Giga Capital Corporation Enters Into a Qualifying Transaction and Announces Common Share Financing
2010年5月19日 - 2:10AM
Marketwired Canada
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Giga Capital Corporation ("Giga") (TSX VENTURE:GIG.P) is pleased to announce
that it has signed a letter of intent dated May 11, 2010 (the "LOI") whereby
Giga has agreed with GSL Mining Investments Limited, a Hong Kong company,
subject to a formal agreement (the "Acquisition Agreement") to acquire all the
issued and outstanding shares of its wholly owned subsidiary, Join Pacific
Investment Ltd. ("Join Pacific"), a Hong Kong Company which indirectly holds a
mining license for sand and gravel in the Yunnan Province of China. GSL Mining
Investments Limited is controlled by Hong Kong shareholders: Abundant Resource
(HK) Ltd. (beneficial owner Fu Yuesheng) as to 24%, Respectful Group Ltd.
(beneficial owner Law Shiu Chur) as to 20%, Clear Treasure Holdings Ltd.
(beneficial owner Sui Ting Cheong Robert) as to 20%; Pearl Way Holdings Ltd.
(beneficial owner Ho Chak Pan He Zewen) as to 20% and HeZewen of China as to
16%. Giga will issue 14,117,294 common shares to GSL as consideration for the
acquisition.
The acquisition is an arm's length transaction and is expected to constitute the
Qualifying Transaction (as such term is defined in the policies of the TSX
Venture Exchange Inc. ("TSXV")) or "QT" for Giga. The QT and all related
transactions remain subject to the approval of the TSXV. It is anticipated that
on completion of the QT, Giga will be classified as a Tier 2 Mining Issuer on
the TSXV.
Prior to the completion of the QT Giga will complete a non-brokered or brokered
private placement of a minimum of 11,500,000 and maximum of 20,000,000 common
shares at a price of $0.05 per share for gross proceeds of a minimum of $575,000
and maximum of $1,000,000 (the "Financing").
The QT
Pursuant to the terms of the LOI, Join Pacific will capitalize its debt to GSL
into shares and Giga will acquire all of the issued and outstanding shares of
Join Pacific and will issue as consideration therefor 14,117,194 common shares
as fully paid and non-assessable.
It is anticipated that upon completion of the QT and assuming a minimum
financing of $575,000, Giga will have the following securities issued and
outstanding:
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Currently Issued on Minimum
Issued Financing Issued on QT Total
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Common Shares 8,700,000 11,500,000 14,117,194 34,317,194
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Options 600,000 - - 600,000
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Financing
Prior to the completion of the QT Giga will complete a non-brokered private
placement of a minimum of 11,500,000 (maximum 20,000,000) common shares at a
price of $0.05 each for minimum gross proceeds of $575,000 and maximum of
$1,000,000. If an agent is retained by Giga in connection with the Financing, a
cash commission will be payable by Giga to such agent. The completion of the
Financing is a condition precedent to the completion of the QT.
Highlights of the QT
Summary of the Business
Upon completion of the QT, Giga will be a publicly listed Tier 2 Mining Issuer.
Giga will be the sole shareholder of Join Pacific, which in turn will own all
the shares of a People's Republic of China company named Kunming Dongchuan River
Sand Quarrying Ltd. ("KDR"). KDR holds a sand and gravel mining license and a
business license at Tongdu Town which is approximately 157 KM from Kunming city
in Yunnan Province China and KDR intends to buy the necessary equipment to
commence mining of sand and gravel and to sell the product for on going
construction projects in Kunming City and other areas in Yunnan. The concession
area of the sand and gravel mining license is 20 km along 2 rivers, which have
an average of 150m in width, up to the junction point where 3 rivers combine to
one exit channel. The sand and gravel mining license period is granted for 15
years, and is subject to further extension upon expiry of the 15 year period.
The annual sand production from the concession is initially targeted for 500,000
cubic meters per year; however, a feasibility study has not been completed and
there is no certainty the proposed operation will be economically viable. The
sand in this area is categorized as fine to medium coarse grade, containing
small quantity of mud, only traces of mica, organic substance and other
impurities. It is clean, solid, natural and high-quality sand. Compared to other
sand available in Kunming City at present, the concrete produced by the river
sand in this area can decrease the cracking trend of concrete and further
enhance the service, durability and wear resistance of concrete.
Directors and Officers
Upon competition of the QT and pursuant to the Acquisition Agreement, the
directors and officers of Giga will be:
Name and Title Residence Background During the Five Preceding Years
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Frank Boyd Calgary, CEO & President of Apex Limited Partnership
Chairman of Alberta
the Board of
Directors
Robert Siu Hong Kong Since 2008, Chief Executive Officer and
Director & CEO Managing Director GSL Mining Investments
Limited - a private company that invests and
operates various mining projects in China
including Gansu, Shanxi and Yunnan Provinces.
From 2006 to 2007, Chief Executive Officer and
Vice-Chairman A-Max Holdings Limited, a
publicly listed company on the Hong Kong Stock
Exchange under the stock code 00959, a company
involved in the investment of hotel and
entertainment business in Macao.
