/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES/
RICHMOND, BC, Aug. 28, 2012 /CNW/ - CINS Holding Corp. (formerly Genius World Investments Limited) (TSXV: GNW.H) (the "Company") is pleased to announce that the Company has entered into a Share Purchase Agreement ("Share Purchase Agreement") as of today with CINS Holding Limited ("CINS"), a holding company incorporated under the laws of Hong Kong, and the shareholders of CINS ("CINS Shareholders").
Terms of the Transaction
Pursuant to the Share Purchase Agreement, the Company will acquire (the "Transaction") all of the outstanding shares of CINS, in exchange for the issuance of Common Shares, Warrants and Special Warrants to CINS Shareholders some of which will be subject to escrow restrictions pursuant to the policies of the Canadian National Stock Exchange ("CNSX").
Under the terms of the Share Purchase Agreement on the closing date of the Transaction the following shall occur:
|(a)||all of the CINS Shares held by CINS Shareholders in the capital of CINS shall be transferred to the Company;|
|(b)||the CINS shareholders who participated in the financing referred to below will be issued an aggregate of 3,996,770 Common Shares, 3,684,221 $0.25 Warrants and 312,549 $0.50 Warrants; and|
|(c)||the founding shareholders of CINS will be issued an aggregate of 15,390,313 Common Shares and 63,131,687 Special Warrants, all of which will be held in escrow.|
Each Special Warrant entitles the holder to receive, on exercise or deemed exercise and without payment of further consideration, one Common Share of the Company. The Special Warrants may not be exercised until, and will be deemed to be exercised wholly or partially from time to time on, the date(s) on which all of the following conditions have been met:
|(a)||the Company has raised additional equity financing following the closing date of not less than $0.065 per Special Warrant exercised or deemed to be exercised; and|
|(b)||the Company has received confirmation from the CNSX that the CNSX has received evidence satisfactory to the CNSX that on exercise or deemed exercise of the Special Warrants, the public float will still constitute at least 10% of the total issued and outstanding Common Shares;|
|provided that any Special Warrants not exercised or deemed to be exercised on or before the third anniversary of the listing of the Company's Common Shares on the CNSX (the "Listing Date") will be deemed to be cancelled and no longer exercisable.|
Each $0.25 Warrant is exercisable to acquire one Common Share of the Company for a period of 2 years from the Listing Date at a price of $0.25 per Warrant Share.
Each $0.50 Warrant is exercisable to acquire one Warrant Share for a period of 2 years from the Listing Date at a price of $0.50 per Warrant Share.
On the closing of the Transaction, CINS will be a wholly owned subsidiary of the Company, and the Company through CINS and its subsidiary Dongguan CINS Technology Limited ("DCT") will be engaged in the business of providing software research and development services in the People's Republic of China ("PRC").
CINS recently completed a financing of 509,000 CINS Shares at a price of $1.964636 per CINS Share for total gross proceeds of $1,000,000. A 10% finder's fee has been paid in cash to a finder in connection with the financing. The proceeds of the financing, net of the finder's fee, is $900,000.
On August 20, 2012, the Company received conditional approval from the NEX Board of TSX Venture Exchange ("TSXV") with regard to its delisting application. A TSXV bulletin on delisting of the Company will be issued prior to the listing on the CNSX.
Shareholdings on the Closing Date
On completion of the Transaction the CINS Shareholders will hold 19,387,083 Common Shares of the Company or approximately 90.65% of the outstanding 21,387,083 Common Shares.
