows:

If to Vinoble:

Vinoble, Inc.

23852 Pacific Coast Highway, Suite 201

Malibu, CA 90265

Fax Number: (310) 456-1778

or to such other address as Vinoble may, from time to time, designate by Notice to Overseas Investment Banking Alliance, S.A.

If to Overseas Investment Banking Alliance, S.A.:

Overseas Investment Banking Alliance, S.A.

999 Canada Place, suite 404

Vancouver, BC V6C 3E2

CANADA

Fax Number: (562) 983-8124

or to such other addresses as Overseas Investment Banking Alliance, S.A. may, from time to time, designate by notice to Vinoble.

6.3

Closing

The closing date for the within transaction shall be on or near December 15, 2005 unless otherwise agreed to by the parties.

6.4

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes and cancels any and all prior agreements between the parties relating to its subject matter. The representations, warranties, covenants and conditions of the obligations of the parties hereto may not be orally amended, modified or altered, but may be amended, modified or altered in a writing signed by each of the parties, whether before or after the meeting of shareholders of Company contemplated herein.

6.5

Captions

The captions of Articles and Sections of Articles hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

6.6

Governing Law

This agreement will be governed by and construed under the laws of the republic of Panama without regard to conflicts of laws principles.

6.7

Waivers

Any failure of either party hereto to comply with any of its obligations or agreements, or to fulfill conditions herein contained may be waived in writing by the other party. No waiver by any party of any condition or the breach of any provision, term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, shall be deemed to be or construed as a further or continuing waiver of any such condition or of the breach of any other provision, term, covenant, representation, or warranty of this Agreement.

6.8

Counterparts

This Agreement may be executed in several counterparts and all so executed shall constitute one agreement, binding upon all of the parties hereto, notwithstanding that not all of the parties are signatory to the original or the same counterpart.

6.9

Successors

The terms covenants and conditions of the Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

6.10

Jurisdiction: Service of Process

Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Letter may be brought against any of the parties in the courts of the republic of Panama and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

6.11

Confidentiality

Except as and to the extent required by law, the Parties will not disclose or use, and will direct its representatives not to disclose or use to the detriment of the other Party, any Confidential Information (as defined below) furnished, or to be furnished, by either Party or their respective representatives at any time or in any manner other than in connection with its evaluation of the Transaction proposed in this Letter. For purposes of this Paragraph, "Confidential Information" means any information about the Parties stamped "confidential" or identified in writing as such to the other Party promptly following its disclosure, unless (i) such information is already known to the Party or its representatives or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of the Party or its representatives, (b) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Transaction, or (c) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings. Upon the written request of the Party, the other Party will promptly return to the Party or destroy any Confidential Information in its possession and certify in writing to the Party that it has done so.

6.12

Binding Agreement

This agreement represents the entire agreement among the parties hereto with respect to the matters described herein and is binding upon and shall inure to the benefit of the parties hereto and their legal representatives.

SELLERS:

______________________________________________

Overseas Investment Banking Alliance S.A. Date

By: Fernando Sandigo

Its: Managing Director

PURCHASER:

Vinoble, Inc.

______________________________________________

Catherine Thompson, Date

CFO, Secretary

SCHEDULE "B"

HAZARD LAKE PROPERTY

The Hazard Lake Property is approximately 355 hectares and lies within the Birch-Uchi Greenstone Belt of the western Uchi Subprovince of NW Ontario. The Most significant mineralization discovered on the Hazard Lake property to date is at the Northgate and Milberry occurrences. The Northgate tested with one hole intersecting 0.4 ounces per ton Au over 3.3 Feet at 500 feet deep. The Red Lake district is a well known mining camp based on Archaean greenstone rocks which contains Placer Dome's old Campbell mine and Goldcorp's Red Lake mine which is described as the lowest cost, highest grade mine in the world. Red Lake's high-grade zone has been producing at a grade of 2 oz/ton (61.4 g/t). The Campbell mine has a reserve grade of 0.5 oz/ton and has enjoyed a reserve grade of more than 0.6 oz/ton. More than 20 million ounces of gold have been produced in the Red Lake district over the past 100 years worth approximately $8.6 Billion at today's value.

The Madsen mine property produced 2.9 million ounces of gold grading around 9 g/t. The property has a resource of 1.5 million ton grading 10 g/t and Placer has spent C$8.4 million to produce a feasibility study due by the end of 2006. Meanwhile, Goldcorp is exploring around the old Cochenour mine, which was the fourth largest and second highest-grade mine in the district producing over 1 million ounces between 1936 and 1971 at an average grade of 0.54 oz/ton. Newmont has taken interest in the Birch Uchi belt, which is the eastern extension of the Red Lake belt. It has not undergone a lot of exploration and is considered to have the same geology and potential as Red lake.

The mineralization at the Milberry Occurrence is believed to be the extension of the Hill-Sloan-Tivy vein north of the property. The vein can be traced for a length of 228 meters. Drilling on the Milberry Occurrence has returned assays up to 107.31 g/t Au over 0.91 meters, 151.54 g/t over 0.67 meters, 81.94 g/t over .76 meters, and 44.29 g/t Au over .91 meters.

