Acquisition

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Note 10 - Acquisition

10.       Acquisition

Prior to deconsolidation as discussed in Note 3, for MAB-C, effective July 18, 2012, the Company acquired a 49% interest of Mabwe Minerals Zimbabwe (PVT) LTD (MAB-Z) for 25,000 shares of Series B Convertible Preferred Stock of Raptor Resources Holdings Inc. The value of this transaction was $25,000.

MAB – Z was essentially a newly formed entity. The $25,000 was recorded as Goodwill.

Net Assets Purchased
Goodwill	$	25,000
Purchase Price	$	25,000

As fully described in Note 3, on December 28, 2014, the Company deconsolidated MAB-C, a VIE due to the fact that the Company no longer had the power to direct the activities that most significantly impacted MAB-C’s economic performance.

Fonon Asset Purchase

On March 30, 2015, the Company, entered into a Share Purchase and Asset Sale Agreement (the “SPA”) among Mabwe Minerals, Fonon Technologies, Raptor Resources Holdings Inc. and Dmitriy Nikitin pursuant to which the Company sold an aggregate of 32,524,161 post reverse split adjusted shares of its common stock, to give Fonon Technologies 65% ownership of all of Mabwe’s capital stock on a fully diluted basis in exchange for certain assets of Fonon Technologies valued at $10,401,030 which Fonon Technologies used in its laser material processing and consumables business.

The Company intends to focus on the business of 3D Laser Metal Printing, an emerging additive metal nano powder manufacturing technology with a presence in numerous industries including medical, aerospace and defense.  3D Laser Metal Printing has diverse applications, including the manufacturing of highly complex geometrics, fast track prototyping, mold fabrication and repair, with new emerging technically driven applications in high-tech engineering and electronics.  3D Laser Metal Printing is a layered, digitally driven additive manufacturing process that uses high quality focused laser energy to fuse metal nano powders into 3D objects. Metal powder is supplied to each customer as a consumable item after acquiring a Laser 3D Metal System.

Fonon Technologies, Inc. asset purchase for MBMI stock
Finish goods and work in process	$	1,220,642
Fixed assets - demo and trade show equipment		1,439,273
Fixed assets - office furniture		92,789
Software - infrastructure, operational and web development		364,042
Software for machines for resale		1,176,284
Other intangibles - customer database		676,000
Other intangibles – trademarks		35,000
Other intangibles - design and documentation		5,397,000
Total non-cash asset purchase	$	10,401,030
Stock issued for purchase of assets from Fonon Technologies, Inc. (at par)	$	325,242
Value of warrants issued to Al Pietrangeo		374,957
Additional paid in capital		9,700,831
Total non-cash consideration	$	10,401,030

As part of the SPA, former CEO, Al Pietrangelo, was granted 12,500,000 warrants exercisable for two years at an exercise price of $0.001 per share. These warrants will be granted upon the effective reverse stock split, however, they have been included in the Fonon Technologies acquisition price.