Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-KA / REDLINED - Pioneer Exploration Inc. | eightka-redlined.htm |
| EX-3.4 - EXHIBIT 3.4 - Pioneer Exploration Inc. | exhibit3-4.htm |
| EX-3.3 - EXHIBIT 3.3 - Pioneer Exploration Inc. | exhibit3-3.htm |
Exhibit 99.2
|
(a)
|
Pro Forma Financial Information.
|
Pioneer Exploration Inc.
Pro Forma Consolidated Financial Statements
(Expressed in US dollars)
(Unaudited)
| Pro Forma Consolidated Balance Sheet as at MayAugust 31, 2011 | PF - 1 |
| Pro Forma Consolidated Statement of Operations for the Nine MonthsYear Ended MayAugust 31, 2011 | PF - 2 |
|
Pro Forma Consolidated Statement of Operations for the Year Ended August 31, 2010
|
PF - 3 |
| Notes to the Pro Forma Consolidated Financial Statements | PF - 43 |
Exhibit 99.2 / Redlined - Page -1
Pioneer Exploration Inc.
Pro Forma Consolidated Balance Sheet
As at MayAugust 31, 2011
(Expressed in U.S. dollars)
(Unaudited)
|
Pioneer
As at
May 31,
|
IBA Green
As at
August 31
|
Pro Forma
Adjustments
|
Pro Forma
|
||||||||||||||
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Pioneer 2011
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IBA Green 2011
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Note 3
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Consolidated
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||||||||||||||
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ASSETS
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|||||||||||||||||
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Current Assets
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|||||||||||||||||
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Cash
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$ | 4,9753,194 | $ | 40 | $ | – | $ | 5,0153,234 | |||||||||
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Total Assets
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$ | 4,9753,194 | $ | 1,926,04040 | $ | – | $ | 1,931,0153,234 | |||||||||
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LIABILITIES
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|||||||||||||||||
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Current Liabilities
|
|||||||||||||||||
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Accounts payable
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$ | 19,10519,298 | $ | – | $ | – | $ | 19,105298 | |||||||||
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Accrued liabilities
|
39,68532,300 | - 5,000 | – | 39,68557,300 | |||||||||||||
|
Due to related partyparties
|
92,34491,610 | -24,940 | – | 92,344116,550 | |||||||||||||
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Convertible notes payable
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151,000171,000 | – | – | 151171,000 | |||||||||||||
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Total Liabilities
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302,134314,208 | 1,876,04049,940 | – | 2,178,174364,148 | |||||||||||||
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SHAREHOLDERS’ EQUITY
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|||||||||||||||||
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Preferred Stock
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– | – | – | – | |||||||||||||
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Common Stock
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11,265 | 50,000 |
(a)
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38,500 | 49,765 | ||||||||||||
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(a)
|
(50,000 | ) | |||||||||||||||
|
Additional Paid-in Capital
|
142152,670 | – |
(a)
|
(1542,670 | ) | – | |||||||||||
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Donated Capital
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43,50044,250 | – |
(a)
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(43,50044,250 | ) | – | |||||||||||
|
Accumulated Deficit
|
(494,594519,199 | ) | -(99,900 | ) |
(a)
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494,594519,199 | (296,924410,679 | ) | |||||||||
|
(a)
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(296,924310,779 | ) | |||||||||||||||
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Total Stockholders’ Deficit
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(297,159311,014 | ) | (50,00049,900 | ) | – | (247,159360,914 | ) | ||||||||||
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Total Liabilities and Stockholders’ Deficit
|
$ | 4,9753,194 | $ | 1,926,04040 | $ | – | $ | 1,931,0153,234 | |||||||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
Exhibit 99.2 / Redlined - Page -2
Pioneer Exploration Inc.
