Innocent Inc. Enters into Agreement to Acquire 51% of Global Finishing Inc.
June 02 2010 - 9:00AM
Business Wire
Innocent Inc. (OTCBB: INCT) announced today that the company has
entered into an agreement with Global Finish Inc., a Nevada
Corporation, to acquire 51% of the issued and outstanding shares of
Global Finishing Inc. in a share exchange whereby Innocent Inc.
will issue .9 shares of Innocent Inc. rule 144 restricted common
stock for one share of Global Finishing Inc. The agreement has been
approved by an excess of 51% of the shareholders of both Global
Finishing Inc. and Innocent Inc. by majority shareholder consent in
lieu of a meeting. The agreement was signed on May 30, 2010 by the
Companies with the approval of the Board of Directors. The
agreement provides for 10 working days to administer the share
exchange which will result in Global Finishing Inc. to exchange
13,975,208 shares of Global Finishing Inc. 27,402,369 shares issued
and outstanding for 12,557,687 shares of Innocent Inc.,
representing approximately 25.4% ownership of Innocent committed
and issued and outstanding shares of common stock. The agreement
further provides for the share exchange of the remaining 49% under
the same exchange provisions, and that no additional shares of
Global Finish Inc. will be issued until such time as the parties
execute the 49% exchange or decide that not additional share
exchange will take place.
On September 1, 2009 the Innocent Inc. announced the Purchase
Agreement from Global Finishing, Inc. (Frankfurt:G8BA), a Nevada
Corporation, to purchase its interest in the Maria Olivia
Concessions and Miranda PLSA, located in Ecuador, within the
prospective gold and silver bearing vein systems. Global Finishing
Inc. acquired the concessions from Companis Minera Monte-Verde S.A.
Comimontsa in a 100% share exchange for 6,000,000 Global Finishing
Inc., Regulation S common shares which represented 22.8% of its
shares. Global Finishing Inc. also acquired interest in Miranda
PLSA in April 2009 which will result in 100% ownership following
the payment of $2,000,000. The Board of Directors authorized
approval to issuance of ten million (10,000,000) shares of rule 144
restricted common stock, at a agreed per share value of $.10 of
Innocent Inc. to Global Finishing Inc., to acquire the current
interest and all rights of Maria Olivia and Miranda PLSA currently
owned or has rights to and of, for the purchase price of
$1,000,000. Innocent Inc. has been unable to secure the necessary
Ecuador Mining Commission approval to acquire the property interest
as a result of a change in the mining laws of Ecuador that went
into effect January 1, 2010 requiring all companies to reregister
their respective mineral rights, and that US Foreign Corporations
must comply with the new laws via a registered Ecuador Company that
the foreign entity can own once approved by the Ecuador Mining
Commission. The extensive backlog of new and old re-registering
companies makes the time period uncertain when Innocent Inc.’s
Ecuador subsidiary company Just Gold will be approved. The company
has directed that the escrow agent return deposits for the Miranda
PLSA to the parties involved and has been awaiting approval of Just
Gold in order to proceed.
The acquisition of the controlling interest in Global Finishing
Inc., will allow Innocent Inc. to proceed with its Ecuador mineral
interest, although given the time since the initial agreement, the
agreement for the Miranda interest must be renegotiated. Global
Finishing Inc. currently owns the majority interest in an approved
Ecuador subsidiary, Globalfinishing
Ecuador S A that can legally operate and own mining interest
and register new mineral rights and agreements. Innocent will
retain the ownership rights in Companis Minera Monte-Verde S.A.
Comimontsa and the 10,000,000 shares issued in the September 1,
2009 agreement will be offset against the 12,557,687 shares of
common stock due to be issued to Global Finish Inc., for the 51%
interest, leaving a balance of 2,557,687 additional shares to be
issued in the share exchange described above.
Global Finishing Inc. has several documented agreements and
LOI’s currently under due diligence that will be presented before
the Board of Directors for consideration. The Company believes that
Innocent Inc. is in a better position to fund the potential
acquisitions and that Global Finishing Inc. executives will
concentrate on the operations and development of new opportunities.
The use of the currently approved Ecuador Company, (Globalfinishing Ecuador S A) should
expedite the conclusion of several opportunities and insure the
company is in full compliance with the January 1, 2010 changes in
registered and approved operating companies requirements. The most
critical aspect of the agreement will be to provide Innocent Inc.
with the operating company to move forward in Ecuador.
This press release contains forward-looking statements
identified by words such as "believe," "expect," "anticipates" and
similar expressions. Actual results might differ materially from
those projected in, expressed in or implied by the forward-looking
statements. Innocent Inc. cautions investors not to place undue
reliance on forward-looking statements, which speak only as to
management's expectations on this date. Some paragraphs of this
press release, particularly those describing Innocent Inc.
strategies, operating expenses reductions and business plans,
contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1993, as amended and Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. While Innocent Inc. is working to achieve those
goals, actual results could differ materially from those projected
in the forward-looking statements as a result of a number of
factors, including difficulties in marketing its products and
services, need for capital, competition from other companies and
other actions, any of which could have an adverse effect on the
business plans of Innocent Inc., its reputation in the industry or
its expected financial return from operations. Factors such as
these could have an adverse effect on Innocent Inc. results of
operations. In light of significant uncertainties not included in
the forward-looking statements herein, the inclusion of such
information should not be regarded as a representation by Innocent
Inc. that it will be achieved.
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