12 unchanged sentences
Business Overview
−Removed: The Company is a Nevada corporation that conducts business operations in Pahang Malaysia through Champmark Sdn Bhd (“CSB”), a privately limited liability company incorporated in Malaysia which is a deemed subsidiary under the management control of our 100% subsidiary GBL.
−Removed: On October 25, 2013, we entered into an Assignment Agreement For the Assignment of Management Right in Merapoh Gold Mines in Malaysia (“Assignment Agreement”) with Federal Mining Resources Limited (“FMR”), a company incorporated under the laws of the British Virgin Islands.
−Removed: FMR owns 85% equity interest in CSB, a privately limited liability company incorporated in Malaysia.
−Removed: CSB is the Mining Contractor of the Mining Lease for Site IV-1 at the Merapoh Gold Mine under the Contract for Work with MMC Corporation Berhad, the Permit Holder of the Mining Lease.
−Removed: Under the terms of the Assignment Agreement, FMR assigned its management rights of CSB’s mining operation in the Mining Lease to the Company, through its wholly-owned subsidiary Gold Billion Global Limited (“GBL”), in exchange for 80,000,000 shares of the Company’s common stock, which constituted 95.26% of our issued and outstanding capital stock as of and immediately after the consummation of the acquisition.
−Removed: GBL was formed on February 7, 2013, by the Board of Directors of FMR to monitor the CSB operation.
−Removed: The acquisition of 100% of the issued and outstanding capital stock of GBL was agreed upon on October 18, 2013, and completed on October 25, 2013, subject to the approval of the Board of Directors and the audit of GBL.
−Removed: On February 17, 2014, we entered into a Supplementary Agreement to the Assignment Agreement and completed a reverse acquisition of GBL pursuant to the Supplementary Agreement.
−Removed: As a result of the acquisition, the Company holds 100% equity interest in GBL and 85% variable interest in CSB.
−Removed: Our consolidated subsidiaries include GBL being our wholly-owned subsidiary and 85% of CSB being a variable interest entity (VIE) and deemed subsidiary of GBL.
−Removed: On April 1, 2014, GBL purchased 85% equity interest of CSB, and CSB became indirect subsidiary of the Company.
−Removed: On May 10, 2021, the Company announced the Sale and Purchase Agreement to acquire the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd, in consideration of issuance of 166,666,667 share of the Company’s stock at $0.03 per share, valued at $5,000,000.
−Removed: 135,666,667 shares and 31,000,000 shares were issued on May 10, 2021 and July 1, 2021, respectively.
−Removed: The completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of the assets of the biofraction plant and the right to use the licensed intellectual property in Sabah, Malaysia.
−Removed: The Company also announced the Share Sale Agreement on May 12, 2021 for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited with Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party, and other individuals unrelated third parties, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000.
−Removed: 321,500,000 shares were issued on May 12, 2021 and the promissory notes were issued on May 12, 2021.
−Removed: The face value (principal) amount of $20,355,000 is repayable by May 12, 2023, and bearing zero coupon interest.
−Removed: The promissory note is priced at $16,290,550 considering the current market interest rate.
−Removed: This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to auditing and due diligence exercise to ascertain the valuation of Bio Resources Limited.
−Removed: On June 9, 2021, the Company entered into a Settlement of Debt Agreement (the “Debt Settlement Agreement”) with the Company’s creditors Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd, Federal Capital Investment Limited and Yorkshire Capital Limited (collectively the “Creditors”) to convert a total of USD 1,945,096 of the Company’s accounts payable to the Creditors into equity by increasing the share capital by means of a subscription for 64,836,533 new restricted shares of the Company’s common stock at a subscription price of $0.03 per share.
−Removed: As set out in the Debt Settlement Agreements, the new restricted shares for settlement of the account payable to Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd and Federal Capital Investment Limited issued to their nominee Internet.com Ltd on June 9, 2021.
−Removed: On June 11, 2021, GBL entered into a Sale and Purchase of Assets Agreement (the “SPA Agreement”) to purchase a factory site from a Malaysia company Segama Ventures Sdn Bhd (“Segaman Ventures”), an unrelated third party, in order to expand the Company’s biofraction plant in Malaysia.
