TORONTO , April 24, 2019 /CNW/ - Arehada Mining Limited ("Arehada" or the "Company") announced that it has received the several small installment payments totaling C$1 million (the "Second Installments") from Arehada ( Barbados ) Holding Corporation ("Holding"), as partial payment of the purchase price pursuant to an investment purchase agreement dated as of March 31, 2015 (the "Investment Purchase Agreement") with Arehada ( Barbados ) Corporation, the Corporation's wholly-owned subsidiary ("ABC"), Holding, the Corporation's principal shareholder, and Yunnan Tiancheng Tourist Development Co., Ltd., the Corporation's former indirect subsidiary ("Tiancheng") pursuant to which Holding purchased all of ABC's investment in Tiancheng and Holding agreed to pay the net purchase price for the Tiancheng Investment to the Corporation. The payments due from Holding under the Investment Purchase Agreement are made after deducting the amounts Holding paid for satisfying obligations of the Corporation and ABC in China. For further details of the Investment Purchase Agreement, please see the Corporation's information circular dated March 31, 2015 available at www.sedar.com with respect to the meeting of shareholders held on April 27, 2015 where shareholders of the Corporation approved the voluntary liquidation and dissolution of the Corporation (the "Dissolution") pursuant to section 237 of the Business Corporations Act ( Ontario ).
In connection with the Dissolution, the board of directors of the Corporation have resolved to satisfy or provide for certain of the outstanding obligations of the Corporation (for the aggregate amount of approximately C$80,000 , and to make a second interim distribution to its shareholders from the Second Installments of an aggregate amount of C$624,825 or $0.02 per common share, which will be paid on May 10, 2019 to shareholders of record on April 29, 2019 other than Holding.
Distribution per Share
April 29, 2019
May 10, 2019
Holding is the largest shareholder of the Corporation holding a total of 141,832,308 common shares. The distribution amount payable by the Corporation to Holding will be satisfied by setting off against the purchase price owing by Holding to ABC under the Investment Purchase Agreement.
The cash payment represents the second interim distribution pursuant to the Dissolution. This distribution is designated as return of capital for purposes of the Income Tax Act ( Canada ).
Holding is required under the Investment Purchase Agreement to arrange for further installment payments to be made to the Corporation. When further instalment payments are received by the Corporation from Holding, directors of the corporation will make further distributions to the shareholders after providing for the Corporation's liabilities.
Interview Summons to Steve Fang Wang
The Corporation's CEO, Steve Fang Wang received a summons for interview by the Supervisory Commission of Inner Mongolia Autonomous Region of China on October 27 , 2018. To the Corporation's knowledge, the interview is connected with the investigation by the Supervisory Commission on alleged corruption of a former Vice Mayor of Chifeng City, Inner Mongolia. Mr. Wang is in Inner Mongolia for the purpose of the interview to assist the Supervisory Commission by providing information on certain business dealings in Chifeng City. The Corporation is in the process of obtaining more information on the status of the interview.
Cease Trade Orders
The Corporation reports that as the Corporation had failed to file its audited financial statements for 2010 by the required time, cease trade orders have been issued by each of the Ontario Securities Commission, the British Columbia Securities Commission and the Alberta Securities Commission, and are still in place as of today.
Forward Looking Information
The above contains forward looking information that is subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Generally, forward looking information can be identified by the use of forward looking terminology such as "plans", "expects", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward looking information in this press release relates to the management's expectation on the receipt of further installment payments from Holding, the amount of remaining liabilities of the Corporation; the timing and amount of distributions to shareholders; management's intent to obtain more information on Steve Fan Wang's interview. Although we believe the expectations reflected in our forward looking information are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements. Readers should not place undue reliance on forward looking information.
SOURCE Arehada Mining Limited
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