DGAP-News: Zoloto Ventures / Key word(s): Merger/Corporate Action Zoloto Ventures: Announces Corporate Action(s) 13.04.2011 / 15:50 --------------------------------------------------------------------- Moscow - Russia - April 13, 2011 - Zoloto Ventures Corp. (Frankfurt: 499) Announced today the following corporate action(s): WHEREAS; Zoloto Ventures will merge with Hail First Pharma Inc, and the surviving entity will be Hail First Pharma Inc., a Pharmaceutical company; Zoloto Ventures will change its name to Hail First Pharma Inc. Zoloto Ventures will reverse its common stock on a 10,000 to 1 basis with no shareholders receiving less than 100 common shares and further to the reverse split a total of 25,000,000 shares will be issued to Hail First Pharma shareholders, 500,000 shares as a finder's fee and an additional 24,500,000 shares are reserved for acquisition(s) for a total of 50,000,000 common shares with no other class of shares outstanding; Zoloto Ventures will transfer its mining licenses, equipment and related operations to Markray Corp. for future considerations and a payment of EUR20,000 and whereby the sole operations remaining will be that of Hail First Pharma; Zoloto Ventures has changed its business from a mining and exploration to a pharmaceutical company; Zoloto Ventures board of directors and officers has or will change upon the corporate actions taken effect to the following: Board of Directors Chairman: H.E. Hussain Al-Awaid Director: H.E. Adel Al-Hosani Director: H.E. Dr. Bassam Two additional board members will be nominated for a total of five board of directors. An interim director was nominated to effect all changes prior to the new board taking over their responsibilities. Officers President and CEO: H.E. Hussain Al-Awaid Treasurer: H.E. Adel Al-Hosani Advisory Board Head of Advisory Board H.E. Dr. Bassam Board Member: H.E. Khalifa Al-Zaffin Board Member: H.E. Shaikh Addulla Bin Butti Al-Hamed Shareholders Al-Dorra, which is a project name for Hail First Pharma and is a name to refer to the group of shareholders represented by H.E. Hussain Al-Awaid, Al-Dorra is a company in the process of formation with expected paid capital to be concluded at $500 million USD. The group holds directly and or indirectly through holdings and or funds 25,000,000 common shares of Hail First Pharma in total. Some of the shares were assigned/ issued and or transferred from indirect holding to direct holdings; Total Indirect Holdings (funds, holdings companies etc.): 22,700,000 common shares Total Direct Holdings: 2,300,000 common shares H.E. Hussain Al-Awaid: 1,000,000 H.E. Dr. Manee Saeed Al-Otaiba: 300,000 H.E. Abdul Rahman Al-Mutaiwee: 100,000 H.E. Ahmad Al-Mutaiwee: 100,000 H.E. Adel Al-Hosani: 300,000 H.E. Khalifa Al-Zaffin: 100,000 H.E. Mefreh Al-Shammary: 100,000 Mr. Mohamed Abdalla Juma Al Sari: 50,000 Sheikh Abdulla Bin Mohamed Bin Butti Al-Hamed: 100,000 Al Mal Capital PSC: 50,000 Union Insurance Company PSC: 50,000 Gulf General Insurance Company PSC: 50,000 The investment manager for Gulf General Insurance, Union Insurance, Al Mal Capital, and Sheikh Abdulla Bin Mohamed Bin Butti Al Hamed is H.E. Adel Al-Hosani and can be reached at +9712-6662800. Upon the execution of the reverse merger, name change and change of business, the company will have a total of approximately 50,015,500 shares outstanding and its opening balance sheet will have no less than EUR50 million in cash and or cash equivalent (non-rated corporate short-term notes, 90 days, 4% interest, conversion feature) as well as EUR150 million in long-term corporate debentures (non-rated corporate debenture with conversion feature) for a total of $200,000,000 USD in net Assets and no liabilities and therefore EUR8.00 per share of net assets. In addition to the Assets, a total of 24,500,000 shares are issued and reserved for acquisitions valued at over EUR245,000,000. The company's market makers expect to begin trading post reverse split at EUR10.00 per common shares. Website Hail First Pharma Inc. is currently constructing a website which will be hosted at the following URL: www.hailfirstpharma.com Mailing Address: The main address for management will be at the following: Hail First Pharma Inc. Dubai Airport Free Trade Zone PO BOX 54620 Dubai, 54620, United Arab Emirates Operational Addresse(s) The operational addresses, laboratories and research facilities will remain at their current locations in Canada and France. The said locations are that of a series of partnerships being acquired and are expected to be concluded by end of April 2011. About Hail First Pharma Hail First Pharma is a pharmaceutical company specializing in acquiring, licensing and distributing of diabetic drugs, drug delivery technology, nutritional products and medical equipment. Important Information About Forward-Looking Statements in this press release may be 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as 'anticipate,' 'believe,' 'estimate,' 'expect,' 'intend' and similar expressions, as they relate to the company or its management, identify forward-looking statements. These statements are based on current expectations, estimates and projections about the company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above. In addition, such statements could be affected by risks and uncertainties related to the exploration for and development of mineralized material, product demand, market and customer acceptance, competition, pricing and development difficulties, as well as general industry and market conditions and growth rates and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. Information on the Company's website does not constitute a part of this release. Contact: Zoloto Ventures/ Hail First Pharma Inc. DRG Advisors LLC Hussain Al-Awaid Robert Albi Chairman President hailfirstpharma@gmail.com Tel. 516-351-8562 End of Corporate News --------------------------------------------------------------------- 13.04.2011 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- 119761 13.04.2011
DGAP-News: Zoloto Ventures: Announces Corporate Action(s)
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