TERMINATION OF HAITI GOLD AUSTRALIA Ltd. PTY. (HGA) SUBSIDIARY OF 3D – RESOURCES Ltd. PTY.

PRESS RELEASE January 19, 2019

Public Release – (MEDIA DISTRIBUTION- USA-CANADA-UAE-AUSTRALIA).

JANUARY 17, 2019 – TERMINATION OF HAITI GOLD AUSTRALIA Ltd. PTY. (HGA) SUBSIDIARY OF 3D – RESOURCES Ltd. PTY.  ­­

On January 17, 2019 the companies have issued an Official termination of the agreement dated September 16, 2018, among Resource Générale Corporation, Inc., parent of Delta Société Miniere S.A., Sono Global Holdings, Inc.,  parent of Haiti Gold (BVI) Inc., which in turn is the parent of Ayiti Gold Company S.A. (collectively referred to as “the Companies”), and  Haiti Gold Australia PTY Ltd, wholly owned subsidiary of 3D Resources Ltd., shell entity created by 3D Resources to manage the projects (collectively referred to as “3D Resources”).

In the Agreement dated September 16, 2018, the Companies agreed to restructure and supplant prior agreements among the Companies and 3D Resources Ltd, a publicly-traded company on the Australian Stock Exchange (REF # SITE: http://www.asx.com.au search for DDD symbol), and its wholly own subsidiary, Haiti Gold Australia (HGA) (hereinafter collectively referred to as “3D Resources). As Described under 3D Resources press release dated:  October 16, 2018 (“Haiti Revised terms of Acquisition”) https://www.asx.com.au/asxpdf/20181016/pdf/43z90n91jfmll8.pdf of which such press release date was misleading to October 31st, 2019. 3D was reprimanded to change the date to October 31st, 2018 which was amended to a new release dated:  October 16, 2018 “Correction Haiti Revised terms of Acquisition”  https://www.asx.com.au/asxpdf/20181016/pdf/43z98n9s2r6ky8.pdf

The Companies have terminated the Agreement for material breaches of the following provisions and requirements:

  1. 3D Resources has failed to satisfy Condition 2.1 of the Agreement to resolve the outstanding notes and related companies by September 24, 2018. This deadline was extended to November 30, 2018 by mutual agreement by paying for an extension. as stated under the press release dated: October 31, 2018″Haiti Acquisition   https://www.asx.com.au/asxpdf/20181031/pdf/43zwqc41r2n823.pdf           
  2. 3D Resources did not satisfy this condition by the extended deadline, November 30, 2018, and has not executed an agreement for the notes and related companies to resolve the outstanding note between the Companies and the notes holder as required under Condition 2.1 of the Agreement. 3D Resources misrepresented to the companies that an agreement had been reached with the notes holder to resolve the outstanding notes with the companies.  That representation was false.

3D Resources has therefore breached this requirement and the Agreement did not become effective for failure to satisfy this condition precedent.

  1. Further, 3D Resources has violated Article 15.1 of the Agreement requiring joint negotiations with the note’s holder and his related companies to reach an agreement to resolve and replace the outstanding notes between the notes holder and the Companies.
  2. 3D Resources failed to make required payments to the companies as required under a mutual extension of the September 16, 2018 Agreement to a closing date of March 31, 2019. 3D Resources was required to make monthly payment for the extension to the Companies by the 30th date of each month until March 31, 2019 to completion. Failure to do so constitutes a material breach. 3D Resources issued one payment dated December 5, 2018 for its scheduled continuation of November 30th, 2018 payment. However, 3D Resource has not made a payment by December 31, 2018, as required under the terms of the extension and 3D Resources is therefore in breach.
  3. 3D Resources has issued false and misleading public statements designed to raise to capital on a right issue offer and to increase the value of its publicly-traded stock in Australia by misleading views while creating exist strategic method. In particular, 3D Resource issued a press release dated: on December 12, 2018, “Right issue offer Document” https://www.asx.com.au/asxpdf/20181212/pdf/441500mdn3wg73.pdf page 14, article 3.2(a)) which contained false and material information concerning the Haitian Government had issued a Decree to halt mining activities in Haiti; as the Government of Haiti never issue a Government Decree on such.  This false and material statement caused irreparable harm to the companies and also reflected 3D Resources’ intent to manipulate investors.    3D Resources failed to correct the press release after the companies Haiti lawyer and management forward email notifying 3D Resources of the false and material information in several occasions.
  4. The parties have terminated the agreement further to The management of 3D Resources try luring an officer of the companies to participate and support its scamming approach in Australia by offering long term financial rewards to the officer; the officer state he will not participate on inappropriate and any illegal approaches and have warned the officers of 3D that their activities are unethical and they must stop. 3D Resources officers have ignore the officer of the company of its warning including the companies lawyers.

In light of this manifest misconduct and evidence of bad faith, the companies respectfully request that 3D Resources and its representatives refrain from contacting the notes holder or any related party or counsel, refrain from contacting any government official or any Company employee (s) relating to any issues.  Failure to comply with such restrictions shall result the companies seeking immediate equitable relief from appropriate judicial and government authorities above all that is being considered.

3D Resources’ breach of the September 16, 2018 Agreement has caused the companies to suffer significant damage. As a result of 3D Resources’ failure to meet its contractual obligations, the companies have suffered significant damages and harm, including material loss of potential investment by other parties in the amount of at least $2+ million, and future lost in investors as well as long term losses and reputational harm to the   Companies and standing in the global mining marketplace and in its valuable intangible reputation and standing with the Government of Haiti.

The Companies have took legal reporting actions with the right authorities in the appropriate areas of jurisdictions, it is up to the authorities to act where they deems necessary; the companies currently evaluating and  considering the appropriate relief and compensation for 3D Resources failures to abide with the September 16, 2018 Agreement and its surrounding misconduct and misrepresentations including racists comments issued in writing to one of the companies’ officers of which  NAACP is being contacted for review and evaluation of international corporation racism including the Authorities in regards to the Australian Racial Discrimination Act 1975 (RDA) in regards to the UN General Assembly resolution 1904 (XVIII)) on International policies against racism. The companies have been contacted by many media outlets  of which the companies will proceed with the appropriate parties.

As companies in that sector; we believe, that the true resources of the country are the people and together with the people major changes in the economy can swiftly be made; anyone who dare calling and write derogatory racist comments names to anyone in Haiti, Haitian’s decent or the Haitian people is a disgrace and in enemy to the people.

We urge any company that come to Haiti to work in that sector or any sector must respect the country’s laws the same way they would respect the laws of their own land. Haiti is a poor country with the most resilient people, and we are proud of our people.  The BME have done a fantastic job maintaining the process today and had paid strong attention of International public companies who manipulate approaches to enter into joint venture or acquisitions with smaller establish companies by misrepresenting themselves and trying to manipulate identified resources of the country with intend to mislead the Government.  These companies and their officers must be reported to the appropriate authorities in their countries. “RGC’s goal is to “HELP HAITI BECOME THE PEARL OF THE ISLAND IT WAS ONCE BEFORE”.

Resource Générale Corporation

email: info@vcsmining.com

This Press release has been issued to be distributed to multiple country media outlets including but not limited to Bloomberg, Reuters, Newswire and others.

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