TSX VENTURE EXCHANGE: GCA.P
TORONTO, June 15, 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 it has received Exchange conditional approval to close its "Qualifying Transaction".
Greater China is also pleased to announce that it has posted a Filing Statement dated June 13, 2012 on SEDAR (www.sedar.com) disclosing the details of its Qualifying Transaction and concurrent private placement financing. The Qualifying Transaction is scheduled to close on or about June 25, 2012 and remains subject to final exchange approval.
On April 27, 2012 Greater China entered into a definitive agreement (the "Agreement") dated April 27, 2012 with Northern Skye Resources Ltd. ("Northern Skye"), Trueclaim Exploration Inc. and Frank P. Tagliamonte ("Tagliamonte") in respect of a proposed Qualifying Transaction (as defined in Exchange Policy 2.4) (the "Transaction").
On completion of the Transaction and pursuant to the Agreement, Northern Skye will assign Greater China: (i) an option to earn up to an undivided 50% interest in mineral claims located in the province of Quebec, known as the Hebecourt Project, which are currently subject to an option agreement dated July 18, 2011 in favour of Northern Skye from the registered holder of the claims, Tagliamonte (the "Tagliamonte Option"); and (ii) a 50% working interest in mineral claims held by Northern Skye that are contiguous to the Tagliamonte Option (the "Staked Claims"), subject only to a net smelter return royalty of 2.5% in favour of Northern Skye (collectively the Staked Claims and the Tagliamonte Option, the "Property"). The Agreement also includes a term sheet for a joint venture agreement that is expected to be entered into by Greater China and Northern Skye after completion of the Transaction.
Under the terms of the Agreement, Greater China must pay to Tagliamonte the aggregate sum of $300,000 in cash over a period of four years; incur cumulative expenditures of not less than $2,500,000 on or in respect of the Property over a period of five years (approximately $120,000 of which has already been spent by Northern Skye and will be reimbursed by Greater China); and issue to Tagliamonte the aggregate of 185,000 common shares of Greater China over a four year period. Upon completion of the qualifying transaction Greater China 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.
The Transaction is subject to satisfaction or waiver of conditions set out in the Agreement, including the following: (i) receipt of all required or desirable regulatory approvals, consents and waivers; and (ii) compliance with all other applicable regulatory requirements and conditions. The Transaction does not constitute a "Non-Arm's Length Qualifying Transaction" as defined in Exchange Policy 2.4 and consequently Greater China is not required to obtain shareholder approval for the Transaction.
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.