ANGUILLA, British West Indies, Oct. 28, 2022 (GLOBE NEWSWIRE) -- KMT-Hansa Corp. (the “Company”) would like to provide an update.
Change of Auditors
The Company has changed its auditors from Harbourside CPA (“Former Auditor”) to Buckley Dodds CPA (“Successor Auditor”). The Former Auditor resigned as the auditor of the Company and the board of directors of the Company appointed the Successor Auditor as the Company’s auditor in each case effective as of October 26, 2022.
There were no reservations or modified opinions in the Former Auditor’s reports on the Corporation’s financial statements during the period that the Former Auditor acted as the Corporation’s auditor. In addition, there are no reportable events, including disagreements, consultations or unresolved issues (as defined in National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) between the Corporation and the Former Auditor.
In accordance with NI 51-102, the notice of change of auditor, together with the required letters from the Former Auditor and the Successor Auditor, have been reviewed by the board of directors of the Corporation and filed on SEDAR.
Directors and Officers
The Company’s current board of directors consist of Messieurs Robert Duffield, Louis Guiraud, Winfield Ding, Donald Wu and Jay Vieira.
The current officers of the Company are Jay Vieira, President and Ankit Gosain, Chief Financial Officer and Corporate Secretary.
Yunnan Land Lease Agreement
Further to the Company’s press release of December 18, 2019, the Company entered into major farming land lease agreement (the “Lease Agreement”) with Yuanjiang Hani Yi and Dai Autonomous County People's Government (collectively, the “Lessor”) whereby the Company intended to lease approximately 5,000 acres in Yuanjiang, Yunnan Province, China from the Lessor.
The Lease Agreement was conditional on the Company obtaining a legal opinion as to the validity and legality of the Lease Agreement. As no such legal opinion was obtained, the Company has decided to not proceed with the proposed transaction and has cancelled the Lease Agreement.
China-Malaysia Qinzhou Industrial Park
Further to the Company’s press release of December 18, 2019, the Company entered into two (2) agreements dated December 4, 2019 for the purchase of rights to use an aggregate of approximately 125 acres of land within the China-Malaysia Qinzhou Industrial Park (the “Property”) with each of Guangxi Hemp Biotech Co. Ltd. and Tou Kit Ming Sing Investment Ltd. (the “Park Transaction”) for an aggregate purchase price of $200,700,000.
Closing of the Park Transaction was conditional on the Company obtaining formal valuation of the Property from an arm’s length third party and title opinions. As no such valuations reports and legal opinion was obtained, the Company has decided to not proceed with the proposed transaction and has cancelled the Park Transaction.
QXCENTURY Ventures Ltd. Letter of Intent
Further to the Company’s press release dated August 27, 2019, the Company announced the execution of a non-binding letter of intent dated August 15, 2019 between the Company and QXCENTURY Ventures Ltd. (“QXC”) whereby KMT agreed to acquire 50% of the issued and outstanding securities of QXC (the “QXC Securities”) for an aggregate purchase of US$5 million.
The Company has decided to not pursue the purchase of the QXC Securities and the parties have executed an agreement to terminate the letter of intent.
HDD Investment Holdings Corp.
Further to the Company’s press release dated August 27, 2019, the Company announced the execution of a non-binding letter of intent dated August 15, 2019 between the Company and HDD Investment Holdings Corp. (“HDD”) whereby the Company agreed to acquire HDD's Lumuwan Forest Farm party (the “Property”) for an aggregate purchase price of CAD$745,734,571.
The Company has decided to not pursue the purchase of the Property and the parties have executed an agreement to terminate the letter of intent.
Pure Global Cannabis Inc.
Further to the Company’s press release dated September 27, 2019, the Company announced the execution of a Joint Development Agreement with Pure Global Cannabis Inc. (“Pure Global”) on September 19, 2019 (the “Pure Global Agreement”). Pursuant to the terms of the Agreement, Pure Global, through its wholly owned subsidiary, PureSinse Inc., was to act as the Company’s management and development partner with respect to the processing, extraction, cultivation and manufacturing of hemp and hemp related products on the Company's holdings in the province of Yunnan.
On March 19, 2020, Pure Global obtained an order (the “Order”) from the Ontario Superior Court of Justice (Commercial List) granting it protection under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) to allow it to stabilize and restructure its business and financial affairs. As a result of the Order, the Pure Global Agreement became null and void.
Shareholders’ Meeting
The Company held its annual and special meeting of shareholders on October 21, 2022. The record date for the meeting was September 16, 2022. Shareholders as at the record date approved the following matters:
| (i) | The appointment of auditors. |
| (ii) | The election of Messieurs Robert Duffield, Louis Guiraud, Winfield Ding, Donald Wu and Jay Vieira as directors of the Company. |
| (iii) | The Company’s rolling 10% stock option plan. |
| (iv) | The voluntary delisting of the Company’s common shares from the NEX and a new listing on the Canadian Securities Exchange. |
Current Operations
The directors have initiated a review process to explore, review and evaluate a broad range of strategic alternatives. The Board’s strategic review process will encompass an evaluation of the Company’s current strategic direction, operations, market valuation and capital structure and will consider appropriate alternatives for the Company which may include one or more of the following: continuation as a standalone public company, strategic investor investment, acquisition by or a merger that may involve all or part of our business or assets and any other strategic alternatives that may be identified during its strategic review.
For further information please contact:
Jay Vieira
Director and Chief Executive Officer
Email: kmthansa@gmail.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
