Introduction to VPX1

Setting Up the Fund

The Owner establishes a fund financed by himself and private equity partners to own and grow the River Jordan property under VPX1 Minerals Inc. A special purpose vehicle VPX1 will be created as a reserve fund for the purpose of acquiring VPX1 Minerals Inc.

Ownership Structure

The Owner retains majority ownership. A limited and selected group of key investors will hold no more than 49% of the ownership.

VPX1 Minerals Inc.

VPX1 Minerals Inc. (also referred to as VMI) is a private minerals company with 100% ownership of the VPX1 Jordan River asset, shares of VMI are held by the Owner and by private equity investors.

The SPAC Move

When VPX1 Minerals reaches an asset value of nominally $10 million, VPX1 (the special purpose acquisition company) will use $4 million raised publicly to acquire 40% of VPX1 Minerals Inc. from the private equity investors.

Going Public

VPX1 will hence be a public company that now owns 40% of the key asset of VPX1 Minerals Inc., which is the River Jordan deposit. The Owner will retain 60% ownership of VPX1 Minerals Inc. The Owner may sell parts of his 60% stake privately or in the public market as an insider.

Trading and Structure

VPX1 will continue to trade under the symbol VPX1 while holding VPX1 Minerals as a 100% owned subsidiary of VPX1, the holding company.

Strategic Rationale

• Growth Opportunity: By setting up the fund and nurturing the property, there's a clear path to increasing asset value.
• Access to Capital: Using a SPAC allows for raising public funds to fuel further growth and liquidity.
• Ownership Flexibility: The Owner maintains control while still benefiting from public market liquidity.
• Clear Exit Strategy: The structure provides multiple avenues for cashing out and realizing returns on investment.
• Market Visibility: Being public enhances the company’s profile, potentially attracting more investors and opportunities.

For more information, please contact john.cheng@jchengconsulting.com