Conditions to Closing the Transaction and Required Approvals
The Transaction is subject to a number of approvals, which must be obtained, and conditions, which must be met, prior to its implementation, including, but not limited to the following:
|(a)||the acceptance of the Transaction for filing by the CNSX;|
|(b)||the election and appointment of certain nominees of CINS as directors and officers of the Company;|
|(c)||all conditions precedent to the Transaction as set forth in the Share Purchase Agreement, must be satisfied or waived by the appropriate party;|
|(d)||the receipt of all necessary corporate, regulatory and third party approvals including the approval of the TSXV and CNSX, as applicable, and compliance with all applicable regulatory requirements and conditions in connection with the Transaction;|
|(e)||the de-listing from the NEX Board of the TSXV shall have occurred; and|
|(f)||conditional approval for the listing of the Company's Common Shares on the CNSX shall have been obtained.|
Board and Management Following Completion of the Transaction
Upon completion of the Transaction, it is expected the following individuals will be directors and/or officers of the Company:
- Chung Yan Lee
- Sheng (Sam) Wang
- Shu Wai (Jimmy) Chan
- Stephen Hon Cheung So
- George Graham Dorin
The Board will have 2 non-independent directors and 3 independent directors. The independent directors will be Shu Wai (Jimmy) Chan, Stephen Hon Cheung So and George Graham Dorin.
- Chung Yan Lee - Chief Executive Officer and Chairman of the Board
- Sheng (Sam) Wang - Chief Financial Officer and Corporate Secretary
Business of the Company
Following the Completion of the Transaction, the business of DCT will become the business of the Company and the Company will continue the business of DCT.
DCT is an online game software development company with strong research and development capability. DCT owns a game engine called "Yufeng" which is a proprietary software package serving as the underlying foundation for various online games that are either under development or still in the initial phases of conception. DCT is in the process of applying for copyright protection of its Yufeng game engine. DCT also holds the rights to a proprietary database and server deployment technology intended to enhance online gaming security and data integrity. DCT is also in the process of developing SS, a client-side martial arts community building online game which is scheduled for beta testing in the third quarter of 2012. In addition, DCT is also working on the development of two webgames that are in the early stages of conception.
DCT has readily available distribution access to the online game market through its strategic partners including Guangdong CINS Technology Limited ("GCT"). GCT is an online game operator currently operating two popular game titles licensed from a Japanese game developer. GCT has established market recognition and a stable, growing player base. The growth in the business of on-line game operators in the PRC and growing demand for additional on-line games has created an opportunity for software developers to license games to operators seeking to diversify on-line game offerings in an effort to capture more market share. Many other small to medium sized online game operators in the PRC rely on licensing game titles directly from developers like DCT due to barriers which prevent operators from developing their own games including the high costs incurred in connection with the R&D of new games and the sourcing and retention of qualified personnel with the requisite technical expertise to develop, service, support and upgrade software. DCT is uniquely positioned in the market. As an online game software developer and not an online game operator, DCT does not compete directly with game operators. Instead, DCT can form strategic partnerships with the operators of multiple game portals that offer online games to customers which are licensed from several different developers. The opportunity to leverage strategic partnerships is anticipated to increase DCT's exposure to different segments of game players using game portal sites. These partnerships are anticipated to also allow DCT to increase its licensing and royalty income.
The information provided in this news release, including information incorporated by reference, may contain "forward-looking statements" about the Company, DCT and CINS. In addition, the Company may make or approve certain statements in future filings with Canadian securities regulatory authorities, in press releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements. All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as "may", "will", "would", "could", "should", "believes", "estimates", "projects", "potential", "expects", "plans", "intends", "anticipates", "targeted", "continues", "forecasts", "designed", "goal", or the negative of those words or other similar or comparable words.
Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as at the date they are made and are based on information currently available and on the then current expectations of the Company and assumptions concerning future events, which are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from that which was expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties related to:
- the availability of financing opportunities, risks associated with economic conditions, dependence on management and conflicts of interest; and
- other risks described from time to time in documents filed by the Issuer with Canadian securities regulatory authorities.
Consequently, all forward-looking statements made in this news release and other documents of the Company are qualified by such cautionary statements and there can be no assurance that the anticipated results or developments will actually be realized or, even if realized, that they will have the expected consequences to or effects on the Company. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that the Company and/or persons acting on their behalf may issue. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required under securities legislation.
Neither the TSX Venture Exchange nor the Canadian National Stock Exchange has reviewed and does not accept responsibility for the adequacy or accuracy of this release.
SOURCE: CINS Holding Corp.
For further information:
Sam Wang, CEO, CFO, President
CINS Holding Corp.
Tel.: (604) 773-1339