Item 1.01 Entry into a Material Definitive Agreement.
The Merger
Genesis Capital Corporation of Nevada, a Nevada corporation (the "Company"), Genesis Capital Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), Mateo Mining Corp., a Delaware corporation ("Mateo"), Christopher Astrom, Richard Astrom, Mark D. Klok, Rock Consulting LLC, Manuel Rendon, Alex DeRoberts and Hidalgo Mining Corporation entered into an Agreement and Plan of Merger (the "Merger Agreement") on July 21, 2009 pursuant to which Merger Sub agreed to merge with and into Mateo, with Mateo being the surviving corporation. Messrs. Christopher and Richard Astrom, who are son and father, prior to the merger own collectively all of the Company's capital stock. Messrs. Klok, Rendon, DeRoberts, Rock Consulting and Hidalgo Mining own collectively all of the Mateo's capital stock. The Merger Agreement is included as Exhibit 2.1 to this Current Report and is the legal document that governs the merger transaction (the "Merger") and the other transactions contemplated by the Merger Agreement. The discussion of the Merger Agreement set forth herein is qualified in its entirety by reference to Exhibit 2.1.
HMIT is in the deal.