UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary Information Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14c
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5(d)(2))
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Definitive Information Statement
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CONTACT MINERALS CORP.
(Name of Registrant As Specified
in Charter)
Payment of Filing Fee (Check the appropriate
box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14c
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5(g) and 0
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11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0
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11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0
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1 1(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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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CONTACT MINERALS CORP.
22A-3, Jalan Metro Pudu, Off Jalan Loke
Yew
Fraser Business Park 55100
Kuala Lumpur, Malaysia
NOTICE OF CORPORATE ACTIONS TAKEN BY WRITTEN CONSENT
OF THE MAJORITY STOCKHOLDERS WITHOUT
SPECIAL MEETING OF THE STOCKHOLDERS
Dear Stockholders:
We are writing to advise you that, on October
2, 2017, the board of directors of Contact Minerals Corp., a Nevada (“CNTM,” “the Company,” “we”
or “us”), and certain stockholders representing more than a majority of our outstanding voting capital (the “Majority
Stockholders”) approved by written consent the taking of all steps necessary to effect the following actions (collectively,
the “Corporate Actions”):
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1.
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Amend the Company’s Articles of Incorporation filed with the Nevada Secretary of State (the
“Articles of Incorporation”) to change the Company’s name to WECONNECT TECH INTERNATIONAL INC.;
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2.
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Amend the Articles of Incorporation to increase the Company’s authorized capital stock from
315,000,000 to 1,030,000,000 shares of its common stock, consisting of 1,000,000,000 shares of common stock, par value $0.001,
and 30,000,000 shares of preferred stock, par value $0.001;
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3.
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Amend the Articles of Incorporation to designate 30,000,000 of the Company’s authorized capital
stock as preferred stock (the “Preferred Stock”), with the designations, rights, preferences or other variations of
each class or series within each class of the shares of Preferred Stock be designated by the Board at a later time without shareholder
approval; and
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4.
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Amend the Articles of Incorporation to expressly elect not to be governed by NRS Section 78.411
to 78.444 inclusive.
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The amendments to the Articles of Incorporation
will not be effective until the Company files the Amended and Restated Articles of Incorporation with the Nevada Secretary of State
(which will not occur until November 6, 2017 or thereafter)(the “Effective Date”).
The accompanying Information Statement,
which describes the Corporate Actions in more detail, is being furnished to our stockholders for informational purposes only, pursuant
to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
prescribed thereunder. The consent that we have received constitutes the only stockholder approval required for the Corporate Actions
under the Nevada Revised Statutes, our Articles of Incorporation and Bylaws. Accordingly, the Corporate Actions will not be submitted
to the other stockholders of the Company for a vote.
The record date for the determination of
stockholders entitled to notice of the action by written consent is October 2, 2017. Pursuant to Rule 14c-2 under the Exchange
Act, the Corporate Actions will not be implemented until at least twenty (20) calendar days after the mailing of this Information
Statement to our stockholders. This Information Statement will be mailed on or about October 18, 2017 to stockholders of record
on October 2, 2017.
No action is required by you to effectuate
this action. The accompanying Information Statement is furnished only to inform our stockholders of the actions described above
before they take effect in accordance with Rule 14c-2 promulgated under the Exchange Act.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
PLEASE NOTE THAT THE HOLDERS OF A MAJORITY
OF OUR OUTSTANDING SHARES OF COMMON STOCK HAVE VOTED TO AUTHORIZE THE CORPORATE ACTIONS. THE NUMBER OF VOTES RECEIVED IS SUFFICIENT
TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THESE MATTERS.
By order of the Board of Directors,
/s/ Shiong Han Wee
Shiong Han Wee
Chief Executive Officer and Director
October 18, 2017
CONTACT MINERALS CORP.
INFORMATION STATEMENT REGARDING
CORPORATE ACTIONS TAKEN BY WRITTEN CONSENT
OF
OUR BOARD OF DIRECTORS AND HOLDERS OF
MORE THAN A MAJORITY OF OUR VOTING CAPITAL
STOCK
IN LIEU OF SPECIAL MEETING
Contact Minerals Corp.
(“CNTM,” “the Company,” “we” or “us”) is furnishing this Information Statement
to you to provide a description of actions taken by our Board of Directors and the holders of more than a majority of our outstanding
voting capital stock on October 2, 2017, in accordance with the relevant sections of the Nevada Revised Statutes of the State of
Nevada (the “NRS”).
