SW Tech Corporation entered into a letter of intent to acquire Evermount Ventures Inc. (TSXV:ETV.H) in a reverse merger transaction on January 9, 2018. The agreement contemplates that Evermount Ventures will complete a business combination with SW Tech whereby Evermount Ventures will acquire all of the issued and outstanding securities of SW Tech from its shareholders. Pursuant to the terms, the transaction will be effected by Evermount Ventures issuing 300 million common shares to the shareholders of SW Tech for Evermount Ventures’s acquisition of all of the issued and outstanding shares of SW Tech from SW Tech’s shareholders which will result in SW Tech becoming a wholly-owned subsidiary of the Resulting Issuer. Concurrently with the transaction, Evermount Ventures intends to complete a non-brokered private placement which will close concurrently with the closing of the transaction, pursuant to which Evermount Ventures intends to issue an aggregate of approximately 75 million common shares. Following the closing of the transaction, 381.8 million common shares of the Resulting Issuer will be issued and outstanding on a non-diluted basis. Shareholders of Evermount Ventures immediately prior to the closing of the transaction and the concurrent offering will hold common shares representing approximately 1.78% of the capital of the resulting issuer following the closing of the transaction on a non-diluted basis. On closing, the resulting issuer will be listed as a Tier 2 “Mining” issuer on the TSXV. Upon Closing, the Board of Directors of the Resulting Issuer will consist of four members including Yingting (Tony) Guo as Chief Executive Officer and Director; Chunfeng (Cliff) Guan as Chief Financial Officer, Corporate Secretary and Director; Jingbin Wang as Director and Gong (Michael) Chen as Director. The transaction is subject to a number of terms and conditions, including the entering into by the parties of a definitive agreement, the completion of the concurrent offering, the receipt of all necessary regulatory, corporate and third party approvals, including the approval of the TSXV. The completion of the transaction is expected to occur on the fifth business day following the satisfaction or waiver of the conditions precedent. Upon closing of the transaction and subject to acceptance of the Exchange, a finder’s fee of CAD 0.02 million is payable to Steve Veitch, an arm’s length individual to Evermount Ventures and SW Tech.