SANTA ANA, Calif.--(BUSINESS WIRE)-- On November 22, 2017, Geo Point Resources, Inc. (the “Company”) entered into a Share Exchange Agreement with TORtec Group, a Wyoming corporation (“TORtec”) and all of the shareholders of TORtec, pursuant to which the Company will acquire 100% of the issued and outstanding shares of common stock of TORtec in exchange for 90% of the issued and outstanding shares of the common stock of the Company. As a result of the acquisition, TORtec will become our wholly-owned subsidiary.
Under the terms of the Agreement, the current shareholders of TORtec will receive an aggregate of 90,000,000 shares (90%) of our common stock. Current shareholders of the Company will retain 10,000,000 shares (10.0%) of the common stock of the Company.
The Agreement also provides that at the closing, the Company’s current Board of Directors will be replaced by Franc Smidt, Ms. Irina Kochetkova, Stephen H. Smoot and Jeffrey R. Brimhall, and up to three representatives designated by Franc Smidt. The new officers of the Company to be appointed by the new Board shall be Stephen H. Smoot, CEO & President; Alex Schmidt, Vice President; Irina Kochetkova, Secretary and Treasurer.
The successful closing of the acquisition is subject to various terms and conditions described in the Agreement, including the delivery of all outstanding shares of TORtec common stock, all required corporate approvals, and delivery of financial statements and other items specified in the Agreement. A copy of the Agreement has been attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 29, 2017. It can be accessed through the SEC’s EDGAR database at www.sec.gov.
We expect the acquisition of TORtec to be finalized on or before December 4, 2017, or as soon thereafter as reasonably possible. Following consummation of the acquisition, we will become engaged, through our subsidiary TORtec Group, in the business of harnessing the natural implosion forces of a vortex (tornado), employing resonating frequencies, to disintegrate soft to ultra-hard materials into micron or nano-sized particles.
On September 9, 2017, TORtec Group entered into an exclusive General License Agreement on commercialization of TOR-technologies in the markets of North, Central and South America. A copy of the Agreement is attached to the Share Exchange Agreement as Annex BB in the Form 8-K filed with the U.S. Securities and Exchange Commission on November 29, 2017.
The ‘TOR-technology’ equipment is best described as a cascaded adiabatic resonance vortex mill utilizing compressed air as the energy in the system. This proprietary technology includes the ability to size and classify material processed by elemental composition and specific gravity.
In some cases, the quality and composition of the materials and liquids processed are new. This TOR-technology has the potential to influence the efficiency and quality of the micro-pulverization industry for re-mineralizing soil, conserving energy, cleaning up and extracting value from mining waste piles and creating new bio-products and metal-ceramic composites.
The 90,000,000 shares of our common stock to be issued to the shareholders of TORtec shall be issued in reliance on one or more exemptions from securities registration. The shares have not been registered under the Securities Act and are "restricted securities" as that term is defined in SEC Rule 144 promulgated under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The shares will be issued in reliance on the exemption provided in Section 4(2) of the Securities Act, SEC Rule 506 or SEC Regulation S, and stock certificates representing those shares of the Company will contain an appropriate restricted legend.
This news release contains forward-looking information that may be affected by certain risks and uncertainties, including those risks and uncertainties described in the Company’s most recent filings with the Securities and Exchange Commission. The Company’s actual results could differ materially from such forward-looking statements. We assume no duty to update these statements at any future date.
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Geo Point Resources, Inc.
Source: Geo Point Resources, Inc.