−Removed: Under the terms of the SPA Agreement, the acquisition is satisfied by cash payment of $1,600,000 in two instalments of $800,000 each, one payment upon signing the SPA Agreement, and the second payment within three (3) months from the date of the SPA Agreement.
−Removed: A deposit of $800,000 was paid to Segaman Ventures on June 10, 2021.
−Removed: This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of factory site.
−Removed: The consideration shall be refundable if the transaction fails to complete.
−Removed: On June 17, 2021, the Company through its prospective indirect subsidiary Bio Resources Limited (“BRL”), a company incorporated under the laws of the Labuan, entered into a Shares Sale Agreement with Hermalisa Binti Mohamad Tahir (“Hermalisa”), a company incorporated under the laws of the Malaysia, to acquire the entire issued and paid-up share capital of Global Renewables.
−Removed: Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR 25,000 upon the execution of the Shares Sale Agreement.
−Removed: The acquisition of Global Renewables was subject to the successful completion of the acquisition of the entire issued and paid-up share capital of BRL.
−Removed: Therefore, the acquisition of Global Renewables will dependent upon the successful acquisition of BRL.
−Removed: On June 18, 2021, GBL entered into a Shares Sale Agreement with Lamax Gold Limited (“LGL”), a company incorporated under the laws of the British Virgin Islands, in relation to acquisition of the remaining 15% of the issued and paid-up share capital of CSB.
−Removed: Prior to this acquisition, GBL owned 85% equity in CSB.
−Removed: Upon completion of the acquisition, GBL would own the entire issued and paid-up share capital of CSB.
−Removed: Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR 150,000 ($36,130) upon the execution of the Shares Sale Agreement.
−Removed: This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to auditing and due diligence exercise to ascertain the valuation of 15% of the issued and paid-up share capital of CSB.
−Removed: A deposit of MYR 150,000 ($36,130) was paid to LGL on June 21, 2021.
−Removed: The consideration shall be refundable if the transaction fails to complete.
−Removed: Verde Renewables, Inc.
−Removed: (“VRI”) was incorporated on August 10, 2021, in the State of Missouri, U.S.A.
−Removed: The major operation of VRI will include management of a processing and packaging facility to process organic bio-waste into sources of renewable commodities using its biofraction technology, and distribution of biochar, wood vinegar and bio-gas.
−Removed: VRI is wholly owned by the Company.
−Removed: Verde Estates LLC (“VEL”) was incorporated on August 10, 2021, in the State of Missouri, U.S.A.
−Removed: VEL is formed for the purpose of holding property in Missouri.
−Removed: VEL is wholly owned by VRI.
−Removed: Verde Life Inc.
−Removed: (“VLI”) was incorporated on November 15, 2021, in the State of Oregon, U.S.A.
−Removed: The major operation of VLI will include conducting business in the distribution of THC-free cannabinoid (CBD) products.
−Removed: VLI is wholly owned by the Company.
−Removed: On January 17, 2022, the Company formed a wholly owned subsidiary, Verde Resources (Malaysia) Sdn Bhd, a company incorporated under the laws of the Malaysia, for the purpose of conducting consultation services and distribution of renewable agricultural commodities.
−Removed: On January 20, 2022, the Company has reached a mutual agreement to enter into a Supplement to Promissory Note with each of the 17 lenders (“Lenders”) of the promissory notes that were issued on May 12, 2021, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted common stock priced at $0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022.
−Removed: The Company and the Lenders further agreed that the actual date for the allotment and issue of new shares of the Company’s restricted common stock shall be confirmed in a subsequent written agreement.
+Added: The Company has negotiated with Malaysia state agency PKNP on a 2-year lease for a new mining location that is about 5 km from the current Merapoh mine site.
+Added: The leasing premium has been paid but the mining lease certificate will only be issued upon clearance from the Malaysia Forest Department, which is expected in mid 2022 subject to review on COVID-19 “Movement Control Order” by the Malaysian government.
+Added: For the current Site IV-1 of the Merapoh Gold Mine, our mining operation would focus on mining other resources such as limestones.
+Added: The Company believes that there are excellent growth opportunities for its business outside Malaysia.
+Added: We are constantly exploring for potential acquisition of mining projects in other parts of the world.
