Agreement to acquire all of the shares of Hong Kong incorporated Golden Hill International Holdings Limited (the "Target"), a Chinese-based energy company
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, Feb. 19 /CNW/ - JYW Capital Corp. ("JYW") (JYW.P/TSX-V) announces that on February 12, 2010, the TSX Venture Exchange conditionally accepted JYW's proposed Qualifying Transaction ("QT"), as originally announced on June 25, 2009, and as updated on August 25, 2009. The conditional acceptance applies to:
(i) the acquisition of the Target by JYW, with the initial release from
escrow of the JYW shares to be issued in exchange for all of the
outstanding shares of the Target to be effected only when each of
the following has occurred: (a) the extension to December 31, 2010
applied for by the Target's 75% owned subsidiary in respect of the
required registered capital payment into the subsidiary has been
granted by the appropriate governmental authorities in the Peoples'
Republic of China; and (b) the issuance to the subsidiary of a
Coalbed Methane Exploration License by the appropriate governmental
authorities in the Peoples' Republic of China; and
(ii) a concurrent $5 million CAD private placement, the major portion of
which will be a brokered private placement through Union Securities
Ltd., to consist of the sale of 20 million units at a price of
$0.25 per unit, each unit to consist of one JYW common share and
one-half (1/2) of a non-transferable share purchase warrant, with
each whole warrant to entitle the holder to purchase one additional
JYW common share at a price of $0.50 for a period of two years from
closing. (There will be the standard four months and one day hold
period in Canada on the securities issued pursuant to this private
Final acceptance of the QT and the listing of JYW as the "Resulting Issuer" will be conditional upon satisfaction of several conditions, including the closing of the $5 million CAD private placement. It is estimated that these conditions will be satisfied during the next 30 to 60 days, during which time a further news release will provide further detail and specify the actual dates of closing and listing. At listing it is expected the Resulting Issuer will be classified a Tier 2 oil and gas issuer. After said listing JYW intends to change its name to "China Coal Corporation".
JYW is a CPC originally listed on the TSX Venture Exchange, and currently listed on NEX. Following the Completion of the QT, JYW expects to have its existence as the Resulting Issuer transferred from NEX to the TSX Venture Exchange as a Tier 2 Oil and Gas Issuer.
Completion of the Qualifying 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 Qualifying 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 to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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 press release.
On behalf of the Board of Directors
JYW CAPITAL CORP.
President, Chief Executive Officer,
Chief Financial Officer and Director
This News Release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. JYW's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
WARNING: This news release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of exploration and other risk factors beyond its control, and actual results may differ materially from the expected results.
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 NEWS RELEASE.
SOURCE JYW CAPITAL CORP.
For further information: For further information: please visit the website at www.sedar.com to view JYW's profile; To contact Golden Hill International Holdings Limited: Raymond Fong, CEO, (403) 554-2288