History

Chinapintza Mining Corp (formerly Black Birch Capital Acquisition II Corp (“Black Birch”) was incorporated pursuant to articles of incorporation dated November 3, 2009 under the Business Corporations Act (Ontario). The Company was a “Capital Pool Corporation” (“CPC”), as this term is defined in the policies of the TSX Venture Exchange (the “Exchange”) since its listing.

On June 14, 2013, Black Birch was acquired by Guangshou Ecuador Minerals Ltd. (“Guangshou”) in a reverse takeover transaction and as result Black Birch continued to carry on the business of Guangshou and continue its business endeavors pursuant to the laws of British Columbia. Effective June 14, 2013, Black Birch changed its name to Chinapintza Mining Corp and trades under the symbol “CPA” on the TSX Venture Exchange.

On November 2, 2012, the Company’s subsidiary in Ecuador entered into an agreement (“Shareholder Agreement”) with Condormining Corporation S.A. (“Condormining”) and JVChinapintza. As per the Shareholder Agreement, Condormining transfered the title of the Chinapintza Property to JVChinapintza in order to further the exploration, evaluation, and if justified, the development and mining of mineral resources within the property for the benefit of the shareholders.

The Company holds 70% shareholder interest of JVChinapintza whereas Condormining holds the other 30% shareholder interest of JVChinapintza.

Black Birch Capital Acquisition II Corp.

Black Birch was incorporated under the CBCA on November 3, 2009. On December 15, 2010, Black Birch completed its IPO for 5,365,000 Black Birch Shares at $0.10 per Black Birch Share and commenced trading on the Exchange as a CPC on March 17, 2011 under the symbol BBT.P. In connection with the Qualifying Transaction and prior to the completion of the Qualifying Transaction, Black Birch held an annual general and special meeting on May 17, 2013, at which it obtained shareholder approval to continue into British Columbia and to change its name to “Chinapintza Mining Corp.” (the “Name Change”). Black Birch is proposing the Name Change in connection with the completion of the Qualifying Transaction in order to more closely reflect its business post-Qualifying Transaction, which will be the development of the Chinapintza mineral property in Ecuador.

Guang Shou

Guang Shou is a privately held company incorporated on October 26, 2012 under the laws of Ecuador. Guang Shou is majority owned by Guangshou Ecuador Minerals Ltd. (“GSI Subco”), which beneficially owns 100% of the outstanding shares of Guang Shou. GSI Subco is the registered shareholder of 799 shares of Guang Shou and GSI Subco is the registered shareholder of the remaining 1 share of Guang Shou, which is held beneficially in trust for GSI Subco to maintain a minimum of two registered shareholders of Guang Shou pursuant to the Declaration of Trust, as required under Ecuador law. GSI Subco was incorporated on March 8, 2013 under the BCBCA for the purposes of completing the Qualifying Transaction.

GSI Subco is owned 95% by G.S. International Mining Co., Ltd. (“GSI”) and 5% by World Pearl Group Ltd. (“WPG”). In connection with the Qualifying Transaction and prior to the Amalgamation.

Guang Shou owns 70% of JV Chinapintza which owns 100% of the Chinapintza Property.

Shareholders’ Agreement

On November 2, 2012, Guang Shou and Condormining entered into the Shareholders’ Agreement regarding JV Chinapintza. Pursuant to the Shareholders’ Agreement, Guang Shou holds a 70% shareholder interest in JV Chinapintza and Condormining holds the remaining 30% shareholder interest. In accordance with the Shareholder Agreement, Condormining transferred the title of Chinapintza Property to JV Chinapintza in return for Guang Shou providing all of the exploration and development expenditures required to establish exploration development (including an underground exploration program) of up to 300 tonnes per day of gold mineral extraction at the Chinapintza deposit under the “Small-scale Mining Regime” under Ecuador law, which limits such exploration extraction to 300 tonnes per day of gold mineral extraction.

Transaction

The Transaction involved two stages with the end result being the Resulting Issuer being the owner of a 70% interest in the Chinapintza Property. The stages are as set out below:

  • 1. Black Birch completed the Continuation and name Change; and
  • 2. BB Subco and GSI Subco complete the Amalgamation, forming Amalco as the wholly-owned subsidiary of the Resulting Issuer with Amalco owning a 100% interest in Guang Shou, and the Resulting Issuer indirectly owning 70% in the Chinapintza Property.


Qualifying Transaction – Resulting Issuer ‘Chinapintza Mining Corp.’

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