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Item 1.01. Entry into a Material Definitive Agreement



On October 5, 2015, Canwealth Minerals Corporation, a Delaware Corporation (the “Company”), entered into a third amendment (the “Third Amendment”) to the Agreement and Plan of Merger (as previously amended, the “Merger Agreement”), dated as of August 10, 2012, by and among Canwealth Minerals Corporation, a Delaware corporation, USG1, Inc., a Delaware corporation, and Kimi Royer as representative of USG1, Inc. stockholders (the “Stockholder Representative”).



The Third Amendment amends the Merger Agreement to provide that the Merger Consideration (as defined in the Merger Agreement) shall be payable on or before June 30, 2016.

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