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Re: None

Monday, 08/20/2012 9:02:06 PM

Monday, August 20, 2012 9:02:06 PM

Post# of 76
Corporate Structure

The Company has one wholly owned subsidiary, African Mineral Fields Inc. (incorporated under the laws of the British Virgin Islands), which in turn has incorporated two subsidiaries, African Mineral Fields Limited and AB Mining Limited (both incorporated under the laws of Uganda).

The following chart describes the Company’s corporate structure and material subsidiaries:

Read more: http://www.faqs.org/sec-filings/101203/MAGNUS-INTERNATIONAL-RESOURCES-INC_10-K.A/#i3#ixzz248cb1J4O



MAGNUS INTERNATIONAL RESOURCES INC.
(NEVADA CORP)
+
MAGNUS INTERNATIONAL HOLDINGS (BVI)INC.
(BRITISH VIRGIN ISLANDS)
+
AFRICAN MINERAL FIELDS INC.
(BRITISH VIRGIN ISLANDS)

+ +
AFRICAN MINERAL FIELDS LTD AB MINING LTD
(UGANDA) (UGANDA)


As of November 1, 2009, the Company had no employees (over and above its directors, officers and consultants) employed in Vancouver, British Columbia.

The Company’s operating subsidiary in Uganda, African Mineral Fields Limited, employs three persons: one accountant and two housekeepers.

The Company employs one person in China who continues to assist in dealing with matters relating to Long Teng and further payments due to Magnus for the sale of its equity interest in Long Teng.

The Company uses consultants with specific skills to assist with various aspects of its exploration, project evaluation, due diligence, acquisition initiatives, corporate governance, property management, and with accounting and legal matters.


On May 9, 2009 the Lai group entered into an agreement with a new buyer for Long Teng Minging, Mr. Peijan He, under which the Lai group would transfer its interest in Yunnan Long Teng Mining Ltd. to Mr. He for RMB 24.8 million. As the Lai group still owed Magnus RMB 13.5 million for acquiring its interest in Long Teng, on September 3, 2009, Magnus entered into an agreement with the Lai group and Mr. He under which Mr. He agreed to pay RMB 13,500,000 of the purchase price it owes to the Lai group to Magnus instead. This RMB 13,500,000 is payable to Magnus under the agreement as follows: RMB 5,000,000 is payable upon issuance of a new business license of Long Teng to Mr. He or his designee; RMB 4,865,000 is payable to Magnus and 135,000 is payable to Yunnan Beichuan Law firm on or before September 28, 2009; and RMB 3,500,000 is payable on or before October 28, 2009. Under the agreement, Magnus is required to pay a commission of RMB 135,000 and legal fees to Yunnan Beichuan Law firm which is acting as a trust agent for the funds. As at the 10 November 2009, a new business license has been issued reflecting that ownership of Long Teng has been transferred to Mr. He. Consequently, Magnus has received RMB 10,000,000 (approximately $1.466 million) pursuant to the agreement and has paid RMB 135,000 in commission and 50,000 in legal fees to Yunnan Beichuan Law firm. As at November 12, 2009, the remaining 3.5 million RmB (approximately $510,000) related to the sale of Long Teng Mining in China has not been received by Magnus.


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