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DB Metals Joint Venture Agreement
On June 27, 2014, our Board of Directors entered into that certain joint venture agreement dated June 16, 2014 (the "DB Metals Joint Venture
Agreement") with DB Metals SA de CV ("DB Metals"), for the manufacture, distribution and marketing of DB Metal's technology and products.
DB Metals is a technology based company located in Mexico that has been developing during the last six years a novel technology consisting of
a three phase metallurgical process that enables the reduction significantly of time and raw materials required to recycle lead and other non
ferrous metals. As a result of 25 years of experience in the metallurgic field, DB Metals has developed this technology with the financial support
of the National Council of Science and Technology of Mexico. After obtaining highly satisfactory pilot-test results in the scaling up process
financed by the National Council, DB Metals has been able to confirm the benefits of this novel process that enables the reduction of cost, time,
fuel consumption, waste and environmental impact of recycling lead scrap, and that could be applied to recuperate, smelt and refine other non
ferrous metals (the "DB Metals Technological Process"). We desire to create a joint venture with DB Metals for the purpose of developing,
exploiting and marketing the DB Metals Technological Process addressing related market needs.
The general purpose of the DB Metals Joint Venture Agreement is to: (i) address market opportunities for metallurgic processes based on the DB
Metals Technological Process and provide fulfillment funding to operate and/or to license the DB Metals Technological Process to third parties
and to market the metal products addressing business opportunities; (ii) create a joint venture for operational and funding requirements and
commitment of the corresponding DB Metals Technological Process whereby we will be able to address market opportunities; and (iii) have us
establish a marketing and sales platform for DB Metals´s products and the DB Metals Technological Process from time to time for the purpose
of business development.
In further accordance with the terms and provisions of the DB Metals Joint Venture Agreement, prior to June 30, 2014, we shall provide
financial resources to DB Metals in Mexico in the necessary amount as specified to commence operations (the "Funding"). Such Funding shall
be according to the costs described in Attachment A of the DB Metals Joint Venture Agreement. DB Metals shall issue, assign, transfer, and
deliver to us and we shall receive and accept at closing fifty percent (50%) of DB Metals shares issued and outstanding (the “Share Transfer”).
Closing shall be on June 30, 2014 after the fulfilment of all the conditions precedent. The Company shall issue to DB Metal´s shareholders
100,000,000 shares of its restricted common stock at a $0.001 per share price, which will be issued to the shareholders of DB Metals at closing.
The business and affairs shall be managed by our Board of Directors. The Board of Directors shall consist of four (4) persons of which at
closing, DB Metals shall be entitled to appoint and maintain in office two (2) directors (the “DB Metals Directors”) and we shall be entitled to
appoint and maintain in office two (2) directors (“Nano Labs Directors”). At Closing, our Board of Directors shall approve and ratify the
appointment of Eng. Jose Armando Camargo Del Bianco as a director and Chief Technological and Scientific Officer of the Company.
