Sunday, March 13, 2016 7:50:21 PM
REGULATION FD AND CARDINAL RESOURCES INC. THE 8K ON THE HSVW SPA
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Regulation FD (Fair Disclosure) and Cardinal Resources Inc.
The 8K on the Hangzhou Sky Valley Water Technology Co. Ltd.
And An Update on the SPA
March 13, 2016
On Friday March 11, 2016, I gave people a heads-up that we would be issuing news. Unfortunately we were caught by surprise in the 8K process and I apologize for the situation. We have never had a delay once the draft was submitted on an 8K but this time we did. Before going forward I wanted to give a review of how Cardinal Resources Inc. (CDNL) works to comply with the Fair Disclosure rules and protocols.
Our Approach to Regulation FD
CDNL uses a combination of disclosure methods that are reasonably designed to provide broad, non-exclusionary distribution of the information to the public. Our policy is to issue a Form 8K in combination with either a Press Release, and/or posting of the information on our website, Facebook page, with links to our Twitter account.
Throughout this process, we always want to avoid any appearance of “pumping” the stock. It is never our intention, particularly during a year where we have not met our goals and face significant challenges. Even with great news and outlook, there is no guarantee of success. In addition to the normal business challenges we are also working in developing and emerging markets that increase our risk. We are working to shift the thinking in the way clean drinking water is delivered to communities. All of these factors present risks and challenges. We have great faith in the future, but at the same time we work to recognize the reality of the challenges we face.
While there is not a definition of Material Information, clearly information relative to the Hangzhou Sky Valley Water (HSVW) Stock Purchase Agreement (SPA) meets the guidance. We have issued a series of 8Ks covering the signing of the SPA and the extensions we issued. Information was also posted on our website, in the SEC filings section (http://ir.cardinalres.com/all-sec-filings) and the In The News, section on our website (http://www.cardinalres.com/media-center/in-the-news), an email to everyone that has signed up via our website, on our Facebook page with links to Twitter and Linked In.
We will be filing a Form 8K at the start of the week on the HKSW SPA. We are also disclosing through the information through our website (www.cardinalres.com), Facebook and Twitter via this report. We believe this combination of disclosure methods is appropriate particularly with the delay in the Form 8K on March 11th.
The HSVW SPA
As previously reported, the definitive execution copy of the SPA was signed and there have been no changes in the agreement. The Company has determined that the necessary actions and steps have been taken by HSVW with the China State Administration of Foreign Exchange (SAFE) and final arrangements for the transfer of the first tranche funds are underway. Once the funds are verified in the Company’s commercial account in the coming days, the stock will then be transferred to HSVW in accordance with the SPA. With the closing, development of the Joint Venture agreement and other tranche 2 milestones commence. Tranche 2 will close after a number of milestones outlined in the SPA are completed. Closing for tranche 2 is performance based and not timeline based.
HSVW is also continuing to fund the services agreement with the Cardinal Resources. The work and payments on this contract are paid in advance cash transactions that do not directly impact the SPA and do not involve the intellectual property or stock of the Company. The assembly of the first HSVW system (produced in the USA) will be completed, and HSVW has verbally placed the order for the follow on system to be produced in the USA.
Forward-Looking Statements
Certain statements in this presentation constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs but they involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, such as business and political conditions in the geographic areas in which we sell our products, weather and natural disasters, changing interpretations of generally accepted accounting principles; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which we are engaged.
The information set forth herein should be read in light of such risks. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. The forward-looking statements made herein speak only as of the date of this presentation and the Company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company¹s expectations.
Company Contact:
Kevin Jones, CEO
412-374-0989
logo and tagline
Regulation FD (Fair Disclosure) and Cardinal Resources Inc.
The 8K on the Hangzhou Sky Valley Water Technology Co. Ltd.
And An Update on the SPA
March 13, 2016
On Friday March 11, 2016, I gave people a heads-up that we would be issuing news. Unfortunately we were caught by surprise in the 8K process and I apologize for the situation. We have never had a delay once the draft was submitted on an 8K but this time we did. Before going forward I wanted to give a review of how Cardinal Resources Inc. (CDNL) works to comply with the Fair Disclosure rules and protocols.
Our Approach to Regulation FD
CDNL uses a combination of disclosure methods that are reasonably designed to provide broad, non-exclusionary distribution of the information to the public. Our policy is to issue a Form 8K in combination with either a Press Release, and/or posting of the information on our website, Facebook page, with links to our Twitter account.
Throughout this process, we always want to avoid any appearance of “pumping” the stock. It is never our intention, particularly during a year where we have not met our goals and face significant challenges. Even with great news and outlook, there is no guarantee of success. In addition to the normal business challenges we are also working in developing and emerging markets that increase our risk. We are working to shift the thinking in the way clean drinking water is delivered to communities. All of these factors present risks and challenges. We have great faith in the future, but at the same time we work to recognize the reality of the challenges we face.
While there is not a definition of Material Information, clearly information relative to the Hangzhou Sky Valley Water (HSVW) Stock Purchase Agreement (SPA) meets the guidance. We have issued a series of 8Ks covering the signing of the SPA and the extensions we issued. Information was also posted on our website, in the SEC filings section (http://ir.cardinalres.com/all-sec-filings) and the In The News, section on our website (http://www.cardinalres.com/media-center/in-the-news), an email to everyone that has signed up via our website, on our Facebook page with links to Twitter and Linked In.
We will be filing a Form 8K at the start of the week on the HKSW SPA. We are also disclosing through the information through our website (www.cardinalres.com), Facebook and Twitter via this report. We believe this combination of disclosure methods is appropriate particularly with the delay in the Form 8K on March 11th.
The HSVW SPA
As previously reported, the definitive execution copy of the SPA was signed and there have been no changes in the agreement. The Company has determined that the necessary actions and steps have been taken by HSVW with the China State Administration of Foreign Exchange (SAFE) and final arrangements for the transfer of the first tranche funds are underway. Once the funds are verified in the Company’s commercial account in the coming days, the stock will then be transferred to HSVW in accordance with the SPA. With the closing, development of the Joint Venture agreement and other tranche 2 milestones commence. Tranche 2 will close after a number of milestones outlined in the SPA are completed. Closing for tranche 2 is performance based and not timeline based.
HSVW is also continuing to fund the services agreement with the Cardinal Resources. The work and payments on this contract are paid in advance cash transactions that do not directly impact the SPA and do not involve the intellectual property or stock of the Company. The assembly of the first HSVW system (produced in the USA) will be completed, and HSVW has verbally placed the order for the follow on system to be produced in the USA.
Forward-Looking Statements
Certain statements in this presentation constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs but they involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, such as business and political conditions in the geographic areas in which we sell our products, weather and natural disasters, changing interpretations of generally accepted accounting principles; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which we are engaged.
The information set forth herein should be read in light of such risks. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. The forward-looking statements made herein speak only as of the date of this presentation and the Company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company¹s expectations.
Company Contact:
Kevin Jones, CEO
412-374-0989
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