This Information Statement
is being mailed on October 18, 2017 to stockholders of record on October 2, 2017 (the “Record Date”). The Information
Statement is being delivered only to inform you of the Corporate Actions described herein before such actions take effect in accordance
with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No action is
requested or required on your part.
WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS IS NOT A NOTICE
OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS' MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
PLEASE NOTE THAT THE
HOLDERS OF MORE THAN A MAJORITY OF OUR OUTSTANDING SHARES OF COMMON STOCK HAVE VOTED TO AUTHORIZE THE CORPORATE ACTIONS. THE NUMBER
OF VOTES RECEIVED IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED
TO APPROVE THESE MATTERS.
GENERAL DESCRIPTION OF CORPORATE ACTIONS
On October 2, 2017,
our Board of Directors (the “Board”) and the holders of more than a majority of our outstanding voting capital stock
delivered executed written consents authorizing and approving the taking of all steps necessary to effect the following action
(the “Corporate Actions”):
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1.
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Amend the Company’s Articles of Incorporation filed with the Nevada Secretary of State (the
“Articles of Incorporation”) to change the Company’s name to WECONNECT TECH INTERNATIONAL INC.;
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2.
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Amend the Articles of Incorporation to increase the Company’s authorized capital stock from
315,000,000 to 1,030,000,000 shares of its common stock, consisting of 1,000,000,000 shares of common stock, par value $0.001,
and 30,000,000 shares of preferred stock, par value $0.001;
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3.
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Amend the Articles of Incorporation to designate 30,000,000 of the Company’s authorized capital
stock as preferred stock (the “Preferred Stock”), with the designations, rights, preferences or other variations of
each class or series within each class of the shares of Preferred Stock be designated by the Board at a later time without shareholder
approval;
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4.
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Amend the Articles of Incorporation to expressly elect not to be governed by NRS Section 78.411
to 78.444 inclusive.
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VOTING AND VOTE REQUIRED
Pursuant to
CNTM’s Bylaws and the NRS, a vote by the holders of at least a majority of CNTM’s outstanding capital stock is
required to effect the Corporate Actions. Each common stockholder is entitled to one vote for each share of common
stock held by such stockholder. As of the Record Date, CNTM had 95,300,000 shares of Common Stock issued and outstanding, and
no preferred stock issued and outstanding. The voting power representing not less than 47,650,001 shares of Common
Stock is required to pass any stockholder resolutions. Pursuant to Chapter 78.320 of the NRS, the following stockholders
holding an aggregate of 85,770,000 shares of Common Stock, or approximately 90% of the issued and outstanding shares of our
Common Stock on the Record Date, delivered an executed written consent dated October 2, 2017, authorizing the Corporate
Actions.
Name
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Common Shares
Beneficially Held
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Percentage of
Issued and Outstanding
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Shiong Han Wee
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42,885,500
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45%
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Kwueh Lin Wong
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42,885,500
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45%
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TOTAL
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85,770,000
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90%
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The Corporate Actions
will not be effective until the Company files the Certificate of Amendment to Articles of Incorporation with the Nevada Secretary
of State (which will not occur until November 6, 2017 or thereafter). No further action on the part of stockholders is required
to authorize or effect the amendments to the Articles of Incorporation.
NO APPRAISAL RIGHTS
Under the NRS, stockholders
are not entitled to appraisal rights with respect to the Corporate Actions, and we will not provide our stockholders with such
rights.
GENERAL INFORMATION
CNTM will pay all costs
associated with the distribution of this Information Statement, including the costs of printing and mailing. CNTM will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information
Statement to the beneficial owners of CNTM’s common stock.
CNTM will deliver only
one Information Statement to multiple security holders sharing an address unless CNTM has received contrary instructions from one
or more of the security holders. Upon written or oral request, CNTM will promptly deliver a separate copy of this Information Statement
and any future annual reports and information statements to any security holder at a shared address to which a single copy of this
Information Statement was delivered, or deliver a single copy of this Information Statement and any future annual reports and information
statements to any security holder or holders sharing an address to which multiple copies are now delivered. You should
direct any such requests to the following address: Contact Minerals Corp., 22A-3, Jalan Metro Pudu, Off Jalan Loke Yew,
Fraser Business Park 55100, Kuala Lumpur, Malaysia, Attn: Secretary. The Secretary may also be reached by telephone at +60 12 231
8867.
