ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In connection with and pursuant to the Share Exchange, we issued an aggregate of 65,200,000 shares of restricted common stock (representing 99% of our then outstanding shares of common stock) to the RMC shareholders.
On June 1, 2011, the Company entered into a Data Purchase Agreement with Ioulia Chipilevskaia, a significant shareholder of the Company and former shareholder of RMC and purchased from Ms. Chipilevskaia all of the geological data held by her relating to the Deposit including certain core samples. In consideration for the acquisition of the geological data, the Company issued an aggregate of 1,500,000 shares of restricted common stock to Ms. Chipilevskaia and the Joseph Rosen Foundation, Inc. The closing of the Data Purchase Agreement occurred on June 15, 2011.
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IN CONSIDERATION OF THE COVENANTS and agreements contained in this Purchase Agreement, the parties to this Agreement agree as follows:
Purchase of Goods
The Purchaser will purchase from the Seller the following Geological Data:
1.
56 Boxes of drilling core from drill hole numbers: 224, 226, 228, 231, 233, 234, 235, 236, 237, 238, 239, 240, 242, 243, 244, 245, 247.
Purchase Price
In consideration of and in exchange for the sale, assignment, transfer and conveyance of Geological Data, the Purchaser agrees to issue to Seller 1,500,000 shares of the Purchaser’s common stock. On the Closing Date the Purchaser will make an official entry in the shareholders’ register and will give instructions to the transfer agent to issue the share certificate to the Seller or its nominee in accordance with Seller’s written instructions.
The Seller and the Purchaser both acknowledge the sufficiency of this consideration. The purchase price specified in this Agreement includes the amount of any present or future sales, use, excise or similar tax applicable to the sale of the Goods.
Delivery of Geological Data
At the time of signing of this Agreement the parties confirm that Geological Data has been delivered and accepted the Purchaser’s representative Igor Evgenievich Glushkov at the office of LLC "Koklanovskoe” located at 106-101 K. Marx Str., Kurgan City, Kurgan region Marx Str., Kurgan City, Kurgan Region, Russian Federation.
