WEB NEWS Acquisition Activity
On July 16, 2012 we entered into a share purchase agreement (the “Share Purchase Agreement ”) with Jin Xin Copper Holding Limited (“Jin Xin ”) and Ng Hoi Fung (“NG ,”) the sole shareholder of the common shares of Jin Xin (the “Common Shares .”) Pursuant to the Agreement, we purchased 10,000 Common Shares from NG for an aggregate purchase price of $1,471,075 and acquired a 20% ownership in Jin Xin (the “First Tranche .”) The aggregate purchase price of $1,471,075 was previously paid by our company to Jin Xin through a series of refundable deposits.
The Share Purchase Agreement modifies and represents a partial closing of the Letter of Intent dated August 12, 2009 (the “Letter of Intent ”) and the Letter of Agreement dated December 19, 2009 (the “Letter of Agreement ”) between our company and JinXin.
In addition to the details of the purchase and sale of the 10,000 Common Shares, the Share Purchase Agreement states that the parties intend to complete a second tranche of this transaction whereby our company will acquire an additional amount of Jin Xin Common Shares from NG (the “Second Tranche .”) Upon completion of the Second Tranche, we intend to hold at least a majority of the issued and outstanding shares of Jin Xin. The purchase price and the exact number of Common Shares to be obtained by us in the Second Tranche will be determined at a later date and agreed to in a separate agreement between the parties.
Reverse Merger Activity
On July 16, 2012 we entered into a share purchase agreement (the “Share Purchase Agreement”) with Jin Xin Copper Holding Limited (“Jin Xin”) and Ng Hoi Fung (“NG,”) the sole shareholder of the common shares of Jin Xin (the “Common Shares.”) Pursuant to the Agreement, we purchased 10,000 Common Shares from NG for an aggregate purchase price of $1,471,075 and acquired a 20% ownership in Jin Xin (the “First Tranche.”) The aggregate purchase price of $1,471,075 was previously paid by our company to Jin Xin through a series of refundable deposits.
Our current intention to obtain only a majority of the Jin Xin Common Shares represents a change from our original plan pursuant to the Letter of Intent and the Letter of Agreement to acquire all issued and outstanding Jin Xin Common Shares. Management believes that a majority interest in Jin Xin is more than sufficient for our plan to engage in the exploration and development of Yang Tan. Management further believes that it is in the best interest of the company to proceed on this basis.
Although management’s intention had been to complete the acquisition of the Jin Xin Common Shares at an earlier date, our company and Jin Xin believed that it was better to wait to complete the acquisition until Jin Xin had accomplished the following:
1. obtain all required permits from the government of China for the exploration and development of Yang Tan;
2. engage qualified engineers for the completion of geological reports on Yang Tan; and,
3. begin discussions with consultants for investor relations and the future financial needs of Yang Tan.
Liquidity Requirements
Our capital requirements relating to the manufacturing and marketing of the Liners and the potential acquisition of JinXin’s interest in Yang Tan have been and will continue to be, significant.
We are dependent on the proceeds of future financings in order to continue our business and to develop and acquire this interest. We anticipate requiring approximately
$750,000 to $1,500,000 in additional financing for the next 12 months. There can be no assurance that we will be able to raise the substantial additional capital necessary to permit us to pursue our business plan