CORPORATE ACTION NO. 1
NAME CHANGE
On October 2,
2017, the Board and the Majority Stockholders authorized, adopted and approved by written consent in lieu of a special
meeting an amendment to the Company’s Articles of Incorporation to change the name of the Company to WECONNECT TECH
INTERNATIONAL INC. (the “Name Change Amendment”).
Our Board and the Majority
Stockholders believe that it is advisable and in the Company’s best interests to authorize and approve the Name Change Amendment
in order to more accurately reflect changes in the Company’s business focus.
CORPORATE ACTION NO. 2
INCREASE IN AUTHORIZED CAPITAL
On October 2, 2017,
the Board and the Majority Stockholders authorized, adopted and approved by written consent in lieu of a special meeting an amendment
to the Articles of Incorporation to increase its authorized share capital from 315,000,000 to 1,030,000,000 shares of its common
stock, consisting of 1,000,000,000 shares of common stock, par value $0.001, and 30,000,000 shares of preferred stock, par value
$0.001. The proposed amendment to our Articles of Incorporation is included in the Amended and Restated Articles of Incorporation,
which is attached hereto as
Exhibit 1
. The general purpose and effect of this amendment to our Articles of Incorporation
is to increase our authorized share capital, which we believe will enhance our ability to finance the development and operation
of our business.
Reasons For The
Increase In Authorized Capital
Our Board authorized
and approved the proposed amendment to our Articles of Incorporation to increase our authorized share capital so that such shares
will be available for issuance for general corporate purposes, including financing activities, without the requirement of further
action by our stockholders. Potential uses of the additional authorized shares may include, but are not limited to, public or private
offerings, conversions of convertible securities, issuance of options pursuant to employee stock option plans, acquisition transactions
and other general corporate purposes. Increasing the authorized number of shares of our common stock will give us greater flexibility
and will allow us to issue such shares, in most cases, without the expense or delay of seeking stockholder approval. We are at
all times investigating additional sources of financing, business candidates and other opportunities which our Board believes will
be in our best interests and in the best interests of our stockholders. Shortly after the Effective Date, the Board intends to
acquire an operating company. We may also conduct a private placement of our securities to secure additional working capital for
the Company. Except as set forth above, as of the date of this filing we do not have any definitive plans, proposals or arrangements
to issue any of the newly available authorized shares of common stock for any purpose or which may result in a change in control
of Home Touch.
Effect of the Increase
in Authorized Capital; Anti-Takeover Implications
The amendment to our
Articles of Incorporation to increase our authorized share capital will not have any immediate effect on the rights of existing
stockholders. However, our Board will have the authority to issue shares of our Common Stock and Preferred Stock without requiring
future stockholder approval of such issuances, except as may be required by applicable law or exchange regulations. To the extent
that additional shares of Common Stock are issued in the future, such issuance will decrease the existing stockholders' percentage
equity ownership, dilute the earnings per share and book value per share of outstanding shares of Common Stock and, depending upon
the price at which they are issued, could be dilutive to the existing stockholders.
Although the increase
in authorized capital is prompted by business and financial considerations, stockholders nevertheless should be aware that such
increase could facilitate future efforts by our management to deter or prevent a change in control of the Company. By way of example,
our management could issue additional shares to dilute the stock ownership and the voting power of persons seeking to obtain control
of the Company or shares could be issued to purchasers who would support the Board in opposing a takeover proposal. In addition,
the increase in authorized shares may have the effect of delaying or discouraging a challenge for control or make it less likely
that such a challenge, if attempted, would be successful, including challenges that are favored by a majority of the stockholders
or in which the stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some
other manner. The Board and executive officers of the Company have no knowledge of any current effort to obtain control of the
Company or to accumulate large amounts of Common Stock.
Shortly after the Effective
Date, the Board intends to acquire an operating company. We may also conduct a private placement of our securities to secure additional
working capital for the Company. Except as set forth above, the Board has no current plans to use any of the additional shares
of Common Stock that will become available when the increase in authorized capital occurs to deter or prevent a change of control
of the Company.
