Section 5 Corporate Governance and Management Item 5.01 Change in Control of Registrant.
On September 23, 2011, NHS entered into a Share Exchange Agreement with shareholders of Mineseeker Operations Overseas Ltd., a British Virgin Islands corporation, wherein NHS agreed to a tax-free share exchange pursuant to which Mineseeker shall be a wholly-owned subsidiary of NHS. The parties closed the transaction on Friday, October 7, 2011.
Pursuant to the Agreement, NHS issued 232,000,000 shares of restricted common stock to the individuals set forth in the table below. Mineseeker shareholders tendered an aggregate total of 1,087,500 shares of Mineseeker common stock to NHS in exchange for its shares of restricted common stock.
Mineseeker Shareholder Mineseeker Shares Tendered
NHS Shares Issued Post-Close % Owned Mike Kendrick 752,500 165,500,000 52.5 Mark Dorey 187,500 37,500,000 11.9 Edward Cross 100000 20,000,000 6.3 Graham Miller 15,000 3,000,000 0.9 Richard Trueman 30,000 6,000,000 1.9
Sarah Williams 2,500 500,000 0.1
The issuance of the shares as set forth in table above, has resulted in a change of control of NHS.