/NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/
TORONTO, Sept. 4 /CNW/ - China Goldcorp Ltd. ("China Goldcorp"), a
capital pool company, is pleased to announce that, pursuant to the policies of
the TSX Venture Exchange (the "Exchange"), it has filed its Filing Statement
in connection with the previously announced arm's length qualifying
transaction (the "Qualifying Transaction") with Globe State International Ltd.
("Globe") and the security holders of Globe whereby China Goldcorp will
acquire all of the issued and outstanding securities of Globe. Following
completion of the Qualifying Transaction China Goldcorp's business will focus
on mineral exploration, including further exploration of the Sarbulak Gold
Mine located in Fuyun County, Xinjiang, China. The Qualifying Transaction has
been conditionally approved by the Exchange.
Detailed information regarding the Qualifying Transaction is contained in
the Filing Statement available on SEDAR at www.sedar.com, which China Goldcorp
encourages its shareholders to review.
China Goldcorp is also pleased to announce it has engaged Maison
Placements Canada Inc. as agent with respect to a private placement for
minimum gross proceeds of $3,000,000. The private placement will be comprised
of an offering of up to 10,000,000 units (the "Units") at a price of $0.30 per
Unit. Each Unit shall be comprised of one common share and one-half of one
common share purchase warrant (each whole warrant a "Warrant"). Each Warrant
is exercisable into one common share at a price of $0.45 during the period
that is eighteen months from the closing of the financing. It is anticipated
that the financing will close concurrently with and will be conditional on the
completion of the Qualifying Transaction. Closing is anticipated to occur
during the week of September 29, 2008.
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 news release. The securities being offered have not been and will not be
offered or sold in the United States or to, or for the account or benefit of,
a "U.S. person", as such term is defined in Regulation S under the United
States Securities Act of 1933, as amended. This press release is for
information purposes only and does not constitute an offer to sell or a
solicitation of an offer to buy any of these securities in the United States.
For further information:
For further information: Herbert Gasser, China Goldcorp Ltd., President,
Chief Executive Officer, Chief Financial Officer and Director, Telephone:
(416) 402-5282; Tim Sun, Globe State International Ltd., Chief Executive
Officer, Telephone: (604) 682-6583 (Vancouver), (86) 1370 121 2083 (China)