TSX VENTURE EXCHANGE: GCA.P
TORONTO, April 27, 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, further to its press release dated March 15, 2012, it has 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 Transaction, but prior to completion of the Financing (as defined below) Greater China will have 9,145,235 common shares issued and outstanding, and Tagliamonte will hold an aggregate of 185,000 common shares of Greater China representing 2% of Greater China's issued and outstanding shares on a non-diluted basis.
In conjunction with the Transaction, Greater China will conduct a non-brokered private placement financing (the "Financing") through the sale of subscription receipts (each a "Subscription Receipt") at a purchase price of $0.22 per Subscription Receipt to raise minimum gross proceeds of $500,000 up to a maximum of $1,500,000 (the "Offering"). 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 certain escrow release conditions. A cash fee equal to 8% of the gross proceeds raised under the Offering will be payable as a finders fee to certain individuals at the discretion of Greater China.
The Transaction is subject to satisfaction or waiver of conditions set out in the Agreement, including the following: (i) conditional approval of the Transaction by the Exchange; (ii) receipt of all required or desirable regulatory approvals, consents and waivers; and (iii) compliance with all other applicable regulatory requirements and conditions. 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.
About Greater China
Greater China was incorporated under the laws of the Province of Ontario and is a capital cool company under the Exchange Policies.
The Property is located in northern Québec, 35 km northwest of Rouyn-Noranda, along the Ontario-Québec border and extends 11 km due east of the Ontario-Québec boundary. It consists of 91 claims covering an area of 3685.81 ha.
Nine of the claims are subject to the Tagliamonte Option. According to an assignment and assumption agreement in respect of the Tagliamonte Option, Northern Skye has the option to earn a 90% legal and beneficial undivided interest in several properties, including the Tagliamonte claims, subject to the terms and conditions of the Tagliamonte Option, including certain net smelter return royalties. The remainder of the claims, or the Staked Claims, that comprise the Property were staked exclusively by Northern Skye.
The Hebecourt Township area is generally agreed to mark the northern limits of the "Noranda Complex", a well studied chemo-stratigraphically defined caldera-like structure. It is at the center of such a structure, which hosts the famous Noranda base metal mining camp. The Noranda Complex is bounded to the north by the Porcupine-Destor Break and to the south by the Larder Lake-Cadillac Break, recognised as two major structural discontinuities of regional extent.
The Property has the potential to host two major types and a subtype of mineralization: volcanogenic massive sulphide, shear zone related lode gold mineralization; and gold-rich volcanogenic massive sulphide mineralization, which is considered a subtype of VMS and lode gold deposits.
There is one known gold occurrence on the Property, the Hebecourt-SO, which is hosted in a quartz vein, located in the centre of a shear zone in diorite rocks that intruded andesite rocks. Disseminated chalcopyrite, pyrite, pyrrhotite and galena also occur in the quartz vein. A grab sample returned 13.7 g/t Au.
Proposed Management and Board of Directors of the Resulting Issuer
Greater China will continue as the resulting issuer following the completion of the Transaction (the "Resulting Issuer"). The following individuals are expected to be Insiders (as defined in the Exchange Policies) of the Resulting Issuer:
Charles Qin, CEO and Director (Stouffville, Ontario)
Mr. Qin has been the CEO, CFO and a director of Greater China since February 28, 2010. Mr. Qin is a financial consultant of Foret Capital Inc., a financial consulting company. From 1995 to 2007, Mr. Qin was a co-founder, CEO and Chairman of JITE Technologies Inc. (TSXV) ("JITE"). Mr. Qin co-founded JITE in 1995 in Shenzhen, China. In 2006, JITE was listed on the TSXV. Mr. Qin holds an MBA from Queen's University.
Dan Fuoco, CFO (Woodbridge, Ontario)
Mr. Fuoco was CFO of Northern Skye from November 2011 to March 2012. From 1998 to 2011 Mr. Fuoco held various positions at Magna International Inc. and MI Developments Inc. including Finance Director, Special Projects Chairman's Office/Vice Chairman's Office. Prior to that, Mr. Fuoco was Senior Manager, Financial Audit at Deloitte & Touche Toronto office from 1986 to 1998. Mr. Fuoco is a Chartered Accountant and has a Bachelor of Business Administration Degree from the Schulich School of Business York University, Toronto, Ontario.
Mr. Fuoco's appointment as CFO will be subject to the approval of the Exchange.
