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TORONTO, June 14, 2013 /CNW/ - CHINAPINTZA MINING CORP. (TSX-V: CPA) (the "Company") is pleased to announce that it completed its previously announced acquisition (the "Transaction") of Minera Guang Shou Ecuador S.A. ("Guang Shou") on June 14, 2013 constituting the qualifying transaction of the Company pursuant to the policies of the TSX Venture Exchange (the "Exchange"). As a consequence of the Transaction, the Company has indirectly acquired a 70% interest in the Ecuador company JVChinapintza Mining S.A. which holds a 100% beneficial interest in and title to an Ecuador gold mineral property located in the Viche Conguime I Concession of the Condor Gold Project in the Zamora Province of Ecuador (the "Chinapintza Property"). The Transaction was carried out by way of a three-cornered amalgamation (the "Amalgamation") between Guangshou Ecuador Minerals Ltd. ("GSI Subco") and a wholly-owned British Columbia subsidiary of the Company to form a new corporation continued under the Business Corporations Act (British Columbia). Under the Amalgamation, all shareholders of GSI Subco exchanged their common shares of GSI Subco to the Company in return for common shares of the Company on a one-for-one basis. As a result of the Transaction, Amalco has become a wholly-owned subsidiary of the Company.
On June 12, 2013, the Exchange issued its conditional approval of the Transaction. The Company's common shares (the "Common Shares") will resume trading on the Exchange under the ticker symbol "CPA" after the Exchange's conditions for listing are satisfied and the Exchange issues its final exchange bulletin confirming the completion of the Transaction.
With the completion of the Transaction, the Company has 44,054,375 common shares issued and outstanding (on an undiluted basis), no warrants outstanding, options to acquire 736,500 common shares outstanding. The principals of the Company collectively hold 35,250,000 common shares and 736,500 stock options of the Company all of which are subject to a Tier 2 Value Security Escrow Agreement.
In connection with the completion of the Transaction, the Company is pleased to announce its board of directors as follows: Dongsheng Li, Paul Haber, Bill Mitoulas and James Xiang. In addition, the Company is pleased to announce its executive management as follows:
- Dongsheng Li - President and Chief Executive Officer
- Bill Mitoulas - Chief Financial Officer and Corporate Secretary
Summaries of the biographies for all of the directors and executive management of the Company are set out in the Company's Filing Statement dated May 29, 2013 (available on SEDAR at www.sedar.com).
The Company's Filing Statement dated May 29, 2013 describes the businesses of the Company and Minera Guang Shou Ecuador S.A., and the terms of the Transaction are available on the SEDAR website at www.sedar.com.
FORWARD LOOKING INFORMATION
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of the word, "will" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this news release contains forward-looking information relating to the satisfaction of the issuance of the final exchange bulletin in respect of the Transaction and the listing of the common shares. The final exchange bulletin will not be issued if the Exchange determines that the Company has not met the conditions set out in the Exchange's conditional approval letter.
Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. The material factors and assumptions include the ability of the Company to meet the conditions for listing of the Exchange. The Company cautions the reader that the above list of risk factors is not exhaustive.
The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Chinapintza Mining Corp.
For further information:
Chief Financial Officer, Corporate Secretary, and Director
Telephone: (416) 479-9547