GHJ Capital Inc. announces qualifying transaction



    TORONTO, June 4 /CNW/ - GHJ Capital Inc. (TSXV:GHJ.P) ("GHJ"), a capital
pool company, is pleased to announce that it has reached an agreement in
principal to enter into a securities purchase agreement with EM Technologies,
Inc. ("EMT"), a company formed under the laws of Barbados with its head office
in Bridgetown, Barbados, to acquire all of the issued and outstanding shares
of EMT (the "Business Combination") in exchange for the issuance of 23,278,577
shares from the treasury of GHJ on a one for one basis at a deemed price of
US$0.50 per share and between an additional 2,740,000 and 10,000,000 shares in
exchange for shares of EMT to be issued pursuant to a proposed private
placement of EMT shares for gross proceeds of between US$1,370,000 and
US$5,000,000 (the "EMT Financing"). As such the proposed purchase price of EMT
will be between US$13,009,288.50 and US$16,639,288.50. GHJ currently has
2,717,200 common shares outstanding.
    The Business Combination, if completed, will constitute GHJ's capital
pool qualifying transaction pursuant to the policies of the TSX Venture
Exchange Inc. (the "Exchange"). Upon completion of the Business Combination,
EMT will continue as a wholly-owned subsidiary of GHJ and, subject to approval
by the shareholders of GHJ, GHJ's name will be changed to xRM Global Inc. (the
"Resulting Issuer") upon the closing of the Business Combination. It is
expected that the Resulting Issuer will be a Tier 2 Technology issuer on the
Exchange.
    Completion of the Business Combination is subject to a number of
conditions including (i) obtaining all necessary regulatory, board and
shareholder approvals, including the approval of the Exchange; (ii) the
approval of the Majority of the Minority of the shareholders of GHJ; (iii)
completion of the EMT Financing; and (iv) satisfying such other conditions
that are typical for a share exchange transaction of this type. The Business
Combination is not a Non Arm's Length Qualifying Transaction.

    About GHJ

    GHJ was incorporated under the Business Corporation Act (Ontario) on
April 29, 2008 and is a capital pool company under the policies of the
Exchange. GHJ's sole business since incorporation has been to investigate
business opportunities with a view to completing a qualifying transaction.

    About EMT

    EM Technologies, Inc. was incorporated on February 14, 2008 under The
Companies Act 1982 (Barbados). The Corporation was established as a Barbados
Domiciled IBC (International Business Company). EMT commenced operations in
March 2008 as a client relationship management software-as-a-service solutions
provider based in Bridgetown, Barbados and its operations commenced in March
2008. EMT markets, sells, designs, installs and maintains client relationship
management software-as-a-service solutions for commercial customers. While EMT
intends to continue to market and sell to in its current markets, it also
intends to expand to other markets including Canada, Europe, China and the
member countries of the Gulf Cooperation Council for the Arab States of the
Gulf.
    Based on EMT's December 31, 2008 audited financial statements, prepared
in accordance with Canadian generally accepted accounting principles, EMT had
gross revenues of US$312,017, pre tax loss of US$(2,538,650), net loss and
comprehensive loss of $US(2,566,081) and deficit of US$(2,566,081). EMT's
total assets and total liabilities were US$585,109 and US$724,610,
respectively, as at December 31, 2008.

    Proposed Management and Board of Directors of the Resulting Issuer

    The names, backgrounds and proposed insider positions of the persons who
are expected to be the directors (the proposed number of initial directors is
4) and senior officers of the Resulting Issuer are set forth below:

    Gary Bartholomew - Mr. Bartholomew is a current director of GHJ and the
Chief Executive Officer of EMT and is proposed to be the Chief Executive
Officer and a director of the Resulting Issuer. Mr. Bartholomew has
specialized in building financial services companies, both in the private and
public sector. He has served three separate terms as CEO of CyberNorth
Ventures Inc. ("CyberNorth"), a private investment company, initially from
October 1992 to October 1998 and then from May 2003 to January 2004 and
finally since February 2006. He has served as a director and consultant of
HPMV since August 2003. He served as CEO and Chairman of Cervus from January
2004 to February 2006 through a management services agreement between HPMV and
Cervus. He served as Chairman, CEO and a Director of Basis from October 1998
to December 2002, at which point he resigned as CEO and remained as Chairman
and a director until May 2003. CyberNorth and HPMV continue as operating
entities. Basis and Cervus were sold to other organizations. Mr. Bartholomew
holds a Bachelor of Science degree from the University of Waterloo. Mr.
Bartholomew current owns or controls 838,666 common shares of EMT.

