Greater China Capital Inc. Announces Filing of Prospectus
13 Julho 2011 - 12:09PM
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.
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 further to its press release dated June 22, 2011, announcing that
Greater China had obtained a receipt for a prospectus in connection with a 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").
In connection with the Offering, GCC and TET (as defined below) undertook to the
Ontario Securities Commission to (the "Undertaking"):
(A) Prepare and file, within ten (10) days of the final receipt for the
prospectus, the interim financial statements for TET for the third
(3rd) quarter ending on April 30, 2011 (the "TET 3rd Quarter
Statements");
(B) Allow the Ontario Securities Commission an opportunity to comment
thereon;
(C) Prepare and file on SEDAR auditor reviewed TET 3rd Quarter Statements
at least ten (10) days prior to the closing of the Offering;
(D) Issue a press release advising that the auditor reviewed TET 3rd
Quarter Statements have been filed on SEDAR pursuant to an Undertaking
delivered by GCC and TET; and
(E) Not to accept a subscription from any person who did not receive the
auditor reviewed TET 3rd Quarter Statements at least five (5) days
prior to the closing of the Offering.
Greater China has fulfilled items (A) to (D) of the Undertaking. Additionally,
Portfolio Strategies Securities Inc. (the "Agent") undertook to the Ontario
Securities Commission to deliver to each person to whom a prospectus has been
delivered a copy of the auditor reviewed TET 3rd Quarter Statements at least
five (5) days prior to the closing of the Offering and not to accept a
subscription from any person who did not receive a copy of the auditor reviewed
TET 3rd Quarter Statements at least five (5) days prior to the Closing of the
Offering. It is Greater China's and the Agent's intention to fully comply with
item (E) of the Undertaking.
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.
TET, GCC, all of the existing shareholders of TET and TET's has a wholly owned
subsidiary Zhejiang EGE Battery Manufacture Co. Ltd. ("EGE") have also executed
a securities exchange agreement (the "Securities Exchange Agreement") dated as
of March 22, 2011, to document the Proposed Transaction amongst the parties.
The closing of the Offering is conditional on, among other things, the
concurrent closing of the Proposed Transaction. As set out in Greater China's
February 14, 2011, press release, the shareholders of Greater China have already
approved certain matters required to be approved by them. It is currently
anticipated that the Offering and the Proposed Transaction will close on or
before July 31, 2011, or a date as agreed upon by Greater China and TET (the
"Closing Date"). As set out in the 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 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. Copies of the
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.
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
56,637,688 (approximately CAD $8.6 million) and as of January 31, 2011, was RMB
46,758,189 (approximately CAD $7.1 million) and the revenue for the year ended
July 31, 2010 was RMB 58,473,273 (approximately CAD $8.4 million), for the six
(6) month period ending January 31, 2011, were 31,785,837 RMB (approximately CAD
$5.7 million) and for the quarter ended January 31, 2011, was RMB 14,509,106
(approximately CAD $2.2 million) in accordance with the restated audited
financial statements and the restated 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 1,493,373 Greater China
Common Shares, prior to the issuance of 23,400,000 Common Shares to the TET
Shareholders, so that the resulting issuer will have approximately 25,893,373
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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