UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 25, 2015
STERLING GROUP VENTURES, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-51775 | 72-1535634 | |
| (State or other jurisdiction | (Commission | (IRS Employer | |
| of incorporation) | File Number) | Identification No.) | |
| 802 - 1067 Marinaside Cr., | |||
| Vancouver, B.C., Canada | V6Z 3A4 | ||
| (Address of principal executive offices) | (Zip Code) | ||
Registrant’s telephone number, including area code: (604) 684-1001
n/a
(Former name or former address, if changes since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Section 8 – Other Events
ITEM 8.01 OTHER EVENTS.
On November 25, 2015, Sterling Group Ventures Inc. ("Sterling") signed a letter of intent with Hubei Yaozhihe Chemicals Co. Ltd. Hubei Yaozhihe Chemicals Co. Ltd. holds 5 mining permits and 4 exploration permits and, according to the company, produced approximately 1.9 million tons of phosphate rock in 2014. The letter of intent provides Sterling with exclusivity to April 1, 2016 and includes 50% of its QiaoGou property, of which the other 50% was recently sold to Xingfa Group for RMB 301,719,400 Yuan. Subject to performing the necessary due diligence, the parties agree to form a joint venture company, whose structure is to be negotiated, which will conduct and operate the phosphate properties and chemical plants under Hubei Yaozhihe Chemicals Co. Ltd.
Section 9 – Financial Statements and Exhibits
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
STERLING GROUP VENTURES, INC.
/s/Christopher Tsakok
Christopher Tsakok
Chairman & CEO
November 27, 2015
Exhibit 10.1
Letter of Intent (LOI) between
Hubei YaoZhihe Chemicals Co. Ltd.
and
Sterling Group Ventures, Inc.
Regarding Joint Venture Development of Phosphate Properties and Chemical Plants
of Hubei Yaozhihe Chemicals Co. Ltd.
Party A: Hubei Yaozhihe Chemicals Co. Ltd.
Party B: Sterling Group Ventures, Inc.
Based on mutual benefit, through friendly consultation and negotiation, both parties have reached following letter of intent regarding joint venture development of phosphate properties and chemical plants of Hubei Yaozhihe Chemicals Co. Ltd.
1. Parties
Hubei Yaozhihe Chemicals Co. Ltd. ("Party A") is registered
in Baokang, Hubei province, China.
Address: Yaozhihe village, Maqiao town, Baokang county, Xiangyang city, Hubei province, China
Tel: 07105062157.
Legal representative: Liekui Xu. Ttle: Chairman.
Sterling Group Ventures, Inc. (“Party B”) is
registered in Nevada of USA.
Legal address: 802 - 1067 Marinaside Cr., Vancouver, B.C. Canada V6Z 3A4.
Tel: 001-604-684-1001.
Legal representative: Xuxin Shao. Title: President.
2. Both parties agree to change Party A into Sino-foreign equity joint venture company ("Joint Venture") in Hubei province of China based on Sino-foreign joint venture enterprise law and related regulations by purchasing part of Party A's shares and/or increasing its capital. The joint venture company is a limited liability company. Both parties will contribute the required amounts in registered capital to be agreed upon. Both parties will share the benefits, risks and losses according to their ownerships in the Joint Venture.
3. Both parties agree that joint venture shall conduct and operate phosphate properties and chemical plants under Hubei Yaozhihe Chemicals Co. Ltd. The business scopes of the joint venture shall be exploration, mining and processing of phosphate ores, and development and production of phosphate fertilizers and phosphorus chemicals.
4. After this LOI is signed, Party B shall send its employees and consultants to visit the site and collect related information for evaluation of the project. Based on the evaluation, both parties shall discuss about the value or price of Party A's assets, share price and other business terms.
5. Party B shall pay its own cost for the evaluation of the project.
6. Party B shall keep the information that party A provides including electronic files and paper files confidential. Party B shall not disclose such information to any third party or use for other purposes without written consent from Party A except otherwise requested by laws and regulations of the countries. Such confidentiality term shall be still in effect even when this LOI is terminated or some terms in the LOI are null.
7. The laws of the People's Republic of China are applicable to the establishment, validity, interpretation and performance of this LOI. If both parties do not reach an agreement for cooperation and sign an actual investment agreement before April 1 2016, the LOI will be terminated automatically, or alternatively either party can terminate this LOI by written notice. When the notice is sent out, the LOI is automatically terminated. Either party shall not have any other liabilities to the other party.
8. There are two copies of this LOI. Each party holds one. This LOI is written in Chinese and English languages both versions having the same legal force and effect. In the event of discrepancies in interpretation, the Chinese version prevails.
9. This letter of intent is signed on November 25, 2015. The copy signed by fax shall have the same effectiveness.
Party A:
Hubei Yaozhihe Chemicals Co. Ltd.
Signed by its representative
“Liekui Xu”
Date: November 25, 2015
Party B:
Sterling Group Ventures, Inc.
Signed by its representative
“Xuxin Shao”
Date: November 25, 2015