LETTER OF INTENT
Exhibit 10.1
Parties: |
Destiny Minerals Inc., a Nevada corporation ("Destiny"), and Galaxy Software (Guangzhou) Limited, a People's Republic of China corporation ("Galaxy"), wish to enter into this letter of intent (the "LOI") which will provide for the basic structure of a share exchange and reverse merger between the parties (the "Share Exchange"). |
It is the intention of the parties to enter into a long form agreement governing the Share Exchange by September 30, 2009.
Structure: |
The parties shall complete the Share Exchange in accordance with the terms of this LOI as applicable to the respective companies. Galaxy shall complete a foreign ownership structure pursuant to which beneficial ownership of Galaxy shall be held by a company incorporated in the British Virgin Islands (the "BVI Company"). Destiny will then complete the Share Exchange with the BVI Company and acquire beneficial ownership of 100% of Galaxy. |
Consideration: |
Pursuant to the Share Exchange, all outstanding common shares of the BVI Company shall be exchanged for common shares of Destiny so that at the closing of the Share Exchange (the "Share Exchange Closing") the shareholders of the BVI Company shall hold 54,500,000 post-split common shares of Destiny. All related party debts owed by Destiny shall be cancelled prior to the Share Exchange Closing. |
Conditions |
Prior to the Share Exchange Closing:
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Details of Closing: |
Upon the Share Exchange Closing:
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Termination Events: |
The Share Exchange agreement entered into on the basis of this LOI will have provisions for termination, and the rescission of any actions undertaken in order to fulfill the obligations of this LOI or a subsequent agreement, upon the occurrence of any one of the following events:
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Independent |
Each party acknowledges that it has had the opportunity to obtain its own independent legal and tax advice with respect to the terms of this LOI prior to execution of this LOI and further acknowledges that it fully understands this LOI. Destiny acknowledges that counsel for Galaxy does not represent the interests of Destiny or its shareholders. |
Representations |
Destiny represents and warrants to Galaxy that:
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Representations and Warranties of Galaxy: |
Galaxy represents and warrants to Destiny that:
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Mutual Covenants: |
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Jurisdiction |
The parties agree to attorn to the non-exclusive jurisdiction of the Province of Ontario regarding this LOI. |
Accepted on: September 14, 2009
Destiny Minerals Inc. Galaxy Software (Guangzhou) Limited.
Per: /s/ XXXX XXXXX Per: /s/ XXXXX XXX
Xxxx Xxxxx, CEO Xxxxx Xxx, President
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