CORPORATE ACTION NO. 3
PREFERRED CLASS OF STOCK
On October 2, 2017,
the Board and the Majority Stockholders authorized, adopted and approved by written consent in lieu of a special meeting an amendment
to the Company’s Articles of Incorporation to designate 30,000,000 shares of the Company’s capital stock as preferred
stock, with the designations, rights, preferences or other variations of each class or series within each class of the shares of
Preferred Stock be designated by the Board at a later time without shareholder approval (the “Designation of Preferred Stock”).
A copy of the proposed amendment to our Articles has been attached hereto as an
Exhibit A
. As of the date of this filing,
the Company does not have any definitive plans, proposals or arrangements to issue any of the newly available authorized shares
of Preferred Stock for any purpose.
Effect of the Designation
of Preferred Stock; Anti-Takeover Implications
The amendment to our
Articles of Incorporation to designate preferred stock will not have any immediate effect on the rights of existing stockholders.
The Board, however, will be able to authorize and issue classes of Preferred Stock, without shareholder approval, that have rights
that are preferential to our Common Stock. Such rights may include, but are not limited to:
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the payment of dividends in preference and priority to any dividends on our Common Stock;
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preference to any distributions upon any liquidation, dissolution, winding up of our company or any other reason whatsoever;
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voting rights that may rank equally to, or in priority over, our Common Stock;
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mandatory redemption by the company in certain circumstances, for amounts that may exceed the purchase price of the Preferred
Shares;
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conversion provisions for the conversion of the Preferred Shares into Common Stock;
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pre-emptive or first refusal rights in regards to future issuances of Common Stock or Preferred Shares by the company; or
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rights that restrict our company from undertaking certain corporate actions without the approval of the holders of the Preferred
Shares.
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The existence of undesignated preferred
stock with possible voting, conversion or other rights or preferences, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of delaying or preventing a change in control, causing the
market price of our Company’s Common Stock to decline or possibly impairing the voting power and other rights of the holders
of our Company’s Common Stock.
IN THE EVENT THE COMPANY ISSUES ANY SHARES OF PREFERRED STOCK,
THE ISSUANCES OF SUCH SHARES MAY SIGNIFICANTLY IMPACT, BY WAY OF RESTRICTING AND POSSIBLY DIMINISHING, THE VALUE ATTRIBUTABLE TO
COMMON STOCK SHAREHOLDERS.
Our Board and the Majority
Stockholders believe that it is advisable and in the Company’s best interests to authorize and approve the Designation of
Preferred Stock as such shares will be available for issuance for general corporate purposes, including financing activities, without
the requirement of further action by our stockholders. Potential uses of the additional authorized shares may include, but are
not limited to, public or private offerings, conversions of convertible securities, issuance of options pursuant to employee stock
option plans, acquisition transactions and other general corporate purposes.
Shortly after the Effective
Date, the Board intends to acquire an operating company. We may also conduct a private placement of our securities to secure additional
working capital for the Company. Except as set forth above, the Board has no current plans to use any of the additional shares
of Preferred Stock that will become available when the increase in authorized capital occurs to deter or prevent a change of control
of the Company.
CORPORATE ACTION NO. 4
EXCLUSION FROM NEVADA INTERESTED SHAREHOLDER
STATUTES
On October 2, 2017,
the Board and the Majority Stockholders authorized, adopted and approved by written consent in lieu of a special meeting an amendment
to the Company’s Articles of Incorporation to Amend the Articles of Incorporation to expressly elect not to be governed by
NRS Sections 78.411 to 78.444 inclusive. A copy of the proposed amendment to our Articles has been attached hereto as an
Exhibit
A
.
NRS Sections 78.411
to 78.444 inclusive apply to combinations between resident domestic corporations (defined as a Nevada domestic corporation that
has 200 or more stockholders of record) and certain affiliated stockholders (collectively, the “Interested Shareholder Combination
Statutes”). The amendment to our Articles of Incorporation to elect not to be governed by the Interested Shareholder Combination
Statutes will not have any immediate effect on the rights of existing stockholders. To the extent that CNTM qualifies as a resident
domestic corporation in the future, the Board will be able to enter into acquisitions and combinations with entities affiliated
with its executive officer, directors and control shareholders with greater ease, including without limitation, without the requirement
of obtaining the approval of the stockholders in certain instances.
