TSX VENTURE EXCHANGE: GCA.P
TORONTO, March 15, 2012 /PRNewswire/ - 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 entered into a letter agreement
(the "Letter Agreement") dated March 15,
2012 with Northern Skye Resources Ltd. ("Northern Skye") a
private corporation incorporated under the Business Corporations
Act (Ontario). Pursuant to the
Letter Agreement, Northern Skye and Greater China will enter into a definitive
agreement ("Definitive Agreement") whereby 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, Frank P. 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 Definitive
Agreement will also include 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 QT.
Greater China
is a "capital pool company" under the rules and policies of the
Exchange. The transaction
contemplated by the Letter Agreement will
represent Greater China's
qualifying transaction (the "QT") and is subject to the acceptance
of the Exchange. The QT is not a related party transaction under
the rules and policies of the Exchange and the QT does not
constitute a non-arm's length QT. Approval of the QT by the
shareholders of Greater China will
not be required by the Exchange. Upon completion of the QT,
Greater China is expected to
become a Tier 2 mining issuer on the Exchange. Greater China will apply to the Exchange for a
waiver of the requirement to engage a sponsor with respect to the
QT. There is no assurance that a waiver will be granted.
Pursuant to the terms of the Letter Agreement,
to earn a 50% in the Property, Greater
China must:
- pay to Frank P. 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 Tagliamonte
Option over a period of five years (approximately $200,000 of which has already been spent by
Northern Skye and will be reimbursed by Greater China); and
- issue to Frank P. Tagliamonte
the aggregate of 185,000 common shares of Greater China over a four
year period.
Upon completion of the QT, Greater China will have 9,145,235 common
shares issued and outstanding. Assuming that Greater China acquires a 50% interest in the
Property, Frank P. Tagliamonte,
after four years, will hold an aggregate of 185,000 common shares
of Greater China representing approximately 2.0% of Greater China's issued and outstanding shares
on a nondiluted basis.
Directors, Officers and Insiders of Greater
China Following the QT
It is anticipated, subject to Exchange approval,
that upon completion of the QT, the directors, officers and
insiders of Greater China will be
as follows:
Charles Qin,
CEO and Director
Mr. Qin has been the CEO, CFO and a director of
Greater China since February 28, 2010. Mr. Qin is a financial
consultant of Foret Capital Inc., a financial consulting company.
From 1995 to 2007, Mr. Qin was a co-founder, CEO and Chairman of
JITE Technologies Inc. (TSXV) ("JITE"). Mr. Qin co-founded JITE in
1995 in Shenzhen, China. In 2006,
JITE was listed on the TSXV. Mr. Qin holds an MBA from Queen's
University.
Paul Lin,
Director
Dr. Lin has been a director of Greater China since February 28, 2010. Dr. Lin has been a director of
Quia Resources Inc. since January
2011. Since April 2000, Dr.
Lin has been a consultant with Fundex Investments Inc., a financial
advisory firm. Dr. Lin was a director and the CEO of Onsino Capital
Inc., a CPC, between October 2007 to
December 2010 and was a Director and
Chief Financial Officer of McVicar Minerals Ltd. from 2000 to 2003.
In 2003, Hanfeng Evergreen Inc. completed a reverse take-over of
McVicar Minerals Ltd. Dr. Lin subsequently served as a Director and
Chief Financial Officer of a newly created corporation, McVicar
Resources Inc., between 2004 and 2007. Dr. Lin obtained his Ph.D.
in system analysis from the University of
Toronto in 1995.
Xuan Wang,
Director
Ms. Wang has been a director of Greater China since February 9, 2012. Since 2006, Ms. Wang has been
the tax and treasury manager of Canadian General-Tower Limited.
From 2000 to 2003, Ms. Wang was a financial controller of Wah Gas
Holding Ltd. (a Hong Kong listed
company). From 1997 to 2000, Ms. Wang worked as Senior
Accountant in Auditing Department at Ernst & Young's Beijing
Office. Ms. Wang holds an MBA from York
University. Ms. Wang also holds CGA of Canada, AICPA of Illinois and CICPA of China designations.
Ms. Wang's appointment is subject to
compliance with Exchange Policy 2.4 s. 3.2(e) which requires a
transfer of a minimum of $5,000 worth
of Greater China Seed Shares (as defined in Policy 2.4) currently
held in escrow.
Richard
Quance, Director
Mr. Quance is a partner at Himelfarb Proszanksi
LLP with over 20 years of experience in various matters involving
commercial and civil litigation. Mr. Quance has prosecuted,
defended and negotiated many matters respecting civil, commercial,
personal injury and insurance claims. He has appeared in Trial
Courts, Appeal Courts and before numerous Administrative Tribunals
in proceedings involving complex civil and commercial matters. Mr.
Quance was called to the Ontario Bar in 1979 and is a member
of the Law Society of Upper
Canada, the Advocates Society, the Canadian Bar Association
and the Association of Trial Lawyers of America.
