Hubei Minkang Pharmaceutical Ltd.: Letter of Intent Signed to Acquire 100% of HBMK Limited
21 Octubre 2010 - 11:59AM
Marketwired
Hubei Minkang Pharmaceutical Ltd. (OTCBB: HBMKD) ("Hubei Minkang",
or the "Company") (formerly Nexgen Petroleum Corp.) is pleased to
announce that it has entered into a letter of intent ("LOI") with
HBMK Limited ("HBMK"), a BVI corporation. HBMK Limited is the sole
shareholder of Hubei Minkang Pharmaceutical Co., Ltd., a company
organized under the laws of the People's Republic of China, or is
in the process of acquiring all of the issued and outstanding
shares in the capital of Hubei Minkang Pharmaceutical Co., Ltd.,
which is a modern pharmaceutical enterprise that produces and
markets Traditional Chinese Medicine in China as well as markets
its products to the US, Japan, Canada, Singapore, Malaysia,
Thailand and Hong Kong among other countries.
On October 18, 2010, the Company and HBMK executed the LOI,
whereby the Company and HBMK intend to complete a Purchase
Agreement (the "Definitive Agreement"), where the Company will
acquire 100% of the issued and outstanding shares of capital stock
of HBMK (the "HBMK Shares") in exchange for 28,000,000 shares of
common stock of the Company (the "Exchange Shares"), on the terms
and subject to the conditions set out in the Definitive Agreement
to be entered into between the Company and HBMK (the "Proposed
Transaction").
Concurrent with the closing of the Proposed Transaction with the
shareholders of HBMK, the Company agrees not to have more than
$50,000 in outstanding liabilities and to dispose of its oil and
gas assets.
The shares of common stock of the Company to be issued to the
shareholders of HBMK in the Proposed Transaction will be issued
pursuant to an exemption from registration requirements and will be
subject to a statutory hold period.
Either the Company or HBMK may terminate the LOI if the parties
fail to enter into a Definitive Agreement on or before November 15,
2010, unless extended by mutual agreement of the parties in writing
for a maximum of 14 days per extension.
In addition, the Company is pleased to announce that it has
changed its name to Hubei Minkang Pharmaceutical Ltd. effective
October 20, 2010 with the Nevada Secretary of State's office. In
addition, effective October 20, 2010, the Company has effected a
one (1) for eight (8) reverse stock split of its authorized and
issued and outstanding common stock. As a result, the Company's
authorized capital has decreased from 1,350,000,000 shares of
common stock with par value of $0.001 per share and 10,000,000
shares of preferred stock with par value of $0.001 per share to
168,750,000 shares of common stock with par value of $0.001 per
share and 10,000,000 shares of preferred stock with par value of
$0.001 per share, and correspondingly its issued and outstanding
capital has decreased from 64,765,941 shares of common stock to
8,095,742 shares of common stock.
The name change and reverse stock split became effective with
the Over-the-Counter Bulletin Board at the opening for trading on
October 21, 2010 under the new stock symbol "HBMKD". The "D" on the
Company's symbol will be removed after 20 business days upon which
the symbol will be "HBMK". The Company's new CUSIP number is 44352W
101.
FORWARD LOOKING STATEMENTS This news release may include
"forward-looking statements" regarding Hubei Minkang Pharmaceutical
Ltd., and its subsidiaries, business and project plans. Such
forward looking statements are within the meaning of Section 27A of
the Securities Act of 1933, as amended, and section 21E of the
United States Securities and Exchange Act of 1934, as amended, and
are intended to be covered by the safe harbor created by such
sections. Where Hubei Minkang Pharmaceutical Ltd. expresses or
implies an expectation or belief as to future events or results,
such expectation or belief is believed to have a reasonable basis.
However, forward-looking statements are subject to risks,
uncertainties and other factors, which could cause actual results
to differ materially from future results expressed, projected or
implied by such forward-looking statements. Hubei Minkang
Pharmaceutical Ltd. does not undertake any obligation to update any
forward looking statement, except as required under applicable
law.
Contacts: Hubei Minkang Pharmaceutical Ltd. Investor Relations
1.866.446.1869
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