TORONTO, April 7 /CNW Telbec/ - Aquarius Capital Corp. (the "Corporation" or "Aquarius") (TSXV: AQU.P) announces today that, in connection with a press release of November 19, 2010 for entering into a share exchange agreement dated November 18, 2010 (the "SPA") and filing the preliminary prospectus dated November 18, 2010 for the proposed qualifying transaction (the "QT") with Sino Elite Group Limited ("HKCo") which has the economic benefit in and control over Fujian Pucheng Star of Green Foodstuff Co., Ltd. ("Green Star"), it filed a final non- offering prospectus dated March 30, 2011 with, and received a receipt therefor from, the securities regulatory authorities in Ontario, British Columbia and Alberta. The TSX Venture Exchange (the "Exchange") has conditionally approved the proposed QT.  Listing is subject to Aquarius fulfilling all the conditions of the Exchange.

In addition, Aquarius, HKCo, Green Star and HKCo Shareholders entered into an amendment to the SPA to provide for a concurrent private placement financing by HKCo and the issuance of a combination of post-consolidation Aquarius common shares (the "PC Shares") and special warrants to the existing HKCo shareholders as consideration for their HKCo shares to be acquired by Aquarius in the QT.

HKCo Private Placement

Concurrent with the QT, HKCo will conduct a private placement of a minimum 160 HKCo units (the ���HKCo Units") for gross proceeds of $1,069,180 (the "Minimum Offering') and a maximum of 1,478 HKCo Units for gross proceeds of $5,000,782 (the "Maximum Offering"), at a price of $3,383.48 per HKCo Unit. Each HKCo Unit will consist of one (1) ordinary share of HKCo (a "HKCo Share"), and one-half of one (1/2) HKCo warrant (a "HKCo Warrant"). Each whole HKCo Warrant will be exercisable into one HKCo Share at an exercise price of $4,160.02 for a period of twenty four (24) months from the completion of the QT. The financing will be led by Foundation Markets Inc. ("FMI" or "Agent"), a Toronto based investment bank and exempt market dealer. The compensation of the Agent will consist of a cash commission equal to 8% of the gross proceeds raised under the offering, as well as broker warrants (the "Broker Warrants") to purchase that number of HKCo Shares equal to 8% of the HKCo Units sold under the offering exercisable at $3,383.48 for a two year period.

The offering will close concurrently with the closing of the QT.  On closing of the QT, each HKCo Unit will be exchanged into and replaced by 2,773.34318365315 units of Aquarius (the "Replacement Units") with an effective price of $1.22 for each Replacement Unit, with each whole Replacement Unit comprised of one PC Share and one-half of one (1/2) warrant (a "Replacement Warrant"), with each whole Replacement Warrant entitling the holder to purchase one PC Share at $1.50 per share for a period of two years following the QT closing, resulting in a total of 876,334 PC Shares and 838,188 Replacement Warrants issuable in case of the Minimum Offering, or a total of 4,099,001 PC Shares and 2,049,500 Replacement Warrants issuable in case of the Maximum Offering.  Similarly, the Broker Warrants issued by HKCo will be replaced by broker warrants of Aquarius on the same basis, resulting in 69,334 replacement broker warrants issuable in case of the Minimum offering, or 327,920 replacement broker warrants issuable in case of Maximum Offering, with each replacement broker warrant exercisable into one PC Share at $1.22 per share for a two year period from QT closing.  It will be a condition for the QT that a minimum of 316 HKCo Units are sold.

Issuance of Combination of PC Shares and Special Warrants

Under the SPA, the current HKCo shareholders are to receive a total of 28,493,328 PC Shares as consideration for transferring their HKCo Shares to Aquarius. In order to comply with the public distribution requirements of the Exchange, the parties to the SPA amended the SPA on February 14, 2011.  Under the amended SPA, the current HKCo shareholder agreed to receive a combination of PC Shares and special warrants of Aquarius totalling 28,493,328, calculated to ensure that public shareholders as determined by the Exchange will hold at least 20% of the outstanding PC Shares.  In case of the Minimum Offering, the current HKCo shareholder will receive 9,756,538 PC Shares and 18,736,790 special warrants.  In case of the Maximum Offering, the current HKCo shareholders will receive 22,647,034 PC Shares and 5,846,294 special warrants.  The exact number of PC Shares and special warrants to be issued will be determined on closing of the QT based on the exact number of HKCo Units sold. Each special warrant will be convertible into one PC Share for no additional consideration at any time provided that public shareholders as determined by the Exchange hold at least 20% of the total outstanding PC Shares after the conversion.

For more details on the concurrent HKCo financing and the issuance of special warrants, please refer to the final prospectus of Aquarius dated March 30, 2011 available at

Completion of the QT is subject to a number of conditions including but not limited to, due diligence, Exchange acceptance and if required by Exchange policies, majority of the minority shareholder approval. Where applicable, the QT cannot close until the required shareholder approval is obtained.  There can be no assurance that the QT will be completed as proposed or at all.  Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the QT, any information released or received with respect to the QT 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 Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

About Green Star

Green Star specializes in the advanced processing of agricultural products, including canned fruits and vegetables. The company has been operating for 16 years, and has focused on maintaining excellence through the application of science and technology in production, business operation and management. Key assets include a well established management team, production facilities, and a close partnership with rural households.

About Foundation Markets

Foundation is a Toronto-based boutique investment bank and corporate finance advisory firm licensed as an Exempt Market Dealer. The firm is focused on working with small and medium-sized companies with rapid growth potential, specializing in assisting pre-public clients in accelerating access to private capital and executing going-public transactions. Foundation also works with public companies on financing, mergers and acquisitions transactions, and strategic advisory services.

Cautionary Statements Regarding Forward Looking

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the QT and associated transactions, including statements regarding the terms and conditions of the QT and associated transactions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the QT and associated transactions, that the ultimate terms of the QT and associated transactions will differ from those that currently are contemplated, and that the QT and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, Green Star, Pucheng Hongli Agriculture Products Technology Development Co., Ltd, HKCo, or their respective financial or operating results or (as applicable), their securities.


SOURCE Aquarius Capital Corp.

For further information:

James Phillipson

Profil de l'entreprise

Aquarius Capital Corp.

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