Anti-Takeover Provisions
of the NRS
The Nevada Interested
Shareholder Combination Statutes generally prohibit a Nevada corporation, with shares registered under section 12 of the Exchange
Act and with 200 or more stockholders of record, from engaging in a combination (defined in the statute to include a variety of
transactions, including mergers, asset sales, issuance of stock and other actions resulting in a financial benefit to the Interested
Stockholder) with an Interested Stockholder (defined in the statute generally as a person that is the beneficial owner of 10% or
more of the voting power of the outstanding voting shares), for a period of three years following the date that such person became
an Interested Stockholder unless the board of directors of the corporation first approved either the combination or the transaction
that resulted in the stockholder's becoming an Interested Stockholder. If this approval is not obtained, the combination may be
consummated after the three year period expires if either (a) (1) the board of directors of the corporation approved the combination
or the purchase of the shares by the Interested Stockholder before the date that the person became an Interested Stockholder, (2)
the transaction by which the person became an Interested Stockholder was approved by the board of directors of the corporation
before the person became an interested stockholder, or (3) the combination is approved by the affirmative vote of holders of a
majority of voting power not beneficially owned by the Interested Stockholder at a meeting called no earlier than three years after
the date the Interested Stockholder became such; or (b) the aggregate amount of cash and the market value of consideration other
than cash to be received by all holders of common stock and holders of any other class or series of shares not beneficially owned
by an Interested Stockholder meets the minimum requirements set forth in NRS Sections 78.441 through 78.444.
A Nevada corporation
may adopt an amendment to its articles of incorporation expressly electing not to be governed by these provisions of the NRS, if
such amendment is approved by the affirmative vote of a majority of the disinterested shares entitled to vote; provided, however,
such vote by disinterested stockholders is not required to the extent the Nevada corporation is not subject to such provisions.
Such an amendment to the articles of incorporation does not become effective until 18 months after the vote of the disinterested
stockholders and does not apply to any combination with an Interested Stockholder whose date of acquiring shares is on or before
the effective date of the amendment.
The NRS also limits
the acquisition of a controlling interest in a Nevada corporation with 200 or more stockholders of record, at least 100 of who
have Nevada addresses appearing on the stock ledger of the corporation, and that does business in Nevada directly or through an
affiliated corporation. According to the NRS, an acquiring person who acquires a controlling interest in an issuing corporation
may not exercise voting rights on any control shares unless such voting rights are conferred by a majority vote of the disinterested
stockholders of the issuing corporation at a special or annual meeting of the stockholders. In the event that the control shares
are accorded full voting rights and the acquiring person acquires control shares with a majority or more of all the voting power,
any stockholder, other than the acquiring person, who does not vote in favor of authorizing voting rights for the control shares
is entitled to demand payment for the fair value of such person's shares.
Under the NRS, a controlling
interest means the ownership of outstanding voting shares of an issuing corporation sufficient to enable the acquiring person,
individually or in association with others, directly or indirectly, to exercise (1) one-fifth or more but less than one-third,
(2) one-third or more but less than a majority, or (3) a majority or more of the voting power of the issuing corporation in the
election of directors. Outstanding voting shares of an issuing corporation that an acquiring person acquires or offers to acquire
in an acquisition and acquires within 90 days immediately preceding the date when the acquiring person became an acquiring person
are referred to as control shares.
The control share provisions
of the NRS do not apply if the corporation opts-out of such provisions in the articles of incorporation or bylaws of the corporation
in effect on the tenth day following the acquisition of a controlling interest by an acquiring person.
These statutes do not
currently apply to us. As a result of this Corporate Action No. 4, we have opted out of the business combination or acquisition
of a controlling interest statutes.
Other
than as discussed in this Information Statement, there are no provisions of our articles, bylaws, employment agreements or credit
agreements have material anti-takeover consequences
.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table
sets forth, as of October 2, 2017, certain information regarding the ownership of CNTM’s capital stock by each director and
executive officer of CNTM, each person who is known to CNTM to be a beneficial owner of more than 5% of any class of CNTM’s
voting stock, and by all officers and directors of CNTM as a group. Unless otherwise indicated below, to CNTM’s
knowledge, all persons listed below have sole voting and investing power with respect to their shares of capital stock, except
to the extent authority is shared by spouses under applicable community property laws.
Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock subject to options, warrants or convertible securities exercisable
or convertible within 60 days of October 2, 2017, are deemed outstanding for computing the percentage of the person or entity holding
such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person,
and is based on 95,300,000 shares of Common Stock issued and outstanding on a fully diluted basis, as of October, 2, 2017.
Name and Address of Beneficial Owner(1)
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Amount
(number
of shares)
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Percentage of Outstanding Shares of Common Stock
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Shiong Han Wee
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42,885,500
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45%
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Kwueh Lin Wong
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42,885,500
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45%
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Chee Kuen Chim
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–
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0%
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Pui Hold Ho
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–
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0%
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All executive officers and directors as a group (four persons)
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85,770,000
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90%
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(1) Unless otherwise noted, the address
of each person listed is c/o Contact Minerals Corp., 22A-3, Jalan Metro Pudu, Off Jalan Loke Yew, Fraser Business Park 55100, Kuala
Lumpur, Malaysia.
Change of Control
On September 11, 2017,
we filed a Current Report on Form 8-K disclosing the consummation of the sale to two accredited investors of approximately 90%
of the issued and outstanding securities of the Company for $350,000 in the aggregate. Effective August 29, 2017, CNTM and Kerry
McCullagh, the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer (the “Seller”)
entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Shiong Han Wee and Kwueh Lin Wong (Mr.
Wee and Mr. Wong. collectively being the “Purchasers”). Under the terms of the Stock Purchase Agreement, the Purchasers
agreed to purchase 7,000,000 shares from the Seller (the Seller Shares”) and 78,770,000 shares from the Company (the “Issued
Shares”) for an aggregate purchase price of $350,000.
In connection with
the Stock Purchase Agreement, Mr. McCullagh received $350,000, $50,000 of which was allocated to the Seller Shares and $300,000
to the Issued Shares. The $300,000 was directed to Mr. McCullagh in full settlement of all company debts owed to Mr. McCullagh
and in consideration of settling any claims against the Company by Mr. McCullagh. The sale of the Seller Shares and the Issued
Shares consummated September 11, 2017.
Upon
the consummation of the sale, Kerry McCullagh, Alex Langer and William McCullagh, our former executive officers and directors,
resigned from all of their positions with the Company. Their resignations were not due to any dispute or disagreement with the
Company on any matter relating to the Company's operations, policies or practices.
The
following individuals were appointed to serve in the positions set forth next to their names below:
Name
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Age
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Position
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Shiong Han Wee
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40
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Director, Chief Executive Officer
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Kweuh Lin Wong
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40
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Director, Chief Financial Officer and Secretary
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Effective September
22, 2017, Chee Kuen Chim and Pui Hold Ho were appointed to serve as independent directors of the Company.
Each director
will serve until the next annual meeting of stockholders of the Company and until such director’s successor is elected and
qualified or until such director’s earlier death, resignation or removal. None of the directors or executive officers has
a direct family relationship with any of the Company’s directors or executive officers, or any person nominated or chosen
by the Company to become a director or executive officer. The foregoing individuals will serve in their positions without compensation.
The Company hopes to enter into a compensatory arrangement with each officer in the future.
The consideration for the purchase was
derived from the purchasers’ own personal funds.
INTEREST OF CERTAIN PERSONS IN MATTERS
TO BE ACTED UPON
Except in their capacity
as beneficial owners of our capital stock, none of our officers, directors or any of their respective affiliates has any interest
in the Corporate Actions.
PROPOSALS BY SECURITY HOLDERS
None.
FORWARD-LOOKING STATEMENTS
This Information Statement
may contain certain “forward-looking” statements (as that term is defined in the Private Securities Litigation Reform
Act of 1995 or by the U.S. Securities and Exchange Commission in its rules, regulations and releases) representing our expectations
or beliefs regarding our company. These forward- looking statements include, but are not limited to, statements regarding our business,
anticipated financial or operational results and objectives. For this purpose, any statements contained herein that are not statements
of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such
as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,”
“could,” “estimate,” “might,” or “continue” or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve
substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending
on a variety of important factors, including factors discussed in this and other filings of ours with the SEC.
ADDITIONAL AND AVAILABLE INFORMATION
CNTM is subject to
the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy
statements and other information with the SEC relating to its business, financial condition and other matters. Such reports, proxy
statements and other information can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street,
N.E., Washington, D.C. 20549. Information regarding the public reference facilities may be obtained from the SEC by telephoning
1-800-SEC-0330. Our filings are also available to the public on the SEC’s website (www.sec.gov).
