On August 6, 2021, the Company entered into a Stock Purchase Agreement, (the “Stock Purchase
Agreement”
by and between the Company, Quantum Metal Capital Inc., a New York corporation (“QMC”
, Lim
Khong Soon and Law Lee Poh. Lim Khong Soon and Law Lee Poh were the sole shareholders of QMC and are
officers and directors of the Company. Pursuant to the Stock Purchase Agreement, on that same date, the
Company acquired 100% of the issued and outstanding shares of common stock of QMC for a total purchase
price of $5, which was paid 80% to Lim Khong Soon and 20% to Law Lee Poh, correlating to their respective
ownership of QMC, and therefore QMC became a wholly owned subsidiary of the Company. There were no
changes in the directors or officers of either the Company or QMC as a result of this transaction, and each entity
will continue its operations in the current structure. The Stock Purchase Agreement and the transactions
pursuant to same, were approved by the Board of Directors of the Company as a whole.
b. On August 20, 2021, Quantum Metal Exchange, Inc. (“we, “our,” or the “Company”
entered into a Share
Exchange Agreement, (the “Share Exchange Agreement”
by and between the Company, Quantum Metal Sdn
Bhd, a Malaysia corporation (“QMSB”
and Dato Lim Khong Soon, Tan Eng Foo and Thor Seng Wah, who are
all of the shareholders of QMSB. Dato Lim Khong Soon is also an officer and director of the Company. Pursuant
to the Share Exchange Agreement, on August 20, 2021, the Company acquired 100% of the issued and
outstanding shares of QMSB in exchange for the issuance to the shareholders of QMSB of one million shares
of common stock of the Company, which were issued effective August 23, 2021, as follows: 700,000 shares to
Dato Lim Khong Soon, 150,000 shares to Tan Eng Foo and 150,000 shares to Thor Seng Wah, and therefore
on such date QMSB became a wholly owned subsidiary of the Company. The closing of the Share Exchange
Agreement did not constitute a change in control, as the Company’s largest shareholder remains unchanged
and no other person became the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power
represented by the Company’s then outstanding voting securities. Additionally, there was no change in the
composition of the Company’s board of directors and nor was there any change to the officers of the Company.
Accordingly, there was no change in control of the Company.
c. On September 2, 2021, the Company entered into a Stock Purchase Agreement to acquire 60% of the
issued and outstanding shares of Quantum Metal Corporate Academy PTE LTD (an England and Wales
Corporation) (“QA”
. QA is principally engaged in providing worldwide educational and developmental training
services to individuals in the precious metal commodities industry.
d. On October 8, 2021, the Company entered into a Stock Purchase Agreement to acquire 70% of the
issued and outstanding shares of common stock of Quantum Metal Recovery, Inc. (a Nevada corporation)
(“QMR”
. QMR was established to provide gold mining support to QMEI and its subsidiaries.
e. On December 28, 2021, the Company entered into a Stock Purchase Agreement to acquire 70% of the
issued and outstanding shares of common stock of Quantum Metal Bullion Pte. Ltd (and Australian Company)
(“QMB”
. QMB was established to provide gold mining support to QMEI and its subsidiaries.
*QMEI, QMSB, QMC, QA, QMR, and QMB are collectively referred to as the “Company.”
(20min delay)