Greater China Capital Inc. Announces Proposed Prospectus Offering
15 February 2011 - 8:36AM
Marketwired 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.
Further to a press release dated December 24, 2010, Greater China Capital Inc.
("Greater China") (TSX VENTURE:GCA.P), a capital pool company listed on the TSX
Venture Exchange (the "Exchange"), is pleased to announce that shareholders
approved a number of resolutions at its meeting held on February 8, 2011,
including the adoption of Greater China's stock option plan, the election of
Messrs. Carbonaro, Chen and Li as additional directors, subject to approval by
the Exchange, empowering the directors to set the number of directors to be
elected at the annual meeting or annual resolutions of shareholders, and
authorizing Greater China to file Articles of Amendment changing the name of
Greater China to "EGE Battery Corp." and consolidating the Common Shares of
Greater China on the basis of one (1) post-consolidation Common Share for each
six (6) pre-consolidation Common Shares. The approval of the resolution
authorizing the filing of Articles of Amendment was a condition to the
completion of the both the Offering and Proposed Transaction, both of which are
discussed more fully below.
Greater China had previously announced that it had filed a preliminary
prospectus in connection with a proposed offering in which Greater China will
seek to raise gross proceeds of a minimum of $9 million and a maximum of $13.3
million in a brokered "best efforts" prospectus offering (the "Offering"). The
Offering consists of a minimum of 1,000,000 Common Shares of Greater China (the
"Common Shares") and up to a maximum of 1,200,000 Common Shares at a price of
$1.50 (which assumes that the proposed consolidation, as discussed below, is
approved and implemented, and which equates to a pre-consolidation price of
$0.25 per Common Share) for aggregate gross proceeds of a minimum of $1.5
million and a maximum of $1.8 million.
As well, under the Offering, Greater China proposes to issue a minimum of 1,500
and up to a maximum of 2,300 $5,000 principal amount 3 year 10% unsecured
convertible debentures ("Debentures") for aggregate gross proceeds of a minimum
of $7.5 million and a maximum of $11.5 million. The conversion price of the
Debentures will be $3.00 (which again assumes that the proposed consolidation is
approved and implemented, and which equates to a pre- consolidation price of
$0.50 per Common Share). Greater China has engaged Portfolio Strategies
Securities Inc. ("PSSI") to act as agent for the Offering on a commercially
reasonable "best efforts" basis.
The securities offered will not be registered under U.S Securities Act of 1933,
as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements. This
press release is not an offer for sale, or solicitation of an offer to buy, in
the United States of any equity shares or any other securities of Greater China.
The Offering is being made in conjunction with the previously announced proposed
acquisition of Tiandi (Hong Kong) Energy Technology Co., Limited ("TET") as
previously announced in Greater China's July 20, 2010 news release. The proposed
acquisition of TET (the "Proposed Transaction") is intended to constitute the
"Qualifying Transaction" (as such term is defined in the policies of the TSX
Venture Exchange Inc. (the "Exchange")) of Greater China pursuant to Policy 2.4
of the Exchange. It is expected that the combined entity after completion of the
Proposed Transaction will qualify as a Tier 1 Technology/Industrial Issuer
pursuant to the policies of the Exchange. The Proposed Transaction will not be a
Non-Arm's Length Qualifying Transaction (as that term is defined in Policy 2.4).
It is intended that the Proposed Transaction shall take place by way of a share
exchange. The Offering and the completion of the Proposed Transaction is subject
to all necessary regulatory requirements including the approval of the Exchange.
The closing of the Offering is conditional on, among other things, the
concurrent closing of the Proposed Transaction. As set out above, the
shareholders of Greater China have already approved certain matters required to
be approved by them. It is currently anticipated that the Offering will close on
a date as agreed upon by Greater China and TET (the "Closing Date") subsequent
to the issuance of a receipt for the final prospectus. It is expected that the
net proceeds of the Offering will be used by the resulting issuer to fund in
part sales and marketing activity, new equipment and tools, research and
development, general administrative expenses and the costs of the Qualifying
Transaction. However, the bulk of the proceeds are to be used to finance
additional inventory and accounts receivables and for general working capital
purposes.
A preliminary prospectus containing important information relating to these
securities has been filed with securities commissions or similar authorities in
the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario.
The preliminary prospectus is still subject to completion or amendment. Copies
of the preliminary prospectus may be obtained on Greater China's SEDAR profile
at www.sedar.com or from Portfolio Strategies Securities Inc., located at 2
Lombard Street, 3rd Floor, Toronto, Ontario, M5C 1M1. There will not be any sale
or any acceptance of an offer to buy the securities until final receipt for the
final prospectus has been issued.
ABOUT TIANDI (HONG KONG) ENERGY TECHNOLOGY CO., LIMITED
TET is a private company incorporated under the laws of Hong Kong. TET has a
wholly owned subsidiary Zhejiang EGE Battery Manufacture Co. Ltd. ("EGE"), a
private company incorporated under the laws of People's Republic of China. EGE
is ISO9001: 2000 certified and operates as a lead crystal batteries R&D and
manufacturing company in Huzhou City, Zhejiang Province. TET possesses a unique
proprietary technology and owns five lead crystal battery manufacturing related
patents in China. The company's total assets as of July 31, 2010 was RMB
74,464,623 (approximately CAD $11.3 million) and as of October 31, 2010, was RMB
69,665,412 (approximately CAD $10.7 million) and the revenue for the year ended
July 31, 2010 was RMB 58,473,273 (approximately CAD $8.4 million) and for the
quarter ended October 31, 2010, was RMB 17,276,731 (approximately CAD $2.6
million) in accordance with the audited financial statements and quarterly
unaudited financial statements, respectively. Management believes that TET has a
significant potential for growth with the prospect of continuing to expand its
sales in China and worldwide.
Capitalization of the Resulting Issuer
Following the completion of the Proposed Transaction and assuming the
consolidation, there will be issued and outstanding 1,493,372 Greater China
Common Shares, prior to the issuance of 25,000,000 Common Shares to the TET
Shareholders, so that the resulting issuer will have approximately 27,493,372
Common Shares issued and outstanding, assuming the completion of the minimum
Offering but any Common Shares issuable upon the conversion of any Debentures
that may be issued pursuant to the Offering, and any Common Shares that may be
issuable upon the exercise of directors' options and warrants granted to the
Agent.
READER ADVISORY
Completion of the Proposed 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 Proposed Transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the Proposed Transaction
will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the information circular,
filing statement or prospectus to be prepared in connection with the Proposed
Transaction, any information released or received with respect to the Proposed
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.
All information contained in this news release with respect to Greater China and
TET was supplied by Greater China and TET, respectively, for inclusion herein,
and Greater China and its directors and officers have relied on TET 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 Qualifying Transaction, the
Financing 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.
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