SANTIAGO, Chile, Feb. 14, 2013 /PRNewswire/ -- Swingplane Ventures, Inc. (OTC-BB: SWVI) (the "Company" or "Swingplane") is pleased to announce the finalization of the Share Exchange Agreement (the "Agreement") between Swingplane and the shareholders of Mid Americas Corp. ("Mid Americas").
Mid Americas holds the rights under an option agreement for the Algarrobo property in Chile.
Under the terms of the Agreement, the shareholders of Mid Americas will exchange all of the shares of Mid Americas for 100,000,000 shares of common stock and 5,000,000 shares of preferred stock of Swingplane. The terms of the Agreement is finalized between the parties and closing will take place immediately upon the completion of the audit of Mid Americas, expected to be completed early next week. Mid Americas has expended a total of $950,000 under the terms of the option agreement. At closing Mid Americas will have no outstanding debt, save for the costs of the audit, and will become a wholly owned subsidiary of Swingplane. To effect closing, a total of 300,000,000 shares of common stock will be returned to treasury in exchange for 100,000,000 shares of common stock and the shares of preferred stock. The preferred stock will be convertible into share of common stock on the basis of 50 shares for each one share issued and will have voting rights of 100 shares for each one share of preferred stock.
Further, at closing, Swingplane will appoint a director and President to Mid Americas.
At closing, Swingplane will have a total of 235,000,000 shares of common stock and 5,000,000 shares of preferred stock issued and outstanding.
A copy of the Share Exchange Agreement will be filed with the Securities and Exchange Commission by February 15, 2013. Further, the Company will file a Super 8K within 4 days of closing which is expected to take place next week.
President and Director
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Safe Harbor Statement
THIS NEWS RELEASE CONTAINS ""FORWARD-LOOKING STATEMENTS"", AS THAT TERM IS DEFINED IN SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. STATEMENTS IN THIS NEWS RELEASE, WHICH ARE NOT PURELY HISTORICAL, ARE FORWARD-LOOKING STATEMENTS AND INCLUDE ANY STATEMENTS REGARDING BELIEFS, PLANS, EXPECTATIONS OR INTENTIONS REGARDING THE FUTURE.
EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED HEREIN, MATTERS DISCUSSED IN THIS NEWS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH STATEMENTS. STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS THAT ARE PRECEDED BY, FOLLOWED BY, OR THAT INCLUDE SUCH WORDS AS "ESTIMATE"", """ANTICIPATE"", ""BELIEVE"", ""PLAN"" OR ""EXPECT"" OR SIMILAR STATEMENTS ARE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS CONTAINED IN THIS NEWS RELEASE INCLUDE STATEMENTS RELATING TO THE COMPANY''S PLANS TO ENTER INTO A MINING OPTION AGREEMENT WITHIN THE NEXT FORTY-FIVE DAYS. RISKS AND UNCERTAINTIES FOR THE COMPANY INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS ASSOCIATED WITH MINERAL EXPLORATION AND FUNDING AS WELL AS THE RISKS SHOWN IN THE COMPANY'S MOST RECENT ANNUAL AND QUARTERLY REPORTS ON FORM 10-K AND FORM 10-Q, RESPECTIVELY, AND FROM TIME-TO-TIME IN OTHER PUBLICLY AVAILABLE INFORMATION REGARDING THE COMPANY. OTHER RISKS INCLUDE RISKS ASSOCIATED WITH THE REGULATORY APPROVAL PROCESS, COMPETITIVE COMPANIES, FUTURE CAPITAL REQUIREMENTS AND THE COMPANY''S ABILITY AND LEVEL OF SUPPORT FOR ITS EXPLORATION AND DEVELOPMENT ACTIVITIES. THERE CAN BE NO ASSURANCE THAT THE COMPANY''S EXPLORATION EFFORTS WILL SUCCEED AND THE COMPANY WILL ULTIMATELY ACHIEVE COMMERCIAL SUCCESS. THESE FORWARD-LOOKING STATEMENTS ARE MADE AS OF THE DATE OF THIS NEWS RELEASE, AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE FORWARD-LOOKING STATEMENTS, OR TO UPDATE THE REASONS WHY ACTUAL RESULTS COULD DIFFER FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE BELIEFS, PLANS, EXPECTATIONS AND INTENTIONS CONTAINED IN THIS NEWS RELEASE ARE REASONABLE, THERE CAN BE NO ASSURANCE THOSE BELIEFS, PLANS, EXPECTATIONS OR INTENTIONS WILL PROVE TO BE ACCURATE. INVESTORS SHOULD CONSIDER ALL OF THE INFORMATION SET FORTH HEREIN AND SHOULD ALSO REFER TO THE RISK FACTORS DISCLOSED IN THE COMPANY'S PERIODIC REPORTS FILED FROM TIME-TO-TIME WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
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SOURCE Swingplane Ventures, Inc.