Canwealth amended Merger with USG1. mantis T

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mantis Tuesday, 10/06/15 06:16:59 PM
Re: None
Post # of 58178

Canwealth amended Merger with USG1. We knew this was coming. Per FINRA this is the last obstacle on the way to exchange listing.

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.

Other than as expressly modified pursuant to the Third Amendment, the Merger Agreement remains in full force and effect. The foregoing description of the Third Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Third Amendment attached hereto as Exhibit 10.4 to this Current Report on Form 8-K, which is incorporated herein by reference.

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