TSX VENTURE EXCHANGE: GCA.P
TORONTO, June 15, 2012 /CNW/ - Greater China Capital Inc.
("Greater China") (TSX-V: GCA.P), a capital pool company listed on
the TSX Venture Exchange (the "Exchange"), is pleased to announce
that it has received Exchange conditional approval to close its
"Qualifying Transaction".
Greater China
is also pleased to announce that it has posted a Filing Statement
dated June 13, 2012 on SEDAR
(www.sedar.com) disclosing the details of its Qualifying
Transaction and concurrent private placement financing. The
Qualifying Transaction is scheduled to close on or about
June 25, 2012 and remains subject to
final exchange approval.
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 outstanding and 185,000 GCC Shares potentially issuable
by Greater China pursuant to the
Tagliamonte Option. Upon the satisfaction of the
Release Conditions Greater China will have 12,923,739 GCC Shares
outstanding and 1,981,752 GCC Warrants outstanding.
The Transaction is subject to satisfaction or
waiver of conditions set out in the Agreement, including the
following: (i) receipt of all required or desirable regulatory
approvals, consents and waivers; and (ii) 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.
Other Information and Updates
Greater China's
common shares are currently listed for trading on the Exchange;
however, they have been halted and subsequently suspended from
trading and will remain halted and suspended 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.
READER ADVISORY
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.
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"
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.
SOURCE Greater China Capital Inc.