Letters of Intent Signed Proposing Two Spinoff Companies
NEWLOX GOLD VENTURES CORP.
#2000-1500 West Georgia Street, Vancouver BC V6G 2Z6 Letters of Intent Signed Proposing Two Spinoff Companies
Vancouver, BC, March 27, 2013 – Newlox Gold Ventures Corp. (the “Company”) announces that the Company has entered into two letters of intent to enter into a business combination with two arms length Canadian corporations engaged in unrelated businesses. Principals of Newlox have received business opportunities in the Insurance business and the Solar technology business, to take advantage of these opportunities and benefit the shareholders of Newlox each agreement will be assigned to a subsidiary that will be spun off from Newlox subject to shareholder and Court approval to a Plan of Arrangement. The Plan of Arrangement won’t affect the listing or change the business of Newlox which is to develop the Tulox gold property. Shareholders of Newlox will receive shares of the spinoff company’s as of a record date to be set and announced by the board, which date can’t be more than 2 months before the Plan of Arrangement is finally approved by court and put into effect. The shareholders, principals, and board of directors of all three companies’ are unrelated to each other.
Global MGA Financial Inc.
Pursuant to a Letter of Intent with Global MGA Financial Inc. (“MGA”) of Burnaby British Columbia the Company has entered into an assignable agreement to merge with MGA which is intended to be assigned to a wholly owned subsidiary of Newlox. Subject to any requisite corporate and regulatory approvals the subsidiary of Newlox will enter into an amalgamation agreement with MGA on proposed terms such that shareholders of Newlox will receive approximately 2,000,000 shares pro rata of the subsidiary representing less than 10% of the amalgamated company.
Global MGA Financial is in the business of distributing insurance products and financial services in Canada and intend to expand into the Greater China and South East Asian Markets. The company’s wholly owned subsidiary, Mega Bright Financial is a licensed Independent Insurance Agency (IIA) in Canada. Global MGA through its wholly owned subsidiaries in Hong Kong and China plans to implement the IIA distribution model to the growth markets of China and South East Asian countries.
Cdn MSolar Corp.
Pursuant to a Letter of Intent with Cdn MSolar Corp. (“CMS”) of Burnaby British Columbia the Company has entered into an assignable agreement to merge with CMS which is intended to be assigned to a wholly owned subsidiary of Newlox. Subject to any requisite corporate and regulatory approvals the subsidiary of Newlox will amalgamate with CMS on proposed terms such that shareholders of Newlox will receive 1,700,000 shares pro rata of the subsidiary representing approximately 8% of the amalgamated company.
CMS shareholders include Dongying Minghui New Energy Science & Technology Co., Ltd. (“Minghui”) of Dongying of Shandong province, a central city of Yellow River Delta, China and national economic and technological development zone. Minghui has developed over 30 patents in China in conjunction several Chinese universities in new energy power technologies. Minghui designs, manufactures and sells integrated energysaving building technology systems combining its flat-plate solar collector, multi-source heat pump and deep geothermal pump systems. CMS will expand Mingui operations from its base in Canada to the international market, with plans to establish R&D, production and sales outside China.
ON BEHALF OF THE BOARD
“Donald Gordon”
President
Neither the Canadian National Stock Exchange (the “CNSX”) nor its Regulation Services Provider (as that term is defined in the policies of the CNSX) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING STATEMENTS
This news release may contain forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forwardlooking information. Forward looking information in this news release may include, but is not limited to, the Company's objectives, goals or future plans. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.