Dated: October 18, 2017
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By order of the Board of Directors
/s/ Shiong Han Wee
By: Shiong Han Wee
Its: Chief Executive Officer and Director
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Exhibit 1
: Certificate of Amendment
to Articles of Incorporation of the Company.
Exhibit 1
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Filed in the office of
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Document Number
20170437521-22.
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Certificate of Accompany
Amendment
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/s/ Barbara K. Cegavske
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Filing Date and Time
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Restated Articles or
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Barbara K. Cegavske
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10/16/2017 12:47 PM
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Amended and Restated Articles
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Secretary of State
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Entity Number
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(PURSUANT TO NRS)
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State of Nevada
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E0292012007-4
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This Form is to Accompany Restated Articles
or Amended and Restated Articles of Incorporation
(Pursuant to NRS 78.403, 82.371, 86.221, 87A, 88.355 or 88A.250)
(This form is also to be used to accompany Restated Articles or Amended and Restated Articles for Limited-Liability
Companies, Certificates of Limited Partnership, Limited-Liability Limited Partnerships and Business Trusts)
1. Name of Nevada entity
as last recorded in this office
Contact Minerals Corp.
2. The articles are:
(mark only one
box)
☐ Restated ☒
Amended and Restated
Please
entitle your attached articles "Restated" or "Amended and Restated," accordingly.
3. Indicate what changes have been made by checking the appropriate box:
*
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☐
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No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on:
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The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.
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☒
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The entity name has been amended.
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☐
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The registered agent has been changed. (attach Certificate of Acceptance from new registered agent)
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☒
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The purpose of the entity has been amended.
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The authorized shares have been amended.
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☐
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The directors, managers or general partners have been amended.
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IRS tax language has been added.
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Articles have been added.
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☒
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Articles have been deleted.
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☒
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Other. The articles or certificate have been amended as follows: (provide article numbers, if available)
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Please see attached amended
and restated articles of incorporation.
4. Effective date and time
of filing: Date: November 6, 2017 Time:
(must
not be later than 90 days after the certificate is filed)
*
This form is to accompany Restated Articles or Amended
and Restated Articles which contain newly altered or amended articles. The Restated Articles must contain all of the requirements
as set forth in the statutes for amending or altering the articles for certificates.
IMPORTANT:
Failure to include any of the above information
and submit with the proper fees may cause this filing to be rejected.
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CONTACT MINERALS CORP.
I, Shiong Han Wee, Chief
Executive Officer of Contact Minerals Corp., a Nevada corporation, do hereby certify that the Articles of Incorporation of this
corporation are amended and restated to read in full as follows:
ARTICLE I
NAME
The name of the corporation is: WECONNECT TECH INTERNATIONAL INC.
ARTICLE II
REGISTERED AGENT
The principal office in
the State of Nevada is 1859 Whitney Mesa Drive, Henderson, Nevada 890014. The name of its registered agent at that address is Empire
Stock Transfer Inc.
ARTICLE HI
PURPOSE
The purpose of the corporation
is to engage in any lawful act or activity for which corporations may be organized under the Chapter 78 of the Nevada Revised Statutes
(together with any successor statutes. In addition to the powers and privileges conferred upon the corporation by law and those
incidental thereto, the corporation shall possess and may exercise all the powers and privileges that are necessary or convenient
to the conduct, promotion or attainment of the business or purposes of the corporation.
ARTICLE IV
AUTHORIZED STOCK
4.1.
Authorized
Capital Stock.
The aggregate number of shares which this Corporation shall have authority to issue is One Billion and Thirty
Million (1,030,000,000) shares, consisting of (a) One Billion (1,000,000,000) shares of common stock, par value $0.001 per share
(the
"Common Stock")
and (b) Thirty Million (30,000,000) shares of preferred stock, par value $0.001 per share
(the
"Preferred Stock"),
issuable in one or more series as hereinafter provided. A description of the classes
of shares and a statement of the number of shares in each class and the relative rights, voting power, and preferences granted
to, and restrictions imposed upon, the shares of each class are as follows:
4.2
Common
Stock.