Exhibit “B”

Sterling Grant Capital Inc.

Suite 401 - 1050 Burrard St.

Vancouver, BC V6Z 2S3

____________________

PHONE: (604) 629-8603

FAX: (604) 683-2883

SG@TELUS.NET

November 15, 2005

Vinoble Inc.

23852 Pacific Coast Hwy

Suite 167

Malibu, CA 90265

Attention: Mrs. Catherine Thompson

Dear Catherine:

RE: CLOVELLY SOUTH

Sun Oil & Gas, Inc. (“Sun”) acquired a 10% working interest in the Clovelly Prospect in February 2005. The outlook then was that the test-well Allain-Lebreton #2 was going to be drilled in the second quarter of 2005. A payment of $27,630 was made to ORX Resources, Inc. (“ORX” or the “Operator”) as part reimbursement of the “sunk cost”.

Drilling was delayed and the corporate direction of Sun changed. As a consequence I resigned as its President and Sterling-Grant was assigned the property in lieu of compensation due to me and Sterling-Grant.

As per the MOU dated September 9, 2005, please find attached the Letter Agreement for the acquisition by Vinoble Inc. of, and participation in, 5% (five percent) working interest of the Clovelly Allain-Lebreton #2 prospect. The transfer and sale is subject to the approval by ORX, the operator for the property.

Sincerely,

Peter Wilson

Sterling Grant Capital Inc.

President

Attached: Proposed Definitive Letter Agreement

Letter Agreement

1. Vinoble, Inc. (the “Buyer”) agrees to purchase from Sterling Grant Capital Inc. (the “Seller”) a 5% (five percent) working interest in the property known as the Clovelly Prospect, which ORX purchased from Coastline Oil & Gas Inc, all as more particularly described in the Agreement between ORX and Coastline, a copy of which is attached as Exhibit “A” (the “Property”). The agreed total consideration payable by the Buyer to the Seller for the Property is US $15,000 (fifteen thousand US dollars) (the “Cash-component”) and 2,000,000 (two million) registered common shares (the “Shares”), together referred to as the “Purchase Price”.

2. This Agreement shall be considered null, void and of no further force and effect unless on or before 5 pm, Friday, December 2, 2005 in Vancouver, BC, the Buyer pays to Seller an earnest money deposit in the amount of US $15,000 (fifteen thousand US dollars), (the “Deposit”). On or before said date Buyer shall tender the Deposit to Seller by wire transfer to the account of “Sterling Grant Capital, Inc., Account No. 400 234 1, at The Royal Bank of Canada, West Vancouver, BC Institution # 003, Branch # 08480, ABA No. 021-000-021,Swift Code- royccat2.” The Deposit shall be applied against the Cash-component of the Purchase Price. The Deposit shall NOT be refundable to the Buyer except in the event of significant title defects (i.e. if 90% or more of the title to the Assets cannot be cured by ORX on or before the hereinafter defined “Closing Date”) or the refusal of ORX to approve the transfer of the Property to the Seller.

3. The “Effective Date” of the purchase and sale shall be November 16, 2005. Closing shall occur at a mutually agreed location on or before January 2, 2006 (the “Closing Date”). At Closing the Buyer shall tender the Shares. Simultaneously, the Seller shall deliver the consent from ORX for the transfer of the Property. Buyer agrees to execute the assignment as Assignee with ORX as an event subsequent to Closing. One set of original and fully executed assignment(s) shall be sent for recording in Calcasieu and Allen Parishes, Louisiana immediately following Closing.

4. Buyer, and its representatives, shall be entitled to conduct a due-diligence review of the Property at the sole risk and expense of Buyer. Such due-diligence review must be completed by Buyer not less than five days prior to Closing. Seller shall provide Buyer and its representative’s access to Seller’s offices during normal business hours at which Buyer shall be permitted to review Seller’s files and other relevant information regarding the Property.

5. All expenses incurred by Buyer in connection with or related to the submission of this offer, the contemplated transaction, and all other matters relevant to Closing, including without limitation, all fees and expenses of counsel, accountants and financial advisors employed by the Buyer shall be borne solely and entirely by Buyer.

6. Buyer and Seller agree that the terms and conditions of this Agreement as well as all data and information provided to Buyer by Seller shall be treated as confidential and shall not be disclosed to any third party without the prior written consent of the parties hereto, except as may be required by law. In the event Closing does NOT occur or this Agreement otherwise becomes null and void Buyer agrees to return to Seller any and all information regarding the Property that were provided to Buyer by Seller.

7. The parties hereto agree to comply with any and all applicable laws, rules and regulations affecting the Property and the contemplated transaction.

Agreed to and accepted this 15th day of November, 2005 by the Seller:

Sterling Grant Capital, Inc.

By: ____________________________________________

Peter Wilson, President

Agreed to and accepted this 15th day of November, 2005

by Buyer:

Vinoble, Inc.

By: ____________________________________________

Catherine Thompson, Director