Mr. Quance's appointment is subject to the
approval of the Exchange and that Mr. Quance comply with Exchange
Policy 2.4 s. 3.2(e) which requires a transfer of a minimum of
$5,000 worth of Greater China Seed
Shares (as defined in Policy 2.4) currently held in escrow.
Terry Loney,
Proposed Director
Mr. Loney is the CEO and Director of Northern
Skye. He has more than 30 years of mineral exploration experience
with a background that includes prospecting, logistics management,
First Nations consultation and forestry management. Mr. Loney
is a director of the Prospectors and Developers Association of
Canada (PDAC) and the Ontario
Prospectors Association.
John Carter,
Proposed Director
Mr. Carter is a director of Northern Skye and is
the President and a director of Trueclaim Exploration Inc. (TSXV:
TRM). He has more than 30 years of direct mining and minerals
processing equipment experience. Mr. Carter was previously
president of both Minpro International and Oro Blanco
Resources.
Dan Fuoco,
Proposed CFO (will be appointed effective March 16, 2012)
Mr. Fuoco has been CFO of Northern Skye since
November 2011. From 1998 to
2011 Mr. Fuoco held various positions at Magna International Inc.
and MI Developments Inc. including Finance Director, Special
Projects Chairman's Office/Vice Chairman's Office. Prior to
that, Mr. Fuoco was Senior Manager, Financial Audit at Deloitte
& Touche Toronto office from 1986 to 1998. Mr. Fuoco is a
Chartered Accountant and has a Bachelor of Business Administration
Degree from the Schulich School of Business York University, Toronto,
Ontario.
Mr. Fuoco's appointment as CFO will be
subject to the approval of the Exchange.
The Property
The Property is located in northern Québec, 35
km northwest of Rouyn-Noranda,
along the Ontario-Québec border
and extends 11 km due east of the Ontario-Québec boundary. It
consists of 91 claims covering an area of 3685.81 ha.
Nine of the claims are subject to the
Tagliamonte Option. According to an assignment and assumption
agreement in respect of the Tagliamonte Option, Northern Skye has
the option to earn a 90% legal and beneficial undivided interest in
several properties, including the Tagliamonte claims, subject to
the terms and conditions of the Tagliamonte Option, including
certain net smelter return royalties. The remainder of the claims,
or the Staked Claims, that comprise the Property were staked
exclusively by Northern Skye.
The Hebecourt Township area is generally agreed
to mark the northern limits of the "Noranda Complex", a well
studied chemo-stratigraphically defined caldera-like
structure. It is at the center of such a structure, which
hosts the famous Noranda base metal mining camp. The Noranda
Complex is bounded to the north by the Porcupine-Destor Break and
to the south by the Larder Lake-Cadillac Break, recognised as two
major structural discontinuities of regional extent.
The Property has the potential to host two major
types and a subtype of mineralization: volcanogenic massive
sulphide, shear zone related lode gold mineralization; and
gold-rich volcanogenic massive sulphide mineralization, which is
considered a subtype of VMS and lode gold deposits.
There is one known gold occurrence on the
Property, the Hebecourt-SO, which is hosted in a quartz vein,
located in the centre of a shear zone in diorite rocks that
intruded andesite rocks. Disseminated chalcopyrite, pyrite,
pyrrhotite and galena also occur in the quartz vein. A grab sample
returned 13.7 g/t Au.
Exploration on the Property started in 1948 when
the Québec Department of Mines completed geological mapping in the
area. No significant exploration took place until the 1970's, after
which the Property has been explored more or less continuously
until now.
Significant Conditions to Closing
Completion of the QT is subject to certain
conditions including, without limitation, approval of the QT by the
Exchange, waiver of the requirement to engage a sponsor or the
engagement of a sponsor and satisfactory completion of due
diligence by Greater China and
Northern Skye. There can be no assurance that the QT will be
completed as proposed or at all.
Trading Halt
In accordance with Exchange policy, the shares
of Greater China will remain halted from trading on the Exchange
until such time that Greater China
satisfies all the requirements set out in Exchange Policy 2.4 s.
2.3(b) and the Exchange at its discretion determines to remove the
trading halt.
The technical disclosure in this release has
been reviewed and verified by Scott
Jobin-Bevans, a Qualified Person as defined in terms of
National Instrument 43-101 - Standards of Disclosure for Mineral
Projects. Mr. Jobin-Bevans has no relationship or direct or
indirect personal interest in Greater
China.
READER ADVISORY
Completion of the QT 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.
All information contained in this news release
with respect to Greater China and
Northern Skye was supplied by Greater
China and Northern Skye, respectively, for inclusion herein,
and Greater China and its
directors and officers have relied on Northern Skye 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 QT 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,
President, Chief Executive Officer and Chief Financial Officer
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.