USG1 Inc., and Canwealth Minerals Corp., update on Merger, 8-K filed by USG1 Inc.
Sep 19, 2012
OTC Disclosure & News Service
New York ,Montreal, QC, Canada -
New York, Montreal, September 19 ,2012 – Canwealth Minerals Corporation “Canwealth” and majority shareholder, ICBS Ltd., (OTCPK: ICBT), announced today that an Agreement and Plan of Merger has been signed with USG1, Inc., and an 8-K has been filed with the SEC by USG1, Inc.
ICBS Ltd., currently owns 70% of Canwealth Minerals Canada. Once the merger is completed, ICBS will own 60.90% of the newly formed company.
At the moment, there is a signed Merger Agreement in place – in effect the conditions to closing, which is the completion of the US audit and the preparation of what is called the Super 8K. The Super 8K is a document which must be filed with the SEC which includes the audited financial statements as well as a detailed description of the business of the new entity. Under SEC rules, the Super 8K must be filed with the SEC no later than the 4th business day following the closing. What typically is done is that you close and file the Super 8K essentially simultaneously when you are ready (ie the audit is done, the financial statements are issued and the narrative is ready). These documents have been submitted to the companies attorneys and CPA.
Kimi Royer, CEO of USG1: “We are very excited to be joining forces with Canwealth. We believe their mineral claims represent substantial value for shareholders and we are looking forward to being a part of this exciting opportunity.”
Garth McIntosh, CEO of ICBS: “We continue to move forward in the process of getting Canwealth publicly traded. Canwealth has an enormous future, and we are excited about the progress being made on a daily basis.”
About Canwealth Minerals Canada:
Canwealth Minerals Corporation - is a mineral exploration and mining company actively searching for gold, silver, PGE, base metal and REE mineral deposits in Quebec. At the present time the company holds 9 Mining properties (268 Claim cells) in Northern Quebec's Abitibi region and the James Bay basin including addition exploration camps in South Western Quebec for a total of 38,573 acres under management and is 100% owned by Canwealth Minerals Corp.
SOURCE: Canwealth Minerals Corporation, ICBS Limited.
CONTACT: Garth McIntosh, President & CEO
Legal Notice Regarding Forward-Looking Statements:
Safe Harbor: This press release contains forward-looking information within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 and is subject to the Safe Harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of ICBS Limited, to be materially different from the statements made herein.
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