Each outstanding share of Common Stock of the Corporation shall be entitled to one vote and each fractional share of
Common Stock shall be entitled to a corresponding fractional vote on each matter submitted to a vote of the shareholders. Cumulative
voting shall not be allowed in the election of directors of the Corporation. A majority of all shares of stock, both Common Stock
and Preferred Stock, entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.
Except as otherwise provided by these Articles of Incorporation or the NRS, if a quorum is present, the affirmative vote of a majority
of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders.
4.3
Preferred
Stock.
Shares of Preferred Stock may be issued in any number of series ftom time to time by the Board of Directors, and the
Board of Directors, pursuant to the Corporation's Articles of Incorporation and Bylaws, is expressly authorized to fix by resolution
or resolutions the designations and the voting powers, preferences, rights and qualifications, limitations or restrictions thereof,
of the shares of each series of Preferred Stock.
4.4.
Voting
Rights.
Each outstanding share of Common Stock shall be entitled to one vote and each fractional share of Common Stock shall
be entitled to a corresponding fractional vote on each matter submitted to a vote of stockholders. Cumulative voting shall not
be allowed in the election of directors of the Corporation. A majority of the shares of Common Stock entitled to vote, represented
in person or by proxy, shall constitute a quorum at a meeting of stockholders. Except as otherwise provided by these Articles of
Incorporation or the Nevada Revised Statutes, if a quorum is present, the affirmative vote of a majority of the shares represented
at the meeting and entitled to vote on the subject matter shall be the act of the stockholders.
4.5.
No
Preemptive Rights.
No stockholder of the corporation shall have a right to purchase shares of capital stock of the corporation
sold or issued by the corporation except to the extent that such a right may from time to time be set forth in a written agreement
between the corporation and a stockholder.
ARTICLE V
INTERESTED STOCKHOLDER STATUTES
The corporation hereby
expressly elects not to be governed by NRS Sections 78.411 to 78.444 inclusive of the Nevada Revised Statutes relating to combinations
with interested stockholders and any and all successor statutes.
ARTICLE VI
AMENDMENT OF BYLAWS
The Board shall have the
power to adopt, amend or repeal the bylaws of the corporation, except as otherwise may be specifically provided in the bylaws.
ARTICLE VII
DIRECTOR AND OFFICER LIABILITY
7.1.
Elimination
of Liability.
To the maximum extent permitted under the Nevada Revised Statutes, a director or officer of the corporation shall
not be personally liable to the C=corporation or its stockholders for damages arising as a result of any act or failure to act
in his capacity as a director or officer of the corporation.
7.2.
Mandatory
Indemnification.
The corporation shall, to the maximum extent and in the manner permitted by Nevada law, indemnify each of
its directors and officers against expenses (including attorneys fees), judgments, fines, settlements and other amounts actually
and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of
the corporation. For purposes of this paragraph, a director or officer of the corporation includes any person (i) who is or was
a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation
which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.
7.3.
Indemnification:
Mandatory Payment of Expenses.
The expenses of officers and directors incurred in defending a civil or criminal action, suit
or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit
or proceeding, upon and subject to the receipt by the corporation of an undertaking by or on behalf of the director or officer
to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation.
7 4.
Effect of Amendment
or Repeal.
Any amendment to or repeal of any of the provisions in this Article VII shall only be prospective and shall not
adversely affect any right or protection of a director or officer of the corporation for or with respect to any act or omission
of such director or officer occurring prior to such amendment or repeal.
The foregoing Amended and
Restated Articles of Incorporation have been duly approved by the Board of Directors.
The foregoing Amended and
Restated Articles of Incorporation have been duly approved by the required vote of stockholders in accordance with Sections 78.385,
78.390 and 78.403 of the Nevada Revised Statutes. As of the date of such approval, the total number of outstanding shares of Common
Stock of the Corporation was 95,300,000, of which 85,770,000 shares were voted in favor of the Amended and Restated Articles of
Incorporation. The number of shares voted in favor of the amendment and restatement exceeded fifty percent (50%) of the outstanding
shares of Common Stock, which was the vote required under applicable law and the Articles of Incorporation in effect at the time
of this amendment.
The foregoing Amended and
Restated Articles of Incorporation shall become effective November 6, 2017.
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EXECUTED this 11 day of October 2017
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/s/ Shiong Han Wee
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Name: Shiong Han Wee
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Title: Chief Executive Officer
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