EX-99.1
238
v089853_ex99-1.htm
Unassociated Document
VICTORY
DIVIDE MINING COMPANY ACQUIRES HEILONGJIANG YANGLIN SOYBEAN GROUP CO.,
LTD
AND
COMPLETES $21.5 MILLION PLACEMENT
Heilongjiang,
PRC, October 10, 2007 - Victory Divide Mining Company (the "Company")(OTC: VCDV)
today announced the acquisition on October 3, 2007 of Faith Winner Investments
Limited, a British Virgin Islands corporation which, through Faith Winner
(Jixian) Agriculture Development Company, a Chinese company, has a series of
contracts with Heilongjiang Yanglin Soybean Group Co. Ltd ("Yanglin"), which
gives it control over Yanglin's business, personnel and finances as if it were a
wholly owned subsidiary. Yanglin is in the business of manufacturing and selling
non-genetically modified soybean products.
Also
on
October 3, 2007, the Company completed a private placement of $21.5 million
through the sale of shares of its Series A Convertible Preferred Stock and
attached warrants. The Series A Convertible Preferred Stock is convertible
into
an aggregate of 10,000,000 shares of the Company's common stock at the option of
the holders of such Series A Convertible Preferred Stock.
Along
with the Series A Convertible Preferred Stock, the Company sold, for no
additional consideration, five series of warrants, Series A, B, J, C and D.
The
Series J warrants may be converted, on a one-for-one basis, into an aggregate
of
7,801,268 shares of the Company's Series B Convertible Preferred Stock, which
then may be converted, on a one-for-one basis, into the Company's common stock.
The Series A, B, C and D warrants are convertible on a one-for-one basis into
10,000,000, 5,000,000, 7,801,268 and 3,900,634 shares of the Company's common
stock, respectively. Each of the warrants has a five year term from October
3,
2007, except for the Series J warrant which has an 18-month term from October
3,
2007. The Series C and D warrants are exercisable only upon the exercise of
the
Series J warrants. The exercise prices are: $2.75 (Series A warrant), $3.50
(Series B warrant); $2.37 (Series J warrant); $3.03 (Series C warrant) and
$3.85
(Series D warrant).
Over
the
past two years, Yanglin's business has shown significant growth with revenues
increasing to $88,078,494 for the fiscal year ended December 31, 2006 from
$38,395,505 for the prior year. Net sales revenue was $69,165,787 for the six
months ended June 30, 2007, an increase from $48,374,638 for the six months
ended June 30, 2006.
Net
income was $6,855,890 for the fiscal year ended December 31, 2006 an
increase from $2,001,075 for fiscal year ended December 31, 2005. Net income
was
$4,612,954 for the six months ended June 30, 2007, an increase from $3,092,655
for the six months ended June 30, 2006.
Shulin
Liu, the Chief Executive Officer of the Company stated, "The closing of our
reverse merger transaction and financing provide us with the capital investment
we need to not only continue the growth of Yanglin's business, but to accelerate
that growth. We can now focus on meeting existing demand for our products,
as
well as accelerating marketing efforts to increase our market share both in
the
PRC and abroad".
Forward-looking
Statements
Statements
made in this news release, may contain forward looking statements concerning
the
Company's business and products. The actual results may differ materially
depending on a number of risk factors including, but not limited to, the
following: general economic and business conditions, development, shipment,
market acceptance, additional competition from existing and new competitors,
changes in technology, and various other factors beyond its control. The Company
undertakes no obligation to revise or update any forward-looking statements
to
reflect events or circumstances after the date of this
release.

EX - 99 . 1 238 v089853 _ ex99 - 1 . htm Un associated Document VICTORY DIVIDE MINING COMPANY ACQUIRES HEILONGJIANG YANGLIN SOYBEAN GROUP CO . , LTD AND COMPLETES $ 21.5 MILLION PLACEMENT Heilongjiang , PRC , October 10 , 2007 - Victory Divide Mining Company ( the " Company " ) ( OTC : VCDV ) today announced the acquisition on October 3 , 2007 of Faith Winner Investments Limited , a British Virgin Islands corporation which , through Faith Winner ( Jixian ) Agriculture Development Company , a Chinese company , has a series of contracts with Heilongjiang Yanglin Soybean Group Co . Ltd ( " Yanglin " ) , which gives it control over Yanglin 's business , personnel and finances as if it were a wholly owned subsidiary . Yanglin is in the business of manufacturing and selling non - genetically modified soybean products . Also on October 3 , 2007 , the Company completed a private placement of $ 21.5 million through the sale of shares of its Series A Convertible Preferred Stock and attached warrants . The Series A Convertible Preferred Stock is convertible into an aggregate of 10,000,000 shares of the Company 's common stock at the option of the holders of such Series A Convertible Preferred Stock . Along with the Series A Convertible Preferred Stock , the Company sold , for no additional consideration , five series of warrants , Series A , B , J , C and D . The Series J warrants may be converted , on a one - for - one basis , into an aggregate of 7,801,268 shares of the Company 's Series B Convertible Preferred Stock , which then may be converted , on a one - for - one basis , into the Company 's common stock . The Series A , B , C and D warrants are convertible on a one - for - one basis into 10,000,000 , 5,000,000 , 7,801,268 and 3,900,634 shares of the Company ' s common stock , respectively . Each of the warrants has a five year term from October 3 , 2007 , except for the Series J warrant which has an 18 - month term from October 3 , 2007 . The Series C and D warrants are exercisable only upon the exercise of the Series J warrants . The exercise prices are : $ 2.75 ( Series A warrant ) , $ 3.50 ( Series B warrant ) ; $ 2.37 ( Series J warrant ) ; $ 3.03 ( Series C warrant ) and $ 3.85 ( Series D warrant ) . Over the past two years , Yanglin 's business has shown significant growth with revenues increasing to $ 88,078,494 for the fiscal year ended December 31 , 2006 from $ 38,395,505 for the prior year . Net sales revenue was $ 69,165,787 for the six months ended June 30 , 2007 , an increase from $ 48,374,638 for the six months ended June 30 , 2006 . Net income was $ 6,855,890 for the fiscal year ended December 31 , 2006 an increase from $ 2,001,075 for fiscal year ended December 31 , 2005 . Net income was $ 4,612,954 for the six months ended June 30 , 2007 , an increase from $ 3,092,655 for the six months ended June 30 , 2006 . Shulin Liu , the Chief Executive Officer of the Company stated , " The closing of our reverse merger transaction and financing provide us with the capital investment we need to not only continue the growth of Yanglin 's business , but to accelerate that growth . We can now focus on meeting existing demand for our products , as well as accelerating marketing efforts to increase our market share both in the PRC and abroad " . Forward - looking Statements Statements made in this news release , may contain forward looking statements concerning the Company 's business and products . The actual results may differ materially depending on a number of risk factors including , but not limited to , the following : general economic and business conditions , development , shipment , market acceptance , additional competition from existing and new competitors , changes in technology , and various other factors beyond its control . The Company undertakes no obligation to revise or update any forward - looking statements to reflect events or circumstances after the date of this release .