Black Birch Acquisition II Corp. Announces Signing of Agreement in Principle with GS International Mining Co. Ltd.

Black Birch Acquisition II Corp. Announces Signing of Agreement in Principle with GS International Mining Co. Ltd.

/NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/

VANCOUVER, Jan. 7, 2013 /CNW/ - Black Birch Acquisition II Corp. (the "Corporation"), a Capital Pool Company listed on the TSX Venture Exchange (the "Exchange") (symbol: BBT.P), is pleased to announce that it has entered into a letter of intent (the "Letter of Intent") effective January 4, 2013 with GS International Mining Co., Ltd. ("GSI") to acquire Mineral Guangshou Ecuador S.A. of Ecuador (the "Acquisition").  Mineral Guangshou Ecuador S.A. ("Guangshou") holds a 70% interest in the Ecuador company, JVChinapintza Mining S.A. ("JV Chinapintza"), which holds a 100% interest in and title to an Ecuador gold mineral property located in the Viche Conguime I Concession of the Condor Gold Project in the Zamora Province of Ecuador (the "Chinapintza Property").

The Acquisition, if completed, will constitute the Corporation's "Qualifying Transaction" (as defined in Exchange Policy 2.4).  GSI is an arm's-length party and, as such, the Acquisition will not be subject to shareholder approval. GSI is owned and controlled by Mr. Guoqing Huang and Mr. Huang will become a control person of the Corporation upon completion of the Acquisition.

The Letter of Intent will be followed by the negotiation of a definitive agreement (the "Definitive Agreement") setting forth the detailed terms of the Acquisition and containing the terms and conditions set out in the Letter of Intent and such other terms and conditions as are customary for transactions of the nature and magnitude contemplated in the Letter of Intent.

Proposed Acquisition

Pursuant to the terms of the Letter of Intent, it is currently contemplated that the Acquisition will be effected by way of a three cornered amalgamation, whereby a new wholly-owned subsidiary of the Corporation to be incorporated under the laws of British Columbia ("BB Subco") will amalgamate with a new subsidiary of GSI to be incorporated under the laws of British Columbia ("GSI Subco") as the new holder of 100% of Guangshou immediately prior to completion of the Acquisition. Under the amalgamation, the Corporation will acquire, in exchange for 35,000,000 common shares of the Corporation issued to GSI (95%) and to another minority shareholder (5%) together with such other common shares exchanged on a one-for-one basis under the Private Placement (described below), all of the issued and outstanding shares of GSI Subco being amalgamated with the Corporation's BB Subco to form an amalgamated company ("Amalco") holding 100% of Guangshou.

As a result of the Acquisition, Amalco will become a wholly-owned subsidiary of the Corporation, which will have indirectly acquired a 70% interest in the Chinapintza Property. Upon the completion of the Acquisition, Guangshou will become a wholly owned subsidiary of the Corporation and the Corporation will carry on the business of Guangshou, and the Corporation will change its name to "Chinapintza Mining Corp." or such other name as determined by the Corporation (the "Name Change").

The Acquisition is subject to the payment of a finder's fee in accordance with and subject to the policies and approval of the Exchange.

Proposed Private Placement

The parties intend that the Corporation will, concurrently with the closing of the Acquisition and subject to Exchange approval, complete a private placement for minimum gross aggregate proceeds of up to $500,000 (the "Private Placement"). The price per security will be determined by the Corporation and the lead agent, and is anticipated to be not be less than $0.10 per security. The parties anticipate the Private Placement will involve an offering of common shares.  The Private Placement may be brokered by a syndicate of investment dealers or non-brokered.  The Corporation is currently involved in discussions with prospective agents with the intention of settling the terms of an engagement letter in connection with the Private Placement. The parties anticipate that the agents will be paid customary compensation for their services. If required, the Corporation will obtain sponsorship for the Transaction.

The proceeds of the Private Placement will be used to fund the business plan of the Corporation on closing of the Acquisition and for general working capital purposes.

