Linkwell Corp Common (PINK:LWLL)

SHANGHAI, April 2, 2012 /PRNewswire/ -- Linkwell Corporation "Linkwell"(OTC:LWLL), a developer, manufacturer and distributer of disinfectant healthcare products in China, announced today it has entered into a definitive share exchange agreement with Metamining Inc. ("Metamining") to acquire  Metamining Nevada, Inc., ("Metamining Nevada") as a wholly owned subsidiary, in exchange for nine million shares of its newly issued Series C convertible preferred stock and three million warrants to purchase common stock.  After giving effect to a planned 1 for 200 reverse stock split, the Series C preferred is convertible into nine million shares of common stock, and the three million common stock purchase warrants are exercisable for a period of five years from the date of issuance at $5.00 per share.

On January 4, 2012, Linkwell Corporation (the “Company”), pursuant to a Legal Services Agreement, dated January 1, 2012 (the “Agreement”), by and between the Company and the Shanghai Hai Mai Law Firm (“Shanghai Hai Mai”), agreed to issue to Shanghai Hai Mai the aggregate amount of 6,000,000 shares of the Company’s common stock, $0.0005 par value per share (the “Shares”). The Shares were issued as compensation for legal services to be provided by Shanghai Hai Mai during the two year term of the Agreement.

The Shares were issued in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Rule 903 of Regulation S promulgated thereunder (“Regulation S”), as an offshore offer and sale to a non-“U.S. person” (as defined in Regulation S), and/or Section 4(2) of the Securities Act of 1933.

The inability to obtain debt or equity financing could have a material adverse effect on our operating results, and as a result, we could be required to cease or significantly reduce our operations, seek a merger partner or sell additional securities on terms that may be disadvantageous to shareholders.

We currently have no material commitments for capital expenditures. As of December 31, 2010, we had a total of $1,132,469 in outstanding short term loans, which will mature in 2011. Other than our working capital and loans, we presently have no other alternative capital resources available to us. We plan to build additional product lines and upgrade our manufacturing facilities in order to expand our production capacity and improve the quality of our products. Based on our preliminary estimates, upgrades and expansion will require additional capital of approximately $1 million.