Swingplane Ventures, Inc.: Restructure of the Assignment Agreement
January 22 2013 - 6:41AM
Marketwired
Swingplane Ventures, Inc. (OTCBB: SWVI) (the "Company") wishes to
advise that the Company has renegotiated its assignment agreement
in regard to the acquisition of certain mining concessions in
Chile.
Under the terms of the original assignment agreement entered
into on October 15, 2012, the Company was assigned the rights to an
option agreement held by Mid Americas Corp. ("Mid Americas") for
among other terms, the issuance of a total of 300,000,000 shares of
the common stock of the Company, of which 10,000,000 shares were to
be included in a registration statement to be filed by the Company
prior to closing.
Under the terms of the newly negotiated agreement, the Company
will acquire all of the issued and outstanding shares of Mid
Americas in exchange for the issuance of a total of 100,000,000
shares of common stock of the Company and 5,000,000 shares of
preferred stock of the Company. The preferred stock will be
convertible into shares of common stock of the Company on the basis
of 50 shares of common stock for each 1 share of preferred stock.
Further, the preferred stock will carry voting rights of 100 shares
per each share of preferred stock. All other terms of the original
acquisition agreement are to be included in this acquisition
agreement. The only terms that have been amended are the
acquisition of Mid Americas rather than the assignment of the
option agreement, the issuance of shares as defined above and the
requirement to register 10,000,000 shares is eliminated.
The 300,000,000 shares issued to Mid Americas in trust will be
returned to treasury concurrent with the closing of this
transaction.
Mid Americas has the rights to acquire 75% of certain mining
concessions in Chile.
Under the terms of the amended acquisition agreement, Mid
Americas is required to provide audited financial statements to
close the acquisition which are anticipated to be provided on or
before January 31, 2013 at which time the Company will file a Super
8-K and close the transaction.
The closing of this transaction may effect a change in control
of the Company.
Safe Harbor Statement
THIS NEWS RELEASE CONTAINS "FORWARD-LOOKING STATEMENTS," AS THAT
TERM IS DEFINED IN SECTION 27A OF THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. STATEMENTS IN THIS
NEWS RELEASE, WHICH ARE NOT PURELY HISTORICAL, ARE FORWARD-LOOKING
STATEMENTS AND INCLUDE ANY STATEMENTS REGARDING BELIEFS, PLANS,
EXPECTATIONS OR INTENTIONS REGARDING THE FUTURE.
EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS
DISCUSSED IN THIS NEWS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS
THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS,
PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING
STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH
WORDS AS "ESTIMATE," "ANTICIPATE," "BELIEVE," "PLAN" OR "EXPECT" OR
SIMILAR STATEMENTS ARE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS NEWS RELEASE INCLUDE STATEMENTS
RELATING TO THE COMPANY'S PLANS TO ENTER INTO A MINING OPTION
AGREEMENT WITHIN THE NEXT FORTY-FIVE DAYS. RISKS AND UNCERTAINTIES
FOR THE COMPANY INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS
ASSOCIATED WITH MINERAL EXPLORATION AND FUNDING AS WELL AS THE
RISKS SHOWN IN THE COMPANY'S MOST RECENT ANNUAL AND QUARTERLY
REPORTS ON FORM 10-K AND FORM 10-Q, RESPECTIVELY, AND FROM
TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING THE
COMPANY. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH THE REGULATORY
APPROVAL PROCESS, COMPETITIVE COMPANIES, FUTURE CAPITAL
REQUIREMENTS AND THE COMPANY'S ABILITY AND LEVEL OF SUPPORT FOR ITS
EXPLORATION AND DEVELOPMENT ACTIVITIES. THERE CAN BE NO ASSURANCE
THAT THE COMPANY'S EXPLORATION EFFORTS WILL SUCCEED AND THE COMPANY
WILL ULTIMATELY ACHIEVE COMMERCIAL SUCCESS. THESE FORWARD-LOOKING
STATEMENTS ARE MADE AS OF THE DATE OF THIS NEWS
Swingplane Ventures, Inc. For more information please visit our
website at Web: www.swingplaneventuresinc.com Or call Investor
Relations: 1 800-253-1692