Pro Forma Consolidated Statement of Operations
For the Nine Months Year Ended MayAugust 31, 2011
(Expressed in U.S. dollars)
(Unaudited)
|
Pioneer
Nine MonthsYear
Ended
MayAugust 31,
|
IBA Green
Period from July 21, 2011
(Date of Incorporation)
to August 31,
|
Pro Forma
Adjustments
|
Pro Forma
|
||||||||||||||
|
2011
|
2011
|
Note 3
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Consolidated
|
||||||||||||||
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Revenue
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$ | – | $ | – | $ | – | $ | – | |||||||||
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Expenses
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|||||||||||||||||
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Accretion of beneficial conversion feature
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11,200 | – |
(a)
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(11,200 | ) | – | |||||||||||
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Donated services
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2,2503,000 | – |
(a)
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(3,000 | ) | – | |||||||||||
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Foreign exchange loss
|
8,872097 | – |
(a)
|
(8,872097 | ) | – | |||||||||||
|
General and administrative
|
6,83111,041 | -15,654 |
(a)
|
(6,83111,041 | ) | -15,654 | |||||||||||
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Accretion of beneficial conversion featureManagement fees
|
–1,200 | -58,500 | –1,200 | -58,500 | |||||||||||||
|
Professional fees
|
27,80938,230 | -25,746 |
(a)
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(27,80938,230 | ) | -25,746 | |||||||||||
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Total Expenses
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46,93271,568 | -99,900 | (46,96271,568 | ) | -99,900 | ||||||||||||
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Net Loss
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$ | (71,568 | ) | $ | -(99,900 | ) | $ | 46,93271,568 | $ | -(99,900 | ) | ||||||
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Pro forma basic and diluted loss per share (Note 4)
|
$ | – | |||||||||||||||
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Pro forma weighted average shares outstanding
|
49,764,500 | ||||||||||||||||
Pioneer Exploration Inc.
Pro Forma Consolidated Statement of Operations
For the Year Ended August 31, 2010
(Expressed in U.S. dollars)
(Unaudited)
|
Pioneer
Year
Ended
August 31,
|
IBA Green
Period from July 21, 2011
(Date of Incorporation)
to August 31,
|
Pro Forma
Adjustments
|
Pro Forma
|
||||||
|
2010
|
2011
|
Note 3
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Consolidated
|
||||||
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Revenue
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$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
|
|
Expenses
|
|||||||||
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Donated services
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4,500
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–
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(a)
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(4,500)
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–
|
||||
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Foreign exchange loss
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1,951
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–
|
(a)
|
(1,951)
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–
|
||||
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General and administrative
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7,190
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–
|
(a)
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(7,190)
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–
|
||||
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Professional fees
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35,375
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–
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(a)
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(35,375)
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–
|
||||
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Total Expenses
|
49,016
|
–
|
(49,016)
|
–
|
|||||
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Operating Loss
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(49,016)
|
–
|
49,016
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–
|
|||||
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Other Income (Expense)
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|||||||||
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Impairment of note receivable
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(93,760)
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–
|
(a)
|
93,760
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–
|
||||
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Interest income
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8,713
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–
|
(a)
|
(8,713)
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–
|
||||
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Gain on sale of investment
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10,087
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–
|
(a)
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(10,087)
|
–
|
||||
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Net Loss
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$
|
(123,976)
|
$
|
–
|
$
|
123,976
|
$
|
–
|
|
|
Pro forma basic and diluted loss per share (Note 4)
|
$
|
–
|
|||||||
|
Pro forma weighted average shares outstanding
|
49,764,500
|
||||||||
The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.
Exhibit 99.2 / Redlined - Page -3
Pioneer Exploration Inc.
Notes to Pro Forma Consolidated Financial Statements
(Expressed in U.S. dollars)
(Unaudited)
|
1.
|
Basis of Presentation
|
Pursuant to a Letter AgreementShare Purchase Agreement dated September 30October 28, 2011, Pioneer Exploration Inc. (“Pioneer”) acquired all of the issued and outstanding common shares of IBA Green Inc. (“IBA Green”) in exchange for the issuance by Pioneer to the shareholders of IBA Green an aggregate of 38,500,000 shares of common stock. See Note 2.
These unaudited pro forma financial statements (“pro forma financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. These pro forma financial statements do not contain all of the information required for annual financial statements. Accordingly, they should be read in conjunction with the most recent annual and interim financial statements of Pioneer and IBA Green.
These pro forma financial statements have been compiled from and include:
(a) an unaudited pro forma balance sheet combining the unaudited balance sheet of Pioneer as at MayAugust 31, 2011, with the audited balance sheet of IBA Green as at August 31, 2011, giving effect to the transaction as if it occurred on September 1, 201009.
(b) an unaudited pro forma statement of operations including the audited annual statement of operations of Pioneer for the year ended August 31, 2010, with the audited statement of operations of IBA Green for the period from incorporation on July 21, 2011, to August 31, 2011, giving effect to the transaction as if it occurred on September 1, 2009.
(cb) an unaudited pro forma statement of operations combining the unaudited interimannual statement of operations of Pioneer for the nine monthsyear ended MayAugust 31, 2011, with the audited statement of operations of IBA Green for the period from incorporation on July 21, 2011, to August 31, 2011, giving effect to the transaction as if it occurred on September 1, 2010.
