Business Development
Terra Nostra Resources Corp (“Terra Nostra” or the “Company”) was formed through a reverse merger with Terra Nostra Technology Ltd (“TNRL”), a fully reporting OTC/Bulletin Board company and a Nevada Corporation. As part of this transaction, Terra Nostra paid a finders’ fee and other consideration while TNRL completed a divestiture and cleared other outstanding debts pursuant to the agreement. The reverse merger was consummated in April, 2005.
In 1994, Shandong Jinpeng Copper Co. Ltd. (“SJCC”) was founded as a wholly Sino private company. SJCC was owned by Ke Zhang, an individual of the PRC (“Sino Partner”) and used to acquire an existing copper processing operation, having associated assets and land use rights, from a local government agency.
On December 23, 2002, Shandong Quanxin Stainless Steel Co. Ltd. (“SQSS”) was formed through a foreign Sino joint venture agreement between SJCC and Hong Kong Hanbang Investment (“HKHI”). Pursuant to the agreement, each party held 50% of the joint venture, which had total registered capital of $26,600,000.
On January 2, 2005, the December 23, 2002 agreement between SJCC and HKHI was amended and restated (the “SQSS JV”). Under the SQSS JV, TNRL was substituted for HKHI as the foreign partner of the Sino Joint Venture and the ownership ratio was changed to 51% and 49% for the foreign and Sino partners, respectively. Under the SQSS JV, TNRL had a total capital contribution commitment of US$13,566,000
Under the laws of the People’s Republic of PRC on Joint Ventures Using Chinese and Foreign Investment, SJCC agreed to contribute certain fixed assets utilized in the production of stainless steel, including equipment, buildings, production lines, property rights and other fixed assets to the joint venture company in exchange for its 49% ownership. Pursuant to the SQSS JV , the effectiveness of the agreement was subject to the fulfillment of certain conditions precedent, including satisfactory due diligence among others by TNRL. Both parties have fulfilled their registered capital obligations under the SQSS joint venture agreement.
On January 10, 2005, Shandong Terra-Nostra Jinpeng Metallurgical Co. Ltd (“STJMC”) was formed under a Sino-Foreign Joint Venture Contract (“STJMC JV”) by converting the corporate structure of SJCC from a private PRC company to a Sino-Foreign joint venture company. TNRL, with a total capital contribution commitment of US$27,234,000, became a 51% foreign owner and Sino Partner became a 49% owner. Sino Partner agreed to contribute certain fixed assets, property rights, and other assets in return for its 49% ownership in the STJMC. Pursuant to the STJMC JV agreement, the effectiveness of the agreement was subject to the fulfillment of certain conditions precedent, including satisfactory due diligence among others by TNRL.
On January 20, 2005, the TNRL changed its name from Terra Nostra Technology Ltd. to Terra Nostra Resources Corp.
On August 17, 2005, Terra Nostra reported all requirements had been fulfilled under the SQSS JV and STJMC JV, leading to the completion of the acquisition of 51% of two Sino-Foreign Joint Venture Companies (together the “Joint Ventures”). As a result of the transactions, Terra Nostra changed its fiscal year end to May 31.
With respect to STJMC, on October 7, 2005, the parties to STJMC entered into an Amended and Restated Joint Venture Contract, whereby the combination of fixed assets contributed by Sino Partner was modified to lessen the tax impact of the transaction on Sino Partner.
In further respect to STJMC, on December 16, 2005, the parties to STJMC entered into a Second Amended and Restated Joint Venture Contract to reflect the intent of the parties to substitute other
assets of the Sino Partner pursuant to the October 7, 2005 agreement and to clarify certain elements of the Amended and Restated Joint Venture Contract. Certain assets (the “Existing Assets”) contributed by Sino Partner to STJMC prior to December 16, 2005 remained as previously disclosed. These Existing Assets included land use rights, equipment, property, among other assets located in Shandong Province, PRC, having operational production capacity of approximately 30,000 MT (“MT”) of copper and additional production capacity of related products. In addition, the Existing Assets include a new 80,000 MT facility that has been constructed but is not yet operational, as discussed below.
The fixed assets that Sino Partner had intended to contribute to STJMC that belonged to Zouping Jinwang and Zouping Regenerated Resources (the “Replaced Assets”) were substituted with assets under construction as Dongying, Shandong Province, PRC (the “New Assets”). The Replaced Assets are used in the recycling of copper and metal scrap and the processing and fabrication of commodity copper and related products. The New Assets are associated with the processing and fabrication of commodity copper. The New Assets have the potential to generate greater productive output and revenues than the Replaced Assets, are better documented, and represent a better fit with STJMC’s strategic goals of improving product quality, expanding production, developing new products, and gaining a greater position in world markets.
