iWallet Corporation acquired Queensridge Mining Resources, Inc. (‘Queensridge') on July 21, 2014. The transaction was structured as the purchase by Queensridge Mining Resources, Inc. of all the issued and outstanding common shares of iWallet Corporation in exchange for 10 million newly issued shares of common stock. Pursuant to the terms and conditions of the merger agreement, certain secured convertible debentures previously issued by iWallet were converted to newly issued shares of Queensridge common stock and warrants. Former iWallet debenture holders were issued a total of 3.22 million shares of common stock, and warrants to purchase 3.22 million shares of common stock at a price of $0.20 per share, exercisable for two years. Immediately upon closing of the acquisition, Queensridge closed a private offering of units at a price of $0.30 per Unit, each unit consisting of one share of common stock and one warrant to purchase one share of common stock at a price of $0.60 per share, exercisable for two years. A total of 6.48 million shares of common stock and 6.48 million warrants were issued to subscribers in the offering. In addition, a total of 0.58 million units were issued as compensation to certain licensed securities brokers who assisted with the offering. Following the closing of the acquisition, Queensridge's former controlling shareholder, Philip Stromer, and several other individuals canceled and returned a total of approximately 25.08 million shares of common stock. As a result, immediately following the acquisition, there were 29.32 million shares of common stock issued and outstanding.

Concurrent with the acquisition, Queensridge's former controlling shareholder, Philip Stromer, received a transfer of all assets and agreed to cancel and/or assume all liabilities related to our pre-acquisition business. The parties expect the transaction to be treated as a tax-free reorganization under section 368 of the Securities Code. The combined company will be named “iWallet Corporation.” Queensridge's sole officer and director immediately prior to the acquisition, Jerry Chatel, resigned from the board and from all offices. Steven Cabouli, who was the sole director of iWallet prior to the acquisition, was appointed as the new sole director of the combined company. The combined company's board appointed Steven Cabouli as the President, Chief Executive Officer, and Chief Financial Officer, while Orlando LaCalle was appointed as the Chief Marketing Officer.

The Boards of Directors of iWallet and Queensridge have unanimously approved the deal. The transaction is subject to resignation of Queensridge Mining Resources Directors and conversion of its preferred stock. Following the acquisition, the combined company intends to carry on the business of iWallet as the sole line of business and relocated its principal executive offices to 7394 Trade Street, San Diego, California 92121. Following the acquisition the fiscal year-end for the combined company was changed from June 30 to December 31. The transaction is subject to a number of conditions, including a private placement by iWallet, conversion of all issued and outstanding preferred stock of Queensridge to common stock.

iWallet Corporation completed the acquisition of Queensridge Mining Resources, Inc.on July 21, 2014.