+Added: As our business is affected by the fluctuations of gold prices, the Company intends to diversify its product line by acquiring mining projects with potential for different mineral resources other than gold.
+Added: We continue to hold discussions with other mining companies for potential collaboration to carry out exploration and exploitation works on other mineral resources in Southeast Asia regions.
+Added: Apart from the mining industry, the Company has taken steps to look into investment opportunities in the non-mining areas that include the bioenergy industry and the food & beverage sector.
+Added: The Company is diversifying into the green industry with its acquisition of Bio Resources Ltd (“BRL”), the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degree Celsius to 500 degree Celsius to yield commercially valuable bio products:
+Added: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas.
+Added: The intellectual property is a second-generation pyrolysis process where non-food feedstock like the palm biomass wastes is used as feedstock.
+Added: The success of venturing into the green industry is dependent on the completion of the acquisition subject to auditing and due diligence exercise to ascertain the valuation of BRL.
+Added: Apart from the green industry, the Company is also working on a partnership with MRX Technologies, a market leader in commercial extraction systems for cannabis and hemp.
+Added: The partnership includes an agreement for Verde Resources to white-label THC-free CBD products from MRX Technologies.
Corporate History and Structure
5 unchanged sentences
Liang Wai Keen as Secretary.
−Removed: Muthu were added to the Board of Directors.
−Removed: On April 1, 2014, the Board of Directors of Gold Billion Global Limited (“GBL”) notified Federal Mining Resources Limited (“FMR”) upon the decision to exercise the right of option to purchase 85% equity interest of Champmark Sdn Bhd (“CSB”) under Management Agreement Section 3.2.4 dated July 1, 2013, between GBL and FMR.
−Removed: This acquisition was completed on April 1, 2014, with consideration of US$1, and GBL then became 85% shareholder of CSB.
+Added: On April 1, 2014, the Board of Directors of GBL notified Federal Mining Resources Limited (“FMR”) of the decision to exercise its option to purchase an 85% equity interest of Champmark Sdn Bhd (“CSB”) pursuant to Section 3.2.4 of the Management Agreement dated July 1, 2013, between GBL and FMR.
+Added: This acquisition was completed on April 1, 2014, with consideration of $1, and GBL then became an 85% shareholder of CSB.
Effective February 20, 2016, Mr.
−Removed: Wu Ming Ding resigned all of his positions as President and Director of the Company, with Mr.
+Added: Wu Ming Ding resigned from all of his positions as President and Director of the Company, with Mr.
Balakrishnan B S Muthu being appointed President to fill the vacancy created.
Effective February 20, 2016, Mr.
−Removed: Chen Ching was appointed Director of the Company and the entire Board of Directors now consists of Mr.
+Added: Chen Ching was appointed Director of the Company and the entire Board of Directors then consisted of Mr.
Balakrishnan B S Muthu and Mr.
8 unchanged sentences
The following diagram illustrates our current corporate structure:
−Removed: According to ASC 810-05-08 A, CSB is a deemed subsidiary of GBL where GBL controls the Board of Directors of CSB, rights to receive future benefits and residual value, and obligation to absorb loss and finance for CSB.
−Removed: GBL has the power to direct the activities of CSB that most significantly impact CSB’s economic performance and the obligation to absorb losses of CSB that could potentially be significant to the CSB or the right to receive benefits from CSB that could potentially be significant to CSB.
−Removed: GBL is the primary beneficiary of CSB because GBL can direct the activities of CSB through the common directors and 85% shareholder FMR.
−Removed: Under 810-23-42, 43, it is determined that CSB is de-facto agent of the principal GBL and so GBL will consolidate CSB from July 1, 2013.
−Removed: On April 1, 2014, GBL purchased 85% equity interest of CSB, and CSB became indirect subsidiary of the Company.
−Removed: On June 18, 2021, GBL entered into a Shares Sale Agreement with Lamax Gold Limited (“LGL”), a company incorporated under the laws of the British Virgin Islands, in relation to acquisition of the remaining 15% of the issued and paid-up share capital of CSB.
+Added: Pursuant to an Assignment Agreement For The Assignment of Management Right in Merapoh Gold Mines in Malaysia (“Assignment Agreement”) dated October 25, 2013, and a Supplementary Agreement dated February 17, 2014 on further clarifications to the Assignment Agreement signed by the Company with FMR, a company incorporated under the laws of the British Virgin Islands, the 100% interest of FMR in GBL was transferred to VRDR at a consideration of $1.
