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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Greater China Capital | TSXV:GCA.P | TSX Venture | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
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. 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 it will seek to raise gross proceeds of up to $10.8 million in a brokered "best efforts" prospectus offering (the "Offering") consisting of up to $1.8 million in common shares ("Common Shares") at a price of $0.25 per Common Share ($1.50 per Common Share assuming that the proposed consolidation of Greater China shares is approved) and up to $9 million in 3 year 10% secured convertible debentures ("Debentures") of Greater China. The conversion price of the Debentures will be $0.50 ($3.00 per Common Share assuming that the proposed consolidation of Greater China shares is approved). The Offering is subject to all necessary regulatory requirements including the approval of the TSX Venture Exchange and the successful completion of the qualifying transaction (the "Proposed Transaction") between Greater China and Tiandi (Hong Kong) Energy Technology Co., Limited ("TET") as previously announced in Greater China's July 20, 2010 news release. Net proceeds of the Offering will be used to fund the expansion capital needs of TET, and for working capital. Portfolio Strategies Securities Inc. ("PSSI") of Toronto, Ontario has been engaged as lead agent subject to satisfactory due diligence. PSSI has also agreed to act as sponsor in connection with the Proposed Transaction. As compensation for its services, PSSI will receive a cash commission of eight percent (8%) of the gross proceeds of the Offering and a number of broker warrants (the "Broker Warrants") equal to eight percent (8%) of the number of Common Shares and Debentures sold pursuant to the Offering. Each Broker Warrant is exercisable into one Common Share at the exercise price of $0.25 per Common Share ($1.50 per Common Share assuming that the proposed consolidation of Greater China shares is approved) for 24 months from the completion date of the Proposed Transaction. The Proposed Transaction is intended to be the Qualifying Transaction 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 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. 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 May 31, 2010 was RMB 91,329,720 (approximately CAD$15 million) and the revenue for the year ended May 31, 2010 was $61,316,349 (approximately CAD$10 million) in accordance with the unaudited financial statements. 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 previously announced in Greater China's July 20, 2010 news release, there will be issued and outstanding 1,493,373 Greater China common shares, prior to the issuance of 25,000,000 common shares to the TET Shareholders, so that the Company will have approximately 26,493,373 common shares issued and outstanding, excluding any common shares issued pursuant to the Offering, 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. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
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