Cox Distributing Acquires 100% of Armco & Metawise (HK) Ltd., a ...

Tag : Metal Ores

Cox Distributing, Inc. ("Cox Distributing") (OTCBB: COXD), adistributor of organic fertilizer products, announced the companyhas acquired 100 percent of Armco & Metawise (HK) Ltd.("Armco"), a privately held company based in Hong Kong and China onJune 27, 2008. Armco imports, sells and distributes metal ores, andnon-ferrous metal and is planning to expand its operations into thescrap metal recycling business. After closing on the acquisition ofArmco, Cox Distributing changed its name to China Armco Metals,Inc.
Cox Distributing acquired Armco through a share purchase agreementin which the Company paid Feng Gao, the sole shareholder of Armco$6,890,000 by delivery of a promissory note. In addition, CoxDistributing issued Ms. Gao stock options to purchase 5,300,000shares of Cox Distributing common stock at a price of $1.30 pershare and 2,000,000 shares at $5.00 per share.
Kexuan Yao, founder and Chief Executive Officer of Armco, wasappointed as Chairman of the Board of Directors of Cox Distributingand named its Chief Executive Officer. Pursuant to an agreement,Mr. Yao will have the ability to acquire from Feng Gao 5,300,000shares of Cox Distributing in equal quarters upon reaching certainmilestones including: entering into an employment agreement withCox Distributing, effectiveness of a registration statementrelating to Cox Distributing's securities and Armco achieving aminimum of $75 million in revenue and at least $5 million in netincome generated from Armco for the year ending December 31, 2008on a GAAP audited basis.
Additionally, Stephen E. Cox tendered his resignation as ChiefExecutive Officer, Chief Financial Officer, principal accountingofficer and Chairman of the Board of Directors of Cox Distributingand has agreed to have 7,694,000 shares of Common Stock he ownscancelled in the next 30 days. Mary Ann Cox tendered herresignation as Secretary, Treasurer and Director. Fengtao Wen wasnamed Chief Financial Officer, Weigang Zhao was named Vice GeneralManager of Armco's wholly owned subsidiary, Armet (LianYunGang)Renewable Resources Co., Ltd. and was elected as a Director alongwith Quan Chen.
Cox Distributing and Armco intend to expand Armco's import activityworldwide as well as construct a steel recycling facility initiallycapable of recycling 1 million metric tons of scrap metal annually.
Commenting on the acquisition, Kexuan Yao, CEO of Cox Distributing,Inc., stated, "We are excited to enter this new stage in thecompany's history. On behalf of the new team and board at CoxDistributing, I would like to assure our shareholders that we willwork diligently to transform our company into a world classorganization. We believe Armco will experience tremendous growth ona number of fronts in its operations and are committed to the scrapmetal recycling industry in China which we believe will experiencetremendous growth in the coming years. With this acquisition, thefuture for China Armco Metals has never looked brighter and we areconfident our new team will turn that bright future into areality."
About China Armco Metals, Inc.
China Armco Metals, Inc. formerly known as Cox Distributing, Inc.(OTCBB: COXD) is engaged in China in the sale and distribution ofmetal ores and non-ferrous metals to the metal refinery industry inChina. Armco intends to enter into the steel recycling industry byconstructing a steel recycling facility initially capable ofrecycling 1 million tons of steel scrap annually. Through its U.S.based operations, the company is a distributor of organicfertilizer products used to improve soil and growing conditions forthe potato farmers of eastern Idaho. These products, which arebio-based rather than petroleum-based, add nutrients to the soiland serve as fungicides so as to increase the size and quality ofcrops.
Safe Harbor Statement
In connection with the safe harbor provisions of the PrivateSecurities Litigation Reform Act of 1995, Cox Distributing, Inc.,is hereby providing cautionary statements identifying importantfactors that could cause our actual results to differ materiallyfrom those projected in forward-looking statements (as defined insuch act). Any statements that are not historical facts and thatexpress, or involve discussions as to, expectations, beliefs,plans, objectives, assumptions or future events or performance(often, but not always, indicated through the use of words orphrases such as "will likely result," "are expected to," "willcontinue," "is anticipated," "estimated," "intends," "plans,""believes" and "projects") may be forward-looking and may involveestimates and uncertainties which could cause actual results todiffer materially from those expressed in the forward-lookingstatements. These statements include, but are not limited to, ourguidance and expectations regarding revenues, net income andearnings. In addition, any such statements are qualified in theirentirety by reference to, and are accompanied by, the following keyfactors that have a direct bearing on our results of operations:
We caution that the factors described herein could cause actualresults to differ materially from those expressed in anyforward-looking statements we make and that investors should notplace undue reliance on any such forward-looking statements.Further, any forward-looking statement speaks only as of the dateon which such statement is made, and we undertake no obligation toupdate any forward-looking statement to reflect events orcircumstances after the date on which such statement is made or toreflect the occurrence of anticipated or unanticipated events orcircumstances. New factors emerge from time to time, and it is notpossible for us to predict all of such factors. Further, we cannotassess the impact of each such factor on our results of operationsor the extent to which any factor, or combination of factors, maycause actual results to differ materially from those contained inany forward-looking statements. This press release is qualified inits entirety by the cautionary statements and risk factordisclosure contained in our Securities and Exchange Commissionfilings, including our Annual Report on Form 10-KSB for the yearended December 31, 2007.