The unaudited pro forma financial statements have been compiled using the significant accounting policies as set out in the audited financial statements of Pioneer for the year ended August 31, 20110. Based on the review of the accounting policies of IBA Green, it is Pioneer management’s opinion that there are no material accounting differences between the accounting policies of Pioneer and IBA Green. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto of Pioneer.
It is management’s opinion that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with United States generally accepted accounting principles applied on a basis consistent with Pioneer’s accounting policies. No adjustments have been made to reflect potential cost savings that may occur subsequent to completion of the transaction. The pro forma statement of operations does not reflect non-recurring charges or credits directly attributable to the transaction, of which none are currently anticipated.
The unaudited pro forma financial statements are not intended to reflect the results of operations or the financial position of Pioneer which would have actually resulted had the proposed transaction been effected on the dates indicated. Further, the unaudited pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future.
|
2.
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Acquisition
|
Pursuant to a Letter AgreementShare Purchase Agreement dated September 30October 28, 2011, Pioneer agreed to acquire all of the issued and outstanding shares of IBA Green in exchange for the issuance of 38,500,000 shares of Pioneer’s common stock. The share exchange was treated as a reverse acquisition with IBA Green deemed the accounting acquirer and Pioneer deemed the accounting acquiree under the purchase method of accounting, with the former shareholders of IBA Green controlling approximately 77% of the issued and outstanding common shares of Pioneer after the closing of the
transaction. The reverse merger is deemed a recapitalization and the consolidated financial statements represent the continuation of the financial statements of IBA Green (the accounting acquirer/legal subsidiary) except for its capital structure, and the consolidated financial statements reflect the assets and liabilities of IBA Green recognized and measured at their carrying value before the combination and the assets and liabilities of Pioneer (the legalaccounting acquiree/legal parent). The equity structure reflects the equity structure of Pioneer, the legal parent, and the equity structure of IBA Green, the accounting acquirer, as restated using the exchange ratios established in the share exchange agreement to reflect the number of shares of the legal parent.
The preliminary allocation of the purchase price is summarized in the table below and is subject to change.
|
Net book value of Pioneer net assets to be acquired
|
||
|
Cash
|
$
|
4,9753,194
|
|
Accounts payable
|
(19,10519,298)
|
|
|
Accrued liabilities
|
(39,68532,300)
|
|
|
Due to related parties
|
(92,34491,610)
|
|
|
Convertible notes payable
|
(151171,000)
|
|
|
$
|
(297,159311,014)
|
|
Exhibit 99.2 / Redlined - Page -4
Pioneer Exploration Inc.
Notes to Pro Forma Consolidated Financial Statements
(Expressed in U.S. dollars)
(Unaudited)
|
3.
|
Pro Forma Assumptions and Adjustments
|
The unaudited pro forma consolidated financial statements incorporate the following pro forma assumptions and adjustments:
|
(a)
|
In connection with the closing of the share exchange agreementShare Purchase Agreement, Pioneer agreed to acquire all of the issued and outstanding common shares of IBA Green from the shareholders of IBA Green in exchange for the issuance by Pioneer to the shareholders of IBA Green of an aggregate of 38,500,000 shares of the common stock, on a pro rata basis. The acquisition has been accounted for using the purchase method with IBA Green identified as the acquirer and the business acquired recorded at book value. The purchase price for the amalgamation has been allocated to the acquired assets and liabilities of Pioneer on a pro forma basis as described in Note 2. IBA
Green’s common stock and Pioneer’s accumulated deficit as at MayAugust 31, 2011, are eliminated upon consolidation.
|
|
4.
|
Pro Forma Loss Per Share:
|
Pro forma basic and diluted loss per share for the nine monthsyear ended MayAugust 31, 2011 and the year ended August 31, 2010has been calculated based on the weighted average number of common shares issued during the respective periods plus all common share issuances relating to the share exchange agreement. The common shares have been treated as issued on September 1, 2010.and September 1, 2009 respectively.
|
Nine Month
Ended
May 31,
2011
|
Year
Ended
August 31,
20102011
|
|
|
Basic pro forma loss per share computation
|
||
|
Numerator:
|
||
|
Pro forma net loss available to shareholders
|
$ - |
$ –
|
|
Denominator:
|
||
|
Weighted average Pioneer shares outstanding
|
11,264,500 |
11,264,500
|
|
Shares issued pursuant to exchange agreement
|
38,500,000 |
38,500,000
|
|
Pro forma weighted average shares outstanding
|
49,764,500 |
49,764,500
|
|
Basic and diluted pro forma loss per share
|
$ –
|
$ –
|
Exhibit 99.2 / Redlined - Page -5