/THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES./
TSX VENTURE EXCHANGE: GCA.P
TORONTO, July 6, 2012 /CNW/ - Greater China Capital Inc. ("Greater China") (TSXV: GCA.P), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has completed and received final acceptance from the Exchange in respect of its "Qualifying Transaction" originally announced on March 15, 2012 and described in detail in Greater China's Filing Statement dated June 13, 2012 (available under Greater China's profile at www.sedar.com).
Qualifying Transaction Details
On April 27, 2012 Greater China entered into a definitive agreement (the "Agreement") dated April 27, 2012 with Northern Skye Resources Ltd. ("Northern Skye"), Trueclaim Exploration Inc. and Frank P. Tagliamonte ("Tagliamonte") in respect of a proposed Qualifying Transaction (as defined in Exchange Policy 2.4) (the "Transaction").
On completion of the Transaction and pursuant to the Agreement, Northern Skye will assign Greater China: (i) an option to earn up to an undivided 50% interest in mineral claims located in the province of Quebec, known as the Hebecourt Project, which are currently subject to an option agreement dated July 18, 2011 in favour of Northern Skye from the registered holder of the claims, Tagliamonte (the "Tagliamonte Option"); and (ii) a 50% working interest in mineral claims held by Northern Skye that are contiguous to the Tagliamonte Option (the "Staked Claims"), subject only to a net smelter return royalty of 2.5% in favour of Northern Skye (collectively the Staked Claims and the Tagliamonte Option, the "Property"). The Agreement also includes a term sheet for a joint venture agreement that is expected to be entered into by Greater China and Northern Skye after completion of the Transaction.
Under the terms of the Agreement, Greater China must pay to Tagliamonte the aggregate sum of $300,000 in cash over a period of four years; incur cumulative expenditures of not less than $2,500,000 on or in respect of the Property over a period of five years (approximately $120,000 of which has already been spent by Northern Skye and will be reimbursed by Greater China); and issue to Tagliamonte the aggregate of 185,000 common shares of Greater China over a four year period. Upon completion of the qualifying transaction Greater China will have 8,960,235 GCC Shares (as defined below) outstanding and 185,000 GCC Shares potentially issuable by Greater China pursuant to the Tagliamonte Option.
The Transaction does not constitute a "Non-Arm's Length Qualifying Transaction" as defined in Exchange Policy 2.4 and consequently Greater China is not required to obtain shareholder approval for the Transaction.
Closing of Private Placement
As detailed in a prior press release dated June 13, 2012, Greater China has closed a non-brokered private placement of 3,963,504 subscription receipts (the "Subscription Receipt") at a price of $0.22 per Subscription Receipt for gross proceeds of $871,970.88 (the "Offering"). The gross proceeds of the Offering have been deposited into escrow with Olympia Transfer Services Inc., as escrow agent, and will be released to Greater China upon notice to the escrow agent that the escrow release conditions discussed below (the "Release Conditions") have been satisfied. It is intended that the net proceeds of the Offering will be used for exploration of the Hebecourt Property and general working capital purposes.
Upon satisfaction of certain escrow release conditions in accordance with Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions, each Subscription Receipt will entitle the holder thereof to receive one common share (a "GCC Share"), and one half of one common share purchase warrant of GCC (each whole warrant, a "GCC Warrant"). Each GCC Warrant shall entitle the holder thereof to acquire one common share of GCC (a "GCC Warrant Share") at a price of $0.35 for a period of 1 year following the date of satisfaction of the Release Conditions which include the TSXV issuance of the a final exchange bulletin in respect of Greater China's proposed qualifying transaction and the escrow agent receiving the confirmation certificate. Under the terms of the Offering a cash fee equal to 8% of the gross proceeds or $69,757.67 will be paid, upon the satisfaction of the Release Conditions and the release of funds from escrow, to certain persons who are at arms length to Greater China, as a finders fee.
The Resulting Issuer, Name Change and Resumption of Trading
Upon receiving conditional approval from the Exchange, Greater China has changed its name to Golden Bridge Mining Corporation ("Golden Bridge"). Following the Exchange's acceptance Golden Bridge will have 12,923,739 GCC Shares outstanding and 1,981,752 GCC Warrants outstanding.
As indicated in the bulletin issued by the Exchange, Greater China has changed its name to Golden Bridge and will resume trading on the Exchange at market open on July 9, 2012. Greater China will be classified as a Tier 2 "mineral exploration" company with the trading symbol "GBM".
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required 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 management information circular or filing statement or other disclosure documents of Greater China 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 Greater China 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 press release.
Statements in this press release may contain forward-looking information. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. Forward-looking information in this press release includes terms and conditions of the qualifying transaction and associated transactions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Greater China. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and Greater China does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
ON BEHALF OF THE BOARD
Charles Qin, Chief Executive Officer and Director
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Greater China Capital Inc.
Charles Qin, Chief Executive Officer and Director
Telephone: (905) 604-2351
Facsimile: (905) 604-2391