Greater China Capital Inc. Provides Update on Qualifying Transaction
12 June 2012 - 10:28PM
PR Newswire (Canada)
TSX VENTURE EXCHANGE: GCA.P TORONTO, June 15, 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 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.
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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