Lodestone Equities Limited signed a framework agreement to acquire Magnetite Mines Limited (ASX:MGT) from a group of shareholders including Coffee House Group Ltd. in a reverse merger transaction on April 7, 2017. As per the terms of the deal, Magnetite Mines Limited will acquire 100% stake in Lodestone Equities Limited in exchange of issued shares of Magnetite Mines as consideration so that on completion, the aggregate shareholdings of Coffee House Group and each other Lodestone shareholder will equal 51.5% stake in Magnetite Mines Limited on a non-diluted basis. Magnetite Mines Limited has agreed to pay Coffee House Group’s and Lodestone’s costs and expenses in relation to the transaction, incurred prior to completion. Post-completion, Coffee House Group will have the right to nominate up to 2 additional Directors to the Board of Magnetite Mines Limited in addition to Gordon Toll, Chairman and Chief Executive Officer of Magnetite Mines Limited. Magnetite Mines Limited signed a revised framework agreement to acquire Lodestone Equities Limited from Coffee House Group Limited for AUD 12.5 million on December 21, 2017. The change involves a very significant reduction in upfront consideration share to be issued and makes the issue of additional shares dependent on milestones being achieved. At completion of the transaction, Magnetite Mines Limited will issue 220 million fully paid ordinary shares in Magnetite Mines Limited to Coffee House Group Ltd. In addition, but subject to the satisfaction of certain milestones Magnetite Mines Limited will issue up to a maximum of 110 million additional fully paid ordinary shares based on the completion of an industry standard definitive feasibility study and unanimous decision by Magnetite Mines Limited's board to commence commercial mining and magnetite production operations. The framework agreement is subject to conditions precedent relating to Board approval of each of the parties, approval of shareholders of Magnetite Mines Limited and Magnetite Mines Limited completing and being satisfied with the results of the due diligence on Lodestone and its subsidiaries, Magnetite Mines Limited's shareholders approving the grant of a maximum of 20 million options to Gordon Toll, in lieu of the cash payment of directors’ fees and in lieu of the cash payment for his role as the Company’s Chief Executive Officer for each quarter ending March 31, 2007, June 30, 2017, September 30, 2017 and December 31, 2017 with each option having an expiry date that is 5 years after the date of issue. The agreement will also be subject to conditions precedent including the parties obtaining all required shareholder and regulatory approvals. From completion of the transaction, Coffee House Group Ltd. will have the right to nominate only 1 additional director to the board of the Company (in addition to Gordon Toll). The board of the Company has also agreed to appoint an additional director to the board, who will be an independent director with appropriate skills, expertise, qualifications and experience. The framework agreement gives Magnetite Mines a binding exclusive period up to December 31, 2017 to negotiate the share sale and purchase agreement. The revised framework agreement gives Magnetite Mines a binding exclusive period up to February 28, 2018 to negotiate the share sale and purchase agreement. The completion will occur in the third quarter of the year 2017. The exclusivity period in the final framework agreement now ends on April 30, 2018, and the agreement itself terminates on June 30, 2018 if binding formal documentation for the transaction is not completed by that time. Meeting for Magnetite Mines’ shareholders is expected to be held in late May or early June 2018. As per the July 2, 2018, the parties have agreed to extend the end date of the final framework agreement to September 30, 2018. Magnetite Mines Limited cancelled the acquisition of Lodestone Equities Limited Coffee House Group Limited on September 3, 2018.