Greater China Capital Inc. completes qualifying transaction, shares to resume trading on the TSX-V and name change to Golden Br
05 7월 2012 - 4:05AM
PR Newswire (Canada)
/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") ,
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". 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. 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.
Greater China Capital Inc. CONTACT: Greater China Capital Inc.
Charles Qin, Chief Executive Officer and DirectorTelephone: (905)
604-2351Facsimile: (905) 604-2391
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