+Added: This transaction was recorded as a reverse acquisition in accordance with ASC 805-40 “Reverse Acquisitions”.
+Added: The legal parent was VRDR, which was the accounting acquiree, while GBL was the accounting acquirer.
+Added: There was a 15% non-controlling interest of CSB after the acquisition.
+Added: This transaction was accounted for as a recapitalization effected by a share exchange, wherein GBL with its 85% deemed subsidiary CSB was considered the acquirer for accounting and financial reporting purposes.
+Added: The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.
+Added: Prior to the acquisition of GBL, on July 1, 2013, FMR had assigned its rights and obligations pursuant to its 85% interest in Champmark Sdn Bhd (“CSB”) to GBL.
+Added: According to ASC 810-05-08 A, CSB is a deemed subsidiary of GBL because due to the assignment, GBL had gained control of the Board of Directors of CSB, GBL’s rights to receive future benefits and residual value, and GBL’s obligation to absorb losses and provide financing for CSB.
+Added: GBL had the power to direct the activities of CSB that most significantly impact CSB’s economic performance, and the obligation to absorb losses or receive benefits of CSB that could potentially be significant to CSB.
+Added: Accordingly, GBL was the primary beneficiary of CSB.
+Added: Under 810-23-42, 43, it was determined that CSB was de-facto agent and GBL, the principal, and consequently, CSB was considered as a deemed subsidiary of GBL beginning July 1, 2013.
+Added: With the above transactions, GBL became a wholly-owned subsidiary of the Company and CSB, its 85% deemed indirect subsidiary.
+Added: On April 1, 2014, the Board of Directors of GBL notified FMR of the decision to exercise its option to purchase an 85% equity interest of CSB pursuant to Section 3.2.4 of the Management Agreement dated July 1, 2013, between GBL and FMR.
+Added: This acquisition was completed on April 1, 2014, with consideration of $1, and GBL then became an 85% shareholder of CSB.
+Added: On June 18, 2021, GBL entered into a Shares Sale Agreement with Lamax Gold Limited (“LGL”), a company incorporated under the laws of the British Virgin Islands, in relation to acquisition of the remaining 15% of the issued and paid-up share capital of CSB for a consideration of MYR 150,000 ($35,669).
Prior to this acquisition, GBL owned 85% equity in CSB.
−Removed: Upon completion of the acquisition, GBL would own the entire issued and paid-up share capital of CSB.
−Removed: Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR 150,000 upon the execution of the Shares Sale Agreement.
−Removed: This acquisition is currently in progress and the completion of the S&P Agreement is subject to all such acts necessary, including but not limited to auditing and due diligence exercise to ascertain the valuation of 15% of the issued and paid-up share capital of CSB.
−Removed: A deposit of MYR 150,000 ($36,130) was paid to LGL on June 21, 2021.
−Removed: The consideration shall be refundable if the transaction fails to complete.
−Removed: On August 10, 2021, the Company formed a wholly owned subsidiary, Verde Renewables, Inc., for the purpose of conducting business in Missouri (using palm waste to create biochar and related products).
+Added: Upon completion of the acquisition on October 20,2021, CSB became a wholly owned subsidiary of GBL, and indirectly, of the Company.
+Added: On August 10, 2021, the Company formed a wholly owned subsidiary, VRI.
+Added: for the purpose of conducting business in Missouri (using palm waste to create biochar and related products).
Another entity, Verde Estates, LLC, was also formed on August 10, 2021 to own property in Missouri.
1 unchanged sentence
On November 15, 2021, the Company formed a wholly owned subsidiary, Verde Life Inc., an Oregon corporation for the purpose of conducting business in the distribution of THC-free cannabinoid products.
−Removed: On January 17, 2022, the Company formed a wholly owned subsidiary, Verde Resources (Malaysia) Sdn Bhd, a company incorporated under the laws of the Malaysia, for the purpose of conducting consultation services and distribution of renewable agricultural commodities.
−Removed: Contractual Arrangements
−Removed: Our exploration and mining business is currently provided through contractual arrangements with CSB through our wholly-owned subsidiary GBL.