    Jeff Patterson - Mr. Patterson is currently the CEO, CFO, Secretary and a
director of GHJ and the Chief Financial Officer of EMT and is proposed to be
the Chief Financial Officer, Secretary and a Director of the Resulting Issuer.
Mr. Patterson has held leadership and other senior management positions in
both public and private sector companies in Canada and USA with experience in
developing and executing strategies, building strong management teams,
acquisitions, divestitures, formal restructurings, designing and implementing
new business models in mature industries and raising capital. He was a
Director of and consultant to High Point Merchant Ventures Inc. ("HPMV"), a
private investment company, from August 2003 to April 2008. He served as
Vice-President Mergers & Acquisitions of Cervus Financial Group Inc. (TSX:CFG)
("Cervus"), a residential mortgage lender from January 2004 to June 2005
through a management services agreement between HPMV and Cervus. He served as
President, Canadian Operations and Vice-President Mergers and Acquisitions of
Basis100 Inc. (TSX:BAS) ("Basis"), a developer of technology solutions for the
financial sector, from June 1999 to August 2003 and was a Director of Neotel
International Inc. ("Neotel"), a provider of enterprise information
technology, security and biometric identification products and services from
June 2006 to October 2006 and was its interim CEO from September 2006 to
October 2006. HPMV and Neotel continue as operating entities. Basis and Cervus
were sold to other organizations. Mr. Patterson is a Chartered Accountant and
obtained his MBA degree at the Rotman School of Business at the University of
Toronto and his Bachelor of Arts (Mathematics) degree from the University of
Western Ontario. Mr. Patterson current owns or controls 838,667 common shares
of EMT.

    Eric Leslie - Mr. Leslie is proposed as a director of the Resulting
Issuer. From 1991 to date Mr. Leslie has been active in Merchant Equities
Capital Corp. a private company specializing in management consulting and
financial services that he founded and of which he is currently the President.
From 1995 to 2006 Mr. Leslie served as President of Merchant Equities
Investments Inc., a private company that he co-founded that provided venture
capital financing, financial workouts and restructuring consulting management
services primarily to early stage public and private companies. As part of the
services rendered by Merchant Equities Mr. Leslie served as an officer and or
director of various public companies including; from March 2000 to May 2000 as
an officer and director of Axis Port Inc., a public company listed on the
Winnipeg Stock Exchange; from March 1997 to December 2003 as a director of
Zeox Corporation (formerly C2C Mining Corporation), an industrial mineral
company that at the time was trading on the CDNX Exchange; from May 2001 to
October 2002 as a director of Bald Eagle Golf Corp., a public company listed
on the CDNX Exchange; from September 1998 to September 1999 as an officer and
director of Clement Systems Inc. (formerly Mendoza Capital Corp.), a public
company listed on the Alberta Stock Exchange; from May 1995 to October 2005 as
an officer and director of Oakhill Communications Inc. (formerly Capgrow Inc.
that was previously listed to trade on the Alberta Stock Exchange); from
September 1997 to March 2001 as an officer and director of Petro Field
Industries Inc. (formerly Whitlaur Capital Corp.) a public company listed on
the CDNX Exchange; from June 1993 to June 2007 as a director of Priva Inc., a
public company listed on the TSX Venture Exchange; from January 1998 to
February 2003 as a director of Samson Healthcare Corp., a public company
listed on the CDNX Exchange; and from May 1997 to March 2003 as a director of
Tribute Resources Inc., a public company listed on the CDNX Exchange. From
October 2003 to date Mr. Leslie has served as CEO and as a director of
Vanguard Exploration Corp. a private oil & gas exploration company. From
August 2007 to June 2008 Mr. Leslie served as Secretary and from December 2007
to June 2008 as President, CEO and as a director of Park Place Energy Corp., a
public oil & gas company listed on the OTCBB in the U.S. In April 2008 Mr.
Leslie became CFO and joined the board of directors of AXQP Inc. ("AXQP"), a
public shell company listed on the TSX Venture's NEX Board. AXQP is evaluating
business opportunities that will facilitate graduating the company back onto
the TSX Venture Exchange. In November 2008 Mr. Leslie joined the board of
directors of Canadian Quantum Energy Corp. ("Canadian Quantum"), a company
that was listed on the TSX Ventures NEX Board. In December 2008 Canadian
Quantum graduated to trade on the TSX Venture Exchange. Mr. Leslie holds a
Bachelor of Arts degree from the University of Western Ontario. Mr. Leslie
current owns or controls 150,000 common shares of EMT.

