China Goldcorp Ltd. announces additional details of qualifying transaction with Globe State International Ltd.



    TORONTO, Jan. 31 /CNW/ - China Goldcorp Ltd. ("China Goldcorp"), a
capital pool company, is pleased to announce additional details concerning its
proposed Qualifying Transaction with Globe State International Ltd. ("Globe
State") and its shareholders. Further to China Goldcorp's announcement of its
proposed Qualifying Transaction with Globe State (see China Goldcorp's press
release dated October 31, 2007) China Goldcorp has entered into a definitive
Securities Exchange Agreement in connection with the Qualifying Transaction,
and has engaged Maison Placements Canada Inc. as agent in connection with a
proposed concurrent offering of common shares of China Goldcorp (the
"Offering"). The Securities Exchange Agreement will be made available on SEDAR
    The Qualifying Transaction, which is expected to close in February 2008,
will proceed by way of a securities exchange under the Securities Exchange
Agreement. Following the Qualifying Transaction, Globe State will become a
wholly-owned subsidiary of China Goldcorp. Upon completion of the Qualifying
Transaction, China Goldcorp will carry on the business of Globe State under
current Globe State management. Tim Sun will continue as Chief Executive
Officer and Qiang Zhao will continue as Chief Financial Officer of China
Goldcorp. In addition, in connection with the completion of the transaction,
Maurice Colson and Joe K. F. Tai will resign as directors of China Goldcorp
and Herbert Gasser, Tim Sun, Qiang Zhao, Charles Changming Yan and Chen Fumin
will act as directors of China Goldcorp. At the annual and special meeting of
China Goldcorp shareholders held December 27, 2007, Tim Sun and Qiang Zhao
were elected to the board of directors of China Goldcorp.
    The completion of the Qualifying Transaction is subject to TSX Venture
Exchange ("TSXV") approval and all other necessary regulatory approvals and
additional customary contractual conditions. It is also subject to the
completion of the Offering on terms and in an amount that is mutually
acceptable to Globe State and China Goldcorp. Upon completion of the proposed
Qualifying Transaction, it is expected that Globe State will be a Tier 1
Issuer. The proposed Qualifying Transaction is an arm's length transaction and
accordingly does not require shareholder approval.
    Trading in China Goldcorp Shares has been suspended pending completion of
the Qualifying Transaction.
    Completion of the transaction is subject to a number of conditions
including, but not limited to, TSXV acceptance. There can be no assurance 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 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 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 the
    contents of this news release.

For further information:

For further information: Herb Gasser - China Goldcorp Ltd., Chief
Executive Officer and Chief Financial Officer, Telephone: (416) 402-5282; Tim
Sun - Globe State International Ltd., Chief Executive Officer, Telephone:
(604) 682-6583 (Vancouver), (86) 1370 121 2083 (China)

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