Magnolia Solar announced it signed a Share Exchange Agreement
("SEA") with Solar Silicon Resources Group Pte Ltd ("SSRG") to merge
their business interests and assets.
The SEA was entered into between Magnolia Solar and SSRG, and the
parent of SSRG, Auzminerals Resource Group Limited (the "Parent"), both
Singapore corporations. The closing of the transaction is anticipated
to take place in 60-90 days.
Post-closing, SSRG shall become a wholly owned subsidiary of Magnolia
Solar in exchange for which the Parent will own 95% percent and
Magnolia Solar shareholders will own 5% percent of Magnolia Solar. The
name of the combined company is planned to be changed to High Purity
Quartz Technologies ("HPQT"). Based upon the financial condition and
assets of the combined company, High Purity Quartz Technologies plans
to apply to up-list from OTC QB to NYSE MKT or NASDAQ as soon as
SSRG is primarily a technology company that since early 2010, at its
research and test plant facility in Australia, has focused on
validating its advanced new techniques and methods of manufacturing
HPQS and other high purity quartz materials extensively used in the
semiconductor and solar industries, and high-end electronics worldwide.
The SSRG assets include the Lighthouse rock quartz mine in Australia.
SSRG also owns extensive reserves of high-purity silica sand which is
used for HD/LCD TV screens.
Mr. Kevin Graham, Director of SSRG, stated, "High Purity Quartz is
experiencing an unprecedented global demand largely due to the expanded
installation of solar farms for power generation worldwide. We believe
that SSRG has significant experience and proven technical knowledge to
manufacture and supply HPQS, that was largely gained from a three-year
collaboration with two of the leading world experts at its Melbourne
Test Plant. We are confident that the pending business combination with
Magnolia Solar brings additional expertise in advanced solar energy
technologies, that will assist with SSRG's plans to establish a large
capacity HPQS processing plant in the United States."
Mr. Graham added, "Quartz operations are entirely focused on expanding
production to supply raw material to high purity quartz crucible
manufacturers. These crucibles are used to grow silicon crystals. Solar
and semiconductor industries use these crystals for wafers to produce
solar cells and silicon microelectronic chips. We believe this business
combination will lay the foundation to establish expanded refining
operations in the U.S. and Australia. We are already discussing orders
with potential customers and expect to be generating revenue within a
year after closing."
Mr. Graham further stated, "In comparison to other major HPQS
producers, we believe we have a distinct cost advantage due to our
exclusive access to the high-purity silica rock quartz (99.99%
unprocessed) from the Lighthouse mine in Australia."
Dr. Ashok K. Sood, President and CEO of Magnolia Solar, stated, "We
believe that the combined company offers exciting growth opportunities
in the solar and semiconductor industries for high purity quartz