LAS VEGAS, Jan. 12, 2011 (GLOBE NEWSWIRE) -- Selva Resources Corporation filed the following 8-K with the SEC:
Item 1.01 Entry into a Material Definitive Agreement. On December 17, 2010, pursuant to the terms of a Stock Purchase Agreement (the "Purchase Agreement") between Long Lane Capital, Inc., a Washington Corporation ("Long Lane"), Gregory M. Wilson ("Wilson"), collectively "Selling Shareholders" and Selva Resources Corp., a Nevada Corporation ("Selva Resources"), Selva Resources purchased 12,907,250 common stock shares and 10,000,000 preferred shares (the "Shares") of Silver Hill Mines, Inc., a Nevada corporation (the "Company") from Selling Shareholders.
Under a Change of Control agreement (the "Control Agreement") by and among Company and Selva Resources, on December 17, 2010, with certain conditions, the Company has agreed to enter into a reverse triangular merger transaction whereby a newly formed empty subsidiary of the Company shall be merged with and into Selva Resources and the separate corporate existence of that empty subsidiary shall cease; Selva Resources shall continue its corporate existence under the laws of the State of Nevada; the name of the surviving merged subsidiary shall be "Selva Resources Corp."; and the stock of the empty subsidiary shall be converted into shares of Selva Resources, while concurrently, the shares of Selva Resources shall be converted into Company stock.
Item 5.01 Changes in Control of Registrant. As a result of the sale of the Shares to Selva Resources referenced above under Item 1.01, the Company experienced a change in control. The Shares represent approximately 25.96% of the issued and outstanding shares of the Common Stock and 100% of the issued and outstanding shares of Preferred Stock Series A, based upon the disclosure in the Company's most recent Form 10-Q (for the quarterly period ended September 30, 2010, filed on November 15, 2010). Each stock of Preferred Stock Series A has the equivalent of 20 votes per share at any meeting of the shareholders where votes are submitted.
The preferred and the common shares as represented by the Shares together represent voting control of the Company.
To the knowledge of the Company, there are not any other arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As part of the arrangement under the aforementioned transaction in Items 1.01 and 5.01 above, Lisa Logan, Vice President of Selva Resources, was appointed Secretary and elected Director to the Company on December 27, 2010. Ms. Logan is currently the vice president and director of Selva Resources and she will continue in those capacities. She is not related to any other officer or director of the Company. Ms. Logan was elected by the current Company board through Section 78.335 of the Nevada Revised Statutes, Chapter 78, Private Corporations.
The complete filing is available on SEC EDGAR database at:
Selva Resources Corp., through its wholly owned operating subsidiary, Selva Gold SAC of Peru, is in the business of processing precious metal minerals with an emphasis in Nazca, Piura, and Cerro de Pasco areas of Peru. The company's increased value is derived from developing pioneering plant operating permits in the Piura region, Strategic mergers with high-revenue competitors, and mineral asset acquisitions.
Silver Hill Mines is a fully reporting and actively traded public company with a large investor base. Lisa Logan says, "This high quality corporate identity is perfectly suited for tapping into the large silver reprocessing projects available to us in Peru. This merger is well timed considering the recent record metal prices."
This Press Release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company has tried, whenever possible, to identify these forward-looking statements using words such as "anticipates", "believes", "estimates", "expects", "plans", "intends", "potential" and similar expressions. These statements reflect the Company's current beliefs and are based upon information currently available to it.
Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the Company's actual results, performance or achievements to differ materially from those expressed in or implied by such statements. The Company undertakes no obligation to update or advise in the event of any change, addition or alteration to the information catered in this Press Release including such forward-looking statements.
CONTACT: Selva Resources Corp Lisa Logan investor.relations@selvaresources.com 888-666-3109