Michael Poon Calgary, Chartered Accountant in public practice as a
Chief Alberta sole practitioner.
Financial
Officer &
Director
David Ross Calgary, Partner with Burnet, Duckworth & Palmer LLP
Director & Alberta (law firm).
Corporate
Secretary
Stephen Law Calgary, Civil engineer by professional in Canada, UK,
Director Alberta HKG. Principal shareholder of GSL Group of
Companies for 20 years. Mr. Law is a Licensed
Broker in GSL Realty Ltd. and is a land
developer under the GSL Group of companies.
Selected Financial Information for Join Pacific
The following table sets forth selected audited historical financial information
for Join Pacific for the years ended December 31, 2009 and December 31, 2008 and
selected balance sheet data as at such periods. Such information is derived from
the financial statements of Join Pacific.
Audited Audited
------------------------------
Year Ended Year Ended
December 31, December 31,
2009 2008
------------------------------
Revenue nil nil
Operating Expense nil nil
Net Income (Loss) nil nil
Total Assets 259,446 nil
Total Liabilities 560,017 nil
Cash Dividends Declared nil nil
Total Shareholders Equity (Deficit) (300,571) nil
Conditions to Completion of the QT
At this time, and subject to TSXV confirmation, shareholder approval will not be
required for the acquisition and a filing statement for the QT is expected to be
filed with the TSXV in June 2010. The closing of the QT is anticipated to occur
when the filing statement has been approved by the TSXV. The filing statement
will contain detailed information in respect of Giga and Join Pacific,
operational, historical and pro-forma financial information, and will be
accessible on the SEDAR profile for Giga at www.sedar.com.
The Acquisition Agreement will contain customary representations, warranties and
conditions, and will include non-solicitation covenants and mutual
non-completion expenses payable in certain circumstances. Upon execution, a copy
of the Acquisition Agreement will be accessible on the SEDAR profile for Giga at
www.sedar.com.
Completion of the QT is subject to a number of conditions, including but not
limited to, TSX Venture Exchange acceptance. There can be no assurance that the
QT will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be
prepared in connection with the QT, any information released or received with
respect to the QT 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.
Wolverton Securities Ltd., subject to completion of satisfactory due diligence,
has agreed to act as sponsor in connection with the transaction. An agreement to
sponsor should not be construed as any assurance with respect to the merits of
the transaction or the likelihood of completion.
Recommendations of the Boards of Directors of Giga
The Board of Directors of Giga have determined that the QT is in the best
interests of the company and shareholders and have unanimously approved the QT
and the issuance of shares contemplated thereby.
Trading Halt of Shares of Giga
Trading of the shares of Giga has been halted and will not resume until the TSXV
has accepted all requisite documentation in connection with the proposed QT.
Subject to all necessary regulatory approvals, including approval of the TSXV,
upon completion of the QT it is anticipated that the Giga Shares will be resume
trading on the TSXV.
Cautionary Statements
Certain statements contained in this news release constitute forward-looking
statements, including, without limitation, Cumberland's management's assessment
of future plans and operations, future financial position, the performance
characteristics of the sand and gravel property, production estimates,
expectations of future production, operating costs and capital costs,
expectations regarding the ability to raise capital, expectations of debt levels
and credit facilities, Giga's future plans, operations and objectives,
completion of the QT and receipt of all required approvals thereto and the
timing thereof, and the completion and use of proceeds of the Financing. By
their nature, forward-looking statements are subject to numerous risks and
uncertainties, some of which are beyond the party's control including the impact
of general economic conditions, industry conditions, volatility of commodity
prices, currency fluctuations, environmental risks, competition from other
industry participants, the lack of availability of qualified personnel or
management, stock market volatility and ability to access sufficient capital
from internal and external sources, inability to meet or continue to meet
listing requirements, the inability to obtain required consents, permits or
approvals, failure to realize the anticipated benefits of the QT and the risk
that actual results will vary from the results forecasted and such variations
may be material. Readers are cautioned that the assumptions used in the
preparation of such information, although considered reasonable at the time of
preparation may prove to be imprecise and, as such, undue reliance should not be
placed on forward-looking statements. Giga's actual results, performance or
achievement could differ materially from those expressed in or implied by, these
forward-looking statements and, accordingly, no assurance can be given that any
of the events anticipated by the forward-looking statements will transpire or
occur, or if any of them do so, what benefits Giga will derive therefrom. There
is no assurance that the necessary approvals for completion of the QT will be
obtained or that some other condition to the closing of the QT will not be
satisfied. Even if such conditions are satisfied, there is risk that closing of
the QT could be delayed and may not meet the timelines anticipated.
The forward-looking statements contained in this news release are made as of the
date of this news release. Except as required by law Giga disclaims any
intention and assume no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by applicable securities laws.
The TSX Venture Exchange has in no way passed upon the merits of the proposed QT
and has neither approved nor disapproved the contents of this news release.
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