Conditions to Entering into the Definitive Agreement

The conditions to entering into the Definitive Agreement will include the following:

1. the approvals from each of the boards of directors of the

Corporation and GSI;

2. the completion of due diligence review by each of the Corporation

     and GSI other than confirmatory due diligence; and

  3. the engagement of a sponsor or an agent in connection with the
     Acquisition and  the Private Placement, unless exempt pursuant to
     the policies of the Exchange.

Conditions to Closing the Acquisition

The closing of the Acquisition will be subject to several conditions, 
including, but not limited to the following:

  1. the execution of the Definitive Agreement;

  2. waiver from Condormining Corporation S.A. ("Condormining") of its
     rights of first refusal pursuant to the Shareholders Agreement
     between Condormining and Guangshou dated November 2, 2012 in
     respect of the Corporation's acquisition of a 70% interest in JV
     Chinapintza by the acquisition of Guangshou;

  3. the receipt of all regulatory, corporate and third party
     approvals, including the approval of the Exchange and compliance
     with all applicable regulatory requirements and conditions
     necessary to complete the Acquisition;

  4. the completion of the Private Placement (unless waived by the
     Corporation);

  5. the completion of the Name Change;

  6. the maintenance of the Corporation's listing on the Exchange;

  7. minimum valuation of the Chinapinza Property of at least $3.5
     million;

  8. the confirmation of the representations and warranties of each
     party to the Definitive Agreement as set out in such agreement;

  9. the absence of any material adverse effect on the financial and
     operational condition of the assets of each of the parties to the
     Definitive Agreement;

 10. the delivery of standard completion documentation including, but
     not limited to legal opinions, officers' certificates and
     certificates of good standing or compliance; and

 11. other mutual conditions precedent customary for a transaction such
     as the Acquisition.

Directors, Officers and Other Insiders

On completion of the Acquisition it is anticipated that the board of the 
Resulting Issuer (as defined in Exchange Policy 2.4) will be increased from 
three to at least four members and that the directors, senior officers and 
insiders of the Resulting Issuer will be:

Mr. Guoqing Huang, Chief Executive Officer and Director

Mr. Huang was a founder and has been the Chairman since 1991 of the Guangshou 
Group Co., Ltd. of China, which is a trans-regional and multi-industry group 
enterprise existing under the laws of China. It has many Chinese domestic and 
international subsidiaries and engages mainly in the industries of mining 
development, engineering, construction. Mr. Huang was General Manager of 
Wenzhou Ouhai Huaye Industrial Ltd. from 1993 to 1998 and was Associate 
Director of Wenzhou Exploration and Engineering Institute from 1991 to 1993. 
Previously, Mr. Huang worked as a Geologist in No. 11 Geology Team of Zhejiang 
Province, China from 194 to 1990. Mr. Huang holds a Bachelor of Geology degree 
from Chengdu Geology College, China.

Mr. Dong Sheng Li, President, Chief Operating Officer and Director

Mr. Li is currently and has been a director of the Corporation since November 
2009. Mr. Li has held a position of technologist at AMEC Earth and 
Environmental Limited (a provider or environmental, geotechnical and project 
management services) since July 2003. Prior thereto, Mr. Li worked as an 
engineer at Fujian Geological Engineering Company in China. Mr. Li holds a 
Bachelor of Engineering from China University of Geology.