    William (Doug) Beynon - Dr. Beynon is proposed as a director of the
Resulting Issuer. Dr. Beynon has specialized in commercialization of computer
and environmental technologies. He served as a Director, President and CEO of
Unisearch Associates Inc. from 1998 through 2007 and in the additional
capacity as Chairman of the Board from 2004 through 2007. Dr. Beynon was
Regional Vice President of the Ontario Centre for Environmental Technology
Advancement (OCETA) from 1993 to 1998. He became a Director of OCETA in 1999
and has been Chairman of the Board of OCETA from 2003 to present. Dr. Beynon
is founding Chair of the Advisor Council for the Centre for Business,
Entrepreneurship and Technology (CBET) at the University of Waterloo from 2003
to present. Dr. Beynon is a member of the Dean's Advisory Council at the
University of Waterloo from 2007 to present. Dr. Beynon holds a Bachelor and a
Master of Applied Science degrees from the University of Waterloo and a PhD in
Business from the University of Kansas.

    Proposed EMT Financing

    The Business Combination Agreement contemplates EMT completing a
financing to raise gross proceeds of a minimum US$1,370,000 and maximum
US$5,000,000. EMT will pay to brokers a commission equal to 10% of the selling
price for each EMT Share sold to an investor and issue to such brokers
non-transferable broker's warrants entitling the Brokers to acquire that
number of EMT Shares equal to 10% of the number of EMT Shares sold,
exercisable at US$0.50 per share and valid for a period of 24 months from the
closing of the financing.

    Related Party Transaction

    The Business Combination will constitute a "related party transaction" as
defined in Multilateral Instrument 61-101 - Protection of Minority
Securityholders in Special Transactions. ("MI 61-101"), as a result, it will
require GHJ minority shareholder approval, as stipulated in 61-101. GHJ is
planning an annual and special shareholders meeting in July to secure the
requisite shareholder approval for the Business Combination and other
requisite corporate requirements. The Resulting Issuer will not be required to
obtain a formal valuation for the Business Combination as it has an exemption
available under s. 5.5(b) of 61-101. This is because it will be listed on the
Exchange, which is not a specified market so as to require a formal valuation.

    Interest of Management and Others in Material Transactions

    The Insiders of GHJ and their respective associates and affiliates
currently hold 718,000 GHJ shares representing 26.42% of the total outstanding
GHJ shares. Following completion of the Business Combination based on the
minimum EMT Financing, the Insiders of the Resulting Issuer will hold
2,512,000 Resulting Issuer Shares representing 8.74% of the then outstanding
Resulting Issuer Shares (8.37% on a fully diluted basis). Following Completion
of the Business Combination based on a maximum EMT Financing, the Insiders of
the Resulting Issuer will hold 2,512,000 Resulting Issuer Shares representing
6.84% of the then outstanding Resulting Issuer Shares (6.47% on a fully
diluted basis).

    Non-Arm's Length Party Material Transactions

    On December 9, 2008, Strategic Capital Opportunities Fund Ltd., a
registered Cayman Islands mutual fund, purchased 1,000,000 EMT Shares at a
price of US$0.50 per EMT Share resulting in gross proceeds of US$500,000. A
cash commission of 10% of the gross proceeds of the financing was paid to an
agent. On December 29, 2008, EMT obtained the EMT Bridge Loan in the amount of
Cdn$80,000 from a non-arm's length party, Strategic Capital at an interest
rate of 15% per annum. In conjunction with the bridge loan, a warrant was
issued to purchase 131,000 shares of EMT at a price of US$0.50 per EMT Share
expiring December 29, 2011. Gary Bartholomew, the Chief Executive Officer of
EMT and Trevor Michael, the Director, International Business Development of
EMT, are both directors of Strategic Capital.
    Each of Gary Bartholomew, Jeff Patterson, Howard Broughton and Trevor
Michael provided advisory services to EMT (Georgia) for periods of between 6
and 14 months prior to the purchase of the assets of EMT (Georgia) by EMT.
None of these individuals received monetary compensation for providing such
services.

    Sponsor

    Research Capital Corporation has agreed to act as GHJ's sponsor for the
acquisition of EMT. An agreement to sponsor should not be construed as any
assurance with respect to the merits of the Business Combination or the
likelihood of completion.

    Prospectus

    Further information on EMT, the qualifying transaction and the Resulting
Issuer can be found in GHJ's prospectus dated May 28, 2009 titled "Principal
Disclosure Document Relating to a Proposed Qualifying Transaction" posted at
www.sedar.com.

    Completion of the transaction is subject to a number of conditions,
including, but not limited to, Exchange acceptance, board, shareholder and
other requisite approvals and the satisfaction of the minimum listing
requirements of the Exchange. The transaction cannot close until Majority of
Minority Shareholder Approval of GHJ shareholders is obtained. The transaction
cannot close until EMT 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 preliminary
prospectus, prospectus and management information circular to be prepared by
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 a capital pool company 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 of the
    contents of this press release.
    





For further information:

For further information: Jeff Patterson, Chief Executive Officer, GHJ
Capital Inc., Phone: (416) 258-4446, E-mail: jpatterson@hpmv.ca

Organization Profile

GHJ CAPITAL INC.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890