British Virgin Islands-incorporated Wellcan Resources Limited, engaged in the acquisition, exploration and development of mineral properties in the Chinese Republic, has announced that JJR II Acquisition Inc., Wellkan, Fit Plus Holdings Limited, Ma Zhaoyang and Liu Bingqiang entered into an acquisition agreement dated April 17, 2009. The definitive agreement, which followed signing the letter of intent in December 2008, provides for the acquisition of all issued and outstanding securities of the BVI company by JJR, by way of share exchange.
The share exchange, which, if completed, will be the qualifying transaction of JJR, provides an offer to the Wellkan shareholders, and the Wellkan shareholders tender their shares pursuant to letters of transmittal. The controlling shareholder has already agreed to tender its common shares of the BVI company, representing 51% of the outstanding Wellkan shares, pursuant to the proposed transaction.
Pursuant to the terms of the Definitive Agreement and the Letter of Transmittal, subject to receipt of applicable regulatory approvals, shareholders of JJR and Wellkan will conduct share exchange while Wellkan will become a wholly owned subsidiary of JJR. Pursuant to the proposed transaction, the holders of the Wellkan shares will exchange their shares for 50,000,000 common shares of JJR, at a price of $0.35 per share.