−Removed: CSB, the VIE of GBL, sells gold minerals directly to the registered gold trading company in Malaysia.
−Removed: We have been and are expected to continue to be dependent on our VIE to operate our exploration and mining business.
−Removed: GBL has entered into contractual arrangements with its VIE, which enable us to exercise effective control over the VIE, receive substantially all of the economic benefits from the VIE, and have the option to purchase equity interests in the VIE.
−Removed: On July 1, 2013, the Company’s subsidiary GBL entered into a series of agreements (“VIE agreements”) with FMR and details of the VIE agreements are as follows :
−Removed: Management Agreement, FMR entrusted the management rights of its subsidiary CSB to GBL that include:
−Removed: management and administrative rights over the day-to-day business affairs of CSB and the mining operation at Site IV-1 of the Merapoh Gold Mine;
−Removed: final right for the appointment of members to the Board of Directors and the management team of CSB;
−Removed: to act as principal of CSB;
−Removed: an obligation to provide financial support to CSB;
−Removed: an option to purchase an equity interest in CSB;
−Removed: an entitlement to future benefits and residual value of CSB;
−Removed: a right to impose no dividend policy;
−Removed: human resources management.
−Removed: Debt Assignment, FMR assigned to GBL the sum of money in the amount of US Dollars Three Hundred Nine Thousand Three Hundred Thirty One And Ninety Two cents (US$ 309,331.92), now due to GBL from CSB under the financing obligation from the FMR to CSB.
−Removed: With the above agreements, GBL controls CSB as the primary beneficiary and the operating results of the VIE was included in the condensed consolidated financial statements.
−Removed: CSB holds the operating right to Merapoh Gold Mine (the “Mine”) with all regulatory and government operating licenses in Malaysia.
−Removed: On April 1, 2014, GBL purchased 85% equity interest of CSB, and CSB became indirect subsidiary of the Company.
−Removed: On June 18, 2021, GBL entered into a Shares Sale Agreement to acquire the remaining 15% of the issued and paid-up share capital of CSB.
−Removed: GBL would own the entire issued and paid-up share capital of CSB upon completion of the acquisition.
+Added: On January 17, 2022, the Company formed a wholly owned subsidiary, Verde Resources (Malaysia) Sdn Bhd, a company incorporated under the laws of Malaysia, for the purpose of conducting consultation services and distribution of renewable agricultural commodities.
+Added: On March 23, 2022, the Company, through Verde Resources (Malaysia) Sdn Bhd, entered into a Sale of Shares Agreement (“SSA”) with The Wision Project Sdn Bhd (“Wision”), a company incorporated under the laws of Malaysia, to acquire the one hundred percent (100%) of the issued and paid up ordinary shares in Wision.
Stage of Operation
−Removed: The Company does not own any title and/or concession right in any mines.
−Removed: The Company is undertaking natural mineral resource extraction management services.
−Removed: The Company has negotiated with Malaysia state agency PKNP on a 2-year lease for a new mining location that is about 5 km from the current Merapoh mine site and is currently awaiting clearance approval from Malaysia Forest Department.
−Removed: For the period between January 2021 to December 2021, there was no production at the Merapoh Gold Mine.
−Removed: The objective of the Company is to improve the productivity at the new mine to ensure that the operation will be carried out effectively and efficiently at minimum cost.
−Removed: Current Mining Property and Location
−Removed: Merapoh Gold Mine (the “Mine”)
−Removed: The Merapoh Gold Mine is located in northern Pahang, with convenient road access through Kelantan directly to mine site and is about 400 kilometers away from Kuala Lumpur.
−Removed: Current State of Exploration:
−Removed: As of the date of this report, the Merapoh Gold Mine property is without significant known reserves.
−Removed: The Merapoh Gold Mine commenced exploratory operation in alluvia mining and achieved its first gold pour in July 2011.
−Removed: Through the years of operation, the Company has performed ongoing exercises to improve upon the matching of processing method with the types of ore in order to optimize cost to recovery ratio.
−Removed: In July 2013, production was outsourced to a reputable subcontractor, and developed a resource management system to match ore against processes to achieve the most cost efficient and highest recovery production procedure.