STJMC is planning to phase in approximately 140,000 MT of production capacity that has been newly constructed by Sino Partner. There are two parts to this production capacity: the New Assets, which are located in Dongying, Shandong Province, having production capacity of 60,000 MT;
Terra Nostra Resources Corp (“Terra Nostra” or the “Company”) was formed through a reverse merger with Terra Nostra Technology Ltd (“TNRL”), a fully reporting OTC/Bulletin Board company and a Nevada Corporation. As part of this transaction, Terra Nostra paid a finders’ fee and other consideration while TNRL completed a divestiture and cleared other outstanding debts pursuant to the agreement. The reverse merger was consummated in April, 2005.
In 1994, Shandong Jinpeng Copper Co. Ltd. (“SJCC”) was founded as a wholly Sino private company. SJCC was owned by Ke Zhang, an individual of the PRC (“Sino Partner”) and used to acquire an existing copper processing operation, having associated assets and land use rights, from a local government agency.
On December 23, 2002, Shandong Quanxin Stainless Steel Co. Ltd. (“SQSS”) was formed through a foreign Sino joint venture agreement between SJCC and Hong Kong Hanbang Investment (“HKHI”). Pursuant to the agreement, each party held 50% of the joint venture, which had total registered capital of $26,600,000.
On January 2, 2005, the December 23, 2002 agreement between SJCC and HKHI was amended and restated (the “SQSS JV”). Under the SQSS JV, TNRL was substituted for HKHI as the foreign partner of the Sino Joint Venture and the ownership ratio was changed to 51% and 49% for the foreign and Sino partners, respectively. Under the SQSS JV, TNRL had a total capital contribution commitment of US$13,566,000
Under the laws of the People’s Republic of PRC on Joint Ventures Using Chinese and Foreign Investment, SJCC agreed to contribute certain fixed assets utilized in the production of stainless steel, including equipment, buildings, production lines, property rights and other fixed assets to the joint venture company in exchange for its 49% ownership. Pursuant to the SQSS JV , the effectiveness of the agreement was subject to the fulfillment of certain conditions precedent, including satisfactory due diligence among others by TNRL. Both parties have fulfilled their registered capital obligations under the SQSS joint venture agreement.
On January 10, 2005, Shandong Terra-Nostra Jinpeng Metallurgical Co. Ltd (“STJMC”) was formed under a Sino-Foreign Joint Venture Contract (“STJMC JV”) by converting the corporate structure of SJCC from a private PRC company to a Sino-Foreign joint venture company. TNRL, with a total capital contribution commitment of US$27,234,000, became a 51% foreign owner and Sino Partner became a 49% owner. Sino Partner agreed to contribute certain fixed assets, property rights, and other assets in return for its 49% ownership in the STJMC. Pursuant to the STJMC JV agreement, the effectiveness of the agreement was subject to the fulfillment of certain conditions precedent, including satisfactory due diligence among others by TNRL.
On January 20, 2005, the TNRL changed its name from Terra Nostra Technology Ltd. to Terra Nostra Resources Corp.
On August 17, 2005, Terra Nostra reported all requirements had been fulfilled under the SQSS JV and STJMC JV, leading to the completion of the acquisition of 51% of two Sino-Foreign Joint Venture Companies (together the “Joint Ventures”). As a result of the transactions, Terra Nostra changed its fiscal year end to May 31.
With respect to STJMC, on October 7, 2005, the parties to STJMC entered into an Amended and Restated Joint Venture Contract, whereby the combination of fixed assets contributed by Sino Partner was modified to lessen the tax impact of the transaction on Sino Partner.
In further respect to STJMC, on December 16, 2005, the parties to STJMC entered into a Second Amended and Restated Joint Venture Contract to reflect the intent of the parties to substitute other
assets of the Sino Partner pursuant to the October 7, 2005 agreement and to clarify certain elements of the Amended and Restated Joint Venture Contract. Certain assets (the “Existing Assets”) contributed by Sino Partner to STJMC prior to December 16, 2005 remained as previously disclosed. These Existing Assets included land use rights, equipment, property, among other assets located in Shandong Province, PRC, having operational production capacity of approximately 30,000 MT (“MT”) of copper and additional production capacity of related products. In addition, the Existing Assets include a new 80,000 MT facility that has been constructed but is not yet operational, as discussed below.
The fixed assets that Sino Partner had intended to contribute to STJMC that belonged to Zouping Jinwang and Zouping Regenerated Resources (the “Replaced Assets”) were substituted with assets under construction as Dongying, Shandong Province, PRC (the “New Assets”). The Replaced Assets are used in the recycling of copper and metal scrap and the processing and fabrication of commodity copper and related products. The New Assets are associated with the processing and fabrication of commodity copper. The New Assets have the potential to generate greater productive output and revenues than the Replaced Assets, are better documented, and represent a better fit with STJMC’s strategic goals of improving product quality, expanding production, developing new products, and gaining a greater position in world markets.
STJMC is planning to phase in approximately 140,000 MT of production capacity that has been newly constructed by Sino Partner. There are two parts to this production capacity: the New Assets, which are located in Dongying, Shandong Province, having production capacity of 60,000 MT;
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