Paul Lin, Director (Toronto, Ontario)
Dr. Lin has been a director of Greater China since February 28, 2010. Dr. Lin has been a director of Quia Resources Inc. since January 2011. Since April 2000, Dr. Lin has been a consultant with Fundex Investments Inc., a financial advisory firm. Dr. Lin was a director and the CEO of Onsino Capital Inc., a CPC, between October 2007 to December 2010 and was a Director and Chief Financial Officer of McVicar Minerals Ltd. from 2000 to 2003. In 2003, Hanfeng Evergreen Inc. completed a reverse take-over of McVicar Minerals Ltd. Dr. Lin subsequently served as a Director and Chief Financial Officer of a newly created corporation, McVicar Resources Inc., between 2004 and 2007. Dr. Lin obtained his Ph.D. in system analysis from the University of Toronto in 1995.
Xuan Wang, Director (Waterloo, Ontario)
Ms. Wang has been a director of Greater China since February 9, 2012. Since 2006, Ms. Wang has been the tax and treasury manager of Canadian General-Tower Limited. From 2000 to 2003, Ms. Wang was a financial controller of Wah Gas Holding Ltd. (a Hong Kong listed company). From 1997 to 2000, Ms. Wang worked as Senior Accountant in Auditing Department at Ernst & Young's Beijing Office. Ms. Wang holds an MBA from York University. Ms. Wang also holds CGA of Canada, AICPA of Illinois and CICPA of China designations.
Ms. Wang's appointment is subject to compliance with Exchange Policy 2.4 s. 3.2(e) which requires a transfer of a minimum of $5,000 worth of Greater China Seed Shares (as defined in Policy 2.4) currently held in escrow.
Richard Quance, Director (Toronto, Ontario)
Mr. Quance is a partner at Himelfarb Proszanksi LLP with over 20 years of experience in various matters involving commercial and civil litigation. Mr. Quance has prosecuted, defended and negotiated many matters respecting civil, commercial, personal injury and insurance claims. He has appeared in Trial Courts, Appeal Courts and before numerous Administrative Tribunals in proceedings involving complex civil and commercial matters. Mr. Quance was called to the Ontario Bar in 1979 and is a member of the Law Society of Upper Canada, the Advocates Society, the Canadian Bar Association and the Association of Trial Lawyers of America.
Mr. Quance's appointment is subject to the approval of the Exchange and that Mr. Quance comply with Exchange Policy 2.4 s. 3.2(e) which requires a transfer of a minimum of $5,000 worth of Greater China Seed Shares (as defined in Policy 2.4) currently held in escrow.
Terry Loney, Proposed Director (Sudbury, Ontario)
Mr. Loney is the CEO and Director of Northern Skye. He has more than 30 years of mineral exploration experience with a background that includes prospecting, logistics management, First Nations consultation and forestry management. Mr. Loney is a director of the Prospectors and Developers Association of Canada (PDAC) and the Ontario Prospectors Association.
John Carter, Proposed Director (Oakville, Ontario)
Mr. Carter is a director of Northern Skye and is the President and a director of Trueclaim Exploration Inc. (TSXV: TRM). He has more than 30 years of direct mining and minerals processing equipment experience. Mr. Carter was previously president of both Minpro International and Oro Blanco Resources.
Greater China intends to rely upon the exemption in Section 3.4(a)(i) of Exchange Policy 2.2 from the requirement to have an application for listing in connection with a Qualifying Transaction sponsored by a Member of the Exchange, assuming, among other things, the non-brokered private placement will raise in excess of the minimum amount required to qualify for the sponsorship exemption. There can be no assurance that Greater China will be able to obtain this exemption.
Greater China will prepare an Exchange-compliant filing statement in conjunction with the Transaction and further information on the Property, including a National Instrument 43-101 - Standards of Disclosure for Mineral Projects compliant report, will be provided in the filing statement.
Other Information and Updates
Greater China's common shares are currently listed for trading on the Exchange; however, they have been halted from trading and will remain halted pending satisfaction of the Exchange's requirements. There can be no assurance that trading in the Greater China common shares will resume prior to the completion of the Transaction.
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.
All information contained in this news release with respect to Greater China and Northern Skye was supplied by Greater China and Northern Skye, respectively, for inclusion herein, and Greater China and its directors and officers have relied on Northern Skye for any information concerning them.
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 QT 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.
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.
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