−Removed: There was no gold ore extraction of the Merapoh Gold Mine and no gold concentrate sold for the period between January 1, 2021 and December 31, 2021.
−Removed: Our revenues have been derived from gold production from the Merapoh Gold Mine, but currently there is no production from that mine and we are not certain that there will be production in the coming future.
−Removed: Management continues to search for mining opportunities to generate revenues for the Company in the future.
−Removed: Management continues to search for mining opportunities to generate revenues in the future.
+Added: The Company has negotiated with Malaysia state agency PKNP on a 2-year lease for a new mining location that is about 5 km from the current Merapoh mine site.
+Added: The leasing premium has been paid but the mining lease certificate will only be issued upon clearance from the Malaysia Forest Department, which is expected in mid 2022 subject to review on COVID-19 “Movement Control Order” by the Malaysian government.
+Added: For the current Site IV-1 of the Merapoh Gold Mine, our mining operation would focus on mining other resources such as limestones.
+Added: The Company believes that there are excellent growth opportunities for its business outside Malaysia.
+Added: We are constantly exploring for potential acquisition of mining projects in other parts of the world.
+Added: As our business is affected by the fluctuations of gold prices, the Company intends to diversify its product line by acquiring mining projects with potential for different mineral resources other than gold.
+Added: We continue to hold discussions with other mining companies for potential collaboration to carry out exploration and exploitation works on other mineral resources in Southeast Asia regions.
+Added: Apart from the mining industry, the Company has taken steps to look into investment opportunities in the non-mining areas that include the bioenergy industry and the food & beverage sector.
+Added: The Company is diversifying into the green industry with its acquisition of Bio Resources Ltd (“BRL”), the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degree Celsius to 500 degree Celsius to yield commercially valuable bio products:
+Added: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas.
+Added: The intellectual property is a second-generation pyrolysis process where non-food feedstock like the palm biomass wastes is used as feedstock.
+Added: The success of venturing into the green industry is dependent on the completion of the acquisition subject to auditing and due diligence exercise to ascertain the valuation of BRL.
+Added: Apart from the green industry, the Company is also working on a partnership with MRX Technologies, a market leader in commercial extraction systems for cannabis and hemp.
+Added: The partnership includes an agreement for Verde Resources to white-label THC-free CBD products from MRX Technologies.
Results of Operations
−Removed: For the three months ended December 31, 2021 and 2020:
−Removed: We have generated $0 and $0 revenues for the three months ended December 31, 2021 and 2020, and have recorded a gross profit of $0 and $0 for the three months ended December 31, 2021 and 2020.
−Removed: We have incurred $359,105 and $34,512 in operating expenses through December 31, 2021 and 2020.
−Removed: We have interest expense of $484,168 and $0 for the three months ended December 31, 2021 and 2020.
−Removed: We have other income $25 and $0 for the three months ended December 31, 2021 and 2020.
−Removed: The following table provides selected financial data about our company for the three months ended December 31, 2021 and December 31, 2020.
+Added: For the three months ended March 31, 2022 and 2021:
+Added: We have generated $16,712 and $14,326 revenues for the three months ended March 31, 2022 and 2021, and have recorded a gross (loss)/ profit of ($69,989) and $0 for the three months ended March 31, 2022 and 2021.
+Added: We have incurred $498,773 and $81,606 in operating expenses through March 31, 2022 and 2021.
+Added: We have interest expense of $486,977 and $0 for the three months ended March 31, 2022 and 2021.
+Added: We have other income $99 and $0 for the three months ended March 31, 2022 and 2021.
+Added: The following table provides selected financial data about our company for the three months ended March 31, 2022 and March 31, 2021.
Statement of Operation
Cost of revenue
+Added: Gross (loss) profit
Operating expenses
2 unchanged sentences
The revenue is normally derived from the sales of gold mineral to customers in Malaysia.
−Removed: There was no revenue for the three months ended December 31, 2021 and 2020 because of the depletion of mineral reserves in the mine.
+Added: There was no revenue for the three months ended March 31, 2022 and 2021 because of the depletion of mineral reserves in the mine.
+Added: The revenue instead was derived from sales of wood vinegar and bio char for these periods.
Operating expenses comprised mainly of salaries, office costs, legal and professional fees.
