TSX VENTURE EXCHANGE: GCA.P
TORONTO, June 13, 2012 /CNW/ - Greater China Capital Inc. ("Greater China") (TSX-V: GCA.P), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that, further to its press release dated April 27, 2012, it has completed the previously announced non-brokered private placement financing (the "Financing") through the sale of approximately 3,963,504 subscription receipts (each a "Subscription Receipt") at a purchase price of $0.22 per Subscription Receipt for gross proceeds of approximately CDN$871,970.88 (the "Offering"). The gross proceeds of the Offering have been deposited into escrow with Olympia Transfer Services Inc., as escrow agent, and will be released to Greater China upon notice to the escrow agent that the escrow release conditions discussed below (the "Release Conditions") have been satisfied. It is intended that the net proceeds of the Offering will be used for exploration of the Hebecourt Property and general working capital purposes.
Upon satisfaction of certain escrow release conditions in accordance with Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions, each Subscription Receipt will entitle the holder thereof to receive one common share (a "GCC Share"), and one half of one common share purchase warrant of GCC (each whole warrant, a "GCC Warrant"). Each GCC Warrant shall entitle the holder thereof to acquire one common share of GCC (a "GCC Warrant Share") at a price of $0.35 for a period of 1 year following the date of satisfaction of the Release Conditions which include the TSXV issuance of the a final exchange bulletin in respect of Greater China's proposed qualifying transaction and the escrow agent receiving the confirmation certificate. Under the terms of the Offering a cash fee equal to 8% of the gross proceeds or $69,757.67 will be paid, upon the satisfaction of the Release Conditions and the release of funds from escrow, to certain persons who are at arms length to Greater China, as a finders fee.
To clarify Greater China's press release dated April 27, 2012 following the completion of the qualifying transaction it will have 8,960,235 GCC Shares outstanding and 185,000 GCC Shares potentially issuable by Greater China pursuant to the Tagliamonte Option. Upon the satisfaction of the Release Conditions Greater China will have 12,923,739 GCC Shares outstanding and 1,981,752 GCC Warrants outstanding.
About Greater China
Greater China was incorporated under the laws of the Province of Ontario and is a capital cool company under the Exchange Policies.
Other Information and Updates
Greater China's common shares are currently listed for trading on the Exchange; however, they have been halted and subsequently suspended from trading and will remain halted and suspended pending satisfaction of the Exchange's requirements. There can be no assurance that trading in the Greater China common shares will resume prior to the completion of the Transaction.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement or other disclosure documents of Greater China to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Greater China should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Statements in this press release may contain forward-looking information. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. Forward-looking information in this press release includes terms and conditions of the qualifying transaction and associated transactions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Greater China. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and Greater China does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES.
ON BEHALF OF THE BOARD
Charles Qin, Chief Executive Officer and Director
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.