James Xiang, Director

Mr. Xiang is currently and has been a director of the Corporation since 
November 2009. Mr. Xiang is the President of CNX Consulting Inc. which 
provides accounting and financial advisory services to Chinese companies that 
are seeking listing, financing and M&A opportunities in North America. Since 
April 2011, Mr. Xiang has been a director of Plains Creek Phosphate 
Corporation (TSXV: PCP). From December 2008 to April 2010, Mr. Xiang served as 
the CFO of IND DairyTech Limited (TSXV: IND). Since August 2010, Mr. Xiang has 
been a Director of Black Birch Capital Acquisition II Corp. (TSXV: BBT.P) a 
capital pool company. From January 2006 to May 2009, Mr. Xiang served as CFO 
of GobiMin Inc. (TSXV: GMN). Prior to that, Mr. Xiang worked in corporate 
finance management with a few TSX Venture Exchange listed companies, including 
COM DEV International Ltd., ATS Automation Tooling Systems Inc. and CFM 
Corporation. Mr. Xiang holds a Bachelor of Arts from Huazhong University of 
Science & Technology in China and a Masters of Business Administration from 
York University. Mr. Xiang is a Certified Management Accountant (Ontario) and 
a Certified Public Accountant (Delaware).

Paul Haber, Director

Mr. Haber is currently and has been a director of the Corporation since 
November 2009. Mr. Haber is the Managing Director of Haber and Co. Ltd. which 
provides corporate finance and capital market advisory services to small and 
medium sized businesses. Mr. Haber was most recently  Chief Financial Officer 
of New Sage Energy Corp. (TSXV:NSG), CFO of Oremex Silver  Inc. (TSXV:OAG), 
and CFO of Oremex Gold Inc. (TSXV:OAU) which was the qualifying transaction  
of Black Birch Capital Acquisition I Corp. (TSXV: BBT.P) of which Mr. Haber 
was the President, CEO, CFO and Secretary.  Mr Haber has also been the  
Interim CFO of CRS Electronics Inc. (TSXV:LED), and he previously served as 
interim CFO at Nesscap Energy Inc. (TSXV:NCE), Migao Corporation (TSX:MGO) and 
Silverbirch Inc. (TSXV:SVB). Currently, Mr. Haber is a director of China 
Health & Diagnostic Inc.  (TSXV:CHO), High Desert Gold Corp. (TSX:HDG), South 
American Silver Corporation (TSX:SAC). From 2004 through March 2007, Mr. Haber 
was Vice President, Chief Financial Officer and Corporate Secretary of 
QuStream Corporation. From 2001 to 2004, Mr. Haber was Senior Vice President 
and Chief Financial Officer at Protana Inc. Mr. Haber was a founder and 
director of  Capital Pool Companies named Penfold Capital Acquisition 
Corporation,  China One Corporation and Black Birch Capital Acquisition I 
Corp. Each of these Capital Pool Companies successfully completed a Qualifying 
Transaction. Mr. Haber holds an honours BA from the University of Toronto and 
is a Chartered Accountant, Certified Public Accountant and Chartered Director.

In addition to the directors and senior officers referred to above, GS 
International Mining Co., Ltd., which is owned and controlled by Mr. Huang 
will also be an insider of the Resulting Issuer. The Corporation is finalizing 
arrangements for the Chief Financial Officer and Corporate Secretary for the 
Resulting Issuer who will have experience and qualifications suitable for a 
Exchange-listed junior mining company and more information will be provided 
once the arrangements are finalized.

General

In accordance with Exchange policies, the Corporation's common shares have 
been halted from trading and will remain so until the documentation required 
by the Exchange for the Qualifying Transaction can be provided to the 
Exchange.  The Corporation's common shares may remain halted until completion 
of the Qualifying Transaction.

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 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 a capital pool company 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.

Neither the TSX Venture Exchange Inc. nor its Regulation Services Provide (as 
that term is defined in the policies of the TSX Venture Exchange) accepts 
responsibility for the adequacy or accuracy of this release.

Except for statements of historical fact, this news release contains certain 
"forward-looking information" within the meaning of applicable securities law. 
Forward-looking information is frequently characterized by words such as 
"plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and 
other similar words, or statements that certain events or conditions "may" or 
"will" occur. Forward-looking statements are based on the opinions and 
estimates of management at the date the statements are made, and are subject 
to a variety of risks and uncertainties and other factors that could cause 
actual events or results to differ materially from