The increase in operating expenses for the period was mainly due to the increase of consultancy, salary, legal and professional fees during the period.
−Removed: The increase in salary expenses for the period was mainly due to the increase number of staff for new segment development during the period.
−Removed: For the six months ended December 31, 2021 and 2020:
−Removed: We have generated $0 and $0 revenues for the six months ended December 31, 2021 and 2020, and have recorded a gross profit of $0 and $0 for the six months ended December 31, 2021 and 2020.
−Removed: We have incurred $723,101 and $98,792 in operating expenses through December 31, 2021 and 2020.
−Removed: We have interest expense of $954,934 and $0 for the six months ended December 31, 2021 and 2020.
−Removed: We have other income $12,115 and $0 for the six months ended December 31, 2021 and 2020.
−Removed: The following table provides selected financial data about our company for the six months ended December 31, 2021 and December 31, 2020.
+Added: The increase in salary expenses for the period was mainly due to the increase number of staff for segment development during the period.
+Added: For the nine months ended March 31, 2022 and 2021:
+Added: We have generated $16,712 and $14,326 revenues for the nine months ended March 31, 2022 and 2021, and have recorded a gross (loss) / income of ($69,989) and $14,326 for the nine months ended March 31, 2022 and 2021.
+Added: We have incurred $1,221,874 and $180,398 in operating expenses through March 31, 2022 and 2021.
+Added: We have interest expense of $1,441,911 and $0 for the nine months ended March 31, 2022 and 2021.
+Added: We have other income $12,214 and $0 for the nine months ended March 31, 2022 and 2021.
+Added: The following table provides selected financial data about our company for the nine months ended March 31, 2022 and March 31, 2021.
Statement of Operation
Cost of revenue
+Added: Gross (loss) profit
Operating expenses
2 unchanged sentences
The revenue is normally derived from the sales of gold mineral to customers in Malaysia.
−Removed: There was no revenue for the six months ended December 31, 2021 and 2020 because of the depletion of mineral reserves in the mine.
−Removed: Operating expenses comprised mainly of salaries, office costs, legal and professional fees.
+Added: There was no revenue for the nine months ended March 31, 2022 and 2021 because of the depletion of mineral reserves in the mine.
+Added: The revenue instead was derived from sales of wood vinegar and bio char for the periods mentioned Operating expenses comprised mainly of salaries, office costs, legal and professional fees.
The increase in operating expenses for the period was mainly due to the increase of consultancy, salary, legal and professional fees during the period.
−Removed: The increase in salary expenses for the period was mainly due to the increase number of staff for new segment development during the period.
−Removed: The average rate of MYR :
−Removed: USD for six months ended December 31, 2021 and December 31, 2020 was 1 to 0.2393 and 1 to 0.2419 respectively.
+Added: The increase in salary expenses for the period was mainly due to the increase in the number of staff for new segment development during the period.
Plan of Operation
7 unchanged sentences
The Company will provide necessary disclosure when any significant agreements have been made with sub-contractors in the future.
−Removed: BOG became the Company’s shareholder in January 29, 2014, and was no longer a third party subcontractor.
−Removed: Expansion Plans
−Removed: The Company has negotiated with Malaysia state agency PKNP on a 2-year lease for a new mining location that is about 5 km from the current Merapoh mine site.
−Removed: The leasing premium has been paid but the mining lease certificate will only be issued upon clearance from the Malaysia Forest Department, which is expected in mid 2022 subject to review on COVID-19 “Movement Control Order” by the Malaysian government.
−Removed: For the current Site IV-1 of the Merapoh Gold Mine, our mining operation would focus on mining other resources such as limestones.
−Removed: The Company believes that there are excellent growth opportunities for its business outside Malaysia.
−Removed: We are constantly exploring for potential acquisition of mining projects in other parts of the world.
−Removed: As our business is affected by the fluctuations of gold prices, the Company intends to diversify its product line by acquiring mining projects with potential for different mineral resources other than gold.
−Removed: We continue to hold discussions with other mining companies for potential collaboration to carry out exploration and exploitation works on other mineral resources in Southeast Asia regions.
−Removed: Apart from the mining industry, the Company is taking steps to look into investment opportunities in the non-mining areas that include the bioenergy industry and the food & beverage sector.
−Removed: The Company is diversifying into the green industry with its acquisition of Bio Resources Ltd (“BRL”), the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degC to 500 degC to yield commercially valuable bio products:
−Removed: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas.
−Removed: The intellectual property is a second-generation pyrolysis process where non-food feedstock like the palm biomass wastes is used as feedstock.
−Removed: The success of venturing into the green industry is dependent on the completion of the acquisition subject to auditing and due diligence exercise to ascertain the valuation of BRL.
−Removed: Apart from the green industry, the Company is also working on a partnership with MRX Technologies, a market leader in commercial extraction systems for cannabis and hemp.
−Removed: The partnership includes an agreement for Verde Resources to white-label THC-free CBD products from MRX Technologies.
Limited Operating History;
7 unchanged sentences
Liquidity and Capital Resources
−Removed: The following table provides selected cash flow data about our company for the six months ended December 31, 2021 and December 31, 2020.
+Added: The following table provides selected cash flow data about our company for the nine months ended March 31, 2022 and March 31, 2021.
Cash Flow Date
1 unchanged sentence
$ (2,721,561 )
−Removed: Net Cash Generated/(Used) from operating activities
−Removed: Net Cash Generated/(Used) from investing activities
−Removed: Net Cash Generated/(Used) from financing activities
+Added: Net Cash Used in operating activities
+Added: Net Cash Used in investing activities
+Added: Net Cash Generated from/(Used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
−Removed: Net increase (decrease) in cash and cash equivalents
+Added: Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
−Removed: For the six months ended December 31, 2021, the Company had incurred net loss from operation of $1,665,920 which posted a negative impact to the company’s cash flow.
−Removed: The reconciliation on non-cash items such as interest expenses, depreciation and amortization provides positive impact on cash.
+Added: For the nine months ended March 31, 2022, the Company had incurred net loss from operation of $2,721,561 which posted a negative impact to the company’s cash flow.
In the operation analysis, the net cash used in operating activities increased from $189,317 to $1,097,381.
The operation loss of $2,721,561 was partially offset by the noncash expenses such as $9,831 in depreciation, $29,434 in amortization, $284,249 in share based compensation and $1,441,911 in interest expenses on promissory notes.
−Removed: In the operating assets and liabilities, the net decrease in current assets resulted from a decrease of other receivables at $26,169 and an increase of other deposits and prepayments of $111,102 whereas the net increase in current liabilities resulted from increase of accrued liabilities and other payables at 28,433, advance from sub-contractor & related parties at $12,623 and $723 decrease of accounts payable.
−Removed: The final result of the cash flow used in operating activities was $543,559 negative cash flow effect.
−Removed: The net cash used by investing activities of $390,836 resulted from advances to related party at $118,848, security deposit paid at $240,000 and acquisition of plant and equipment at $31,988 for the six months ended December 31, 2021.
−Removed: The net cash used by financing activities of $2,610 resulted from repayment of hire purchase creditor for the six months ended December 31, 2021.
−Removed: The net increase in exchange rate effect of $3,888 provided a negative cash flow effect and the overall cash and cash equivalents at the end of December 31, 2021, was decreased by $940,893 with $1,176,729 as the closing balance.
+Added: In the operating assets and liabilities, the net decrease in current assets resulted from an increase of trade receivables at $14,818, increase of other deposits and prepayments of $85,132, an increase in inventories of $81,492 and decrease in right of use assets of $16,142 whereas the net increase in current liabilities resulted from an increase of accrued liabilities and other payables at $24,774 and $719 decrease of accounts payable.
+Added: The net cash used by investing activities of $310,332 resulted from security deposit paid at $240,000 and acquisition of plant and equipment at $70,332 for the nine months ended March 31, 2022.
+Added: The net cash provided by financing activities of $1,004,887 resulted from proceeds from shares to be issued of $1,000,000, net of repayment of lease liabilities for the nine months ended March 31, 2022 of $5,220 and advances from/(to) related parties of $10,107
+Added: The net decrease in exchange rate effect of $7,787 provided a positive cash flow effect and the overall cash and cash equivalents at the end of March 31, 2022, was decreased by $396,039 with $1,722,583 as the closing balance.
The cash flow situation will not allow for operations in the coming next 12 months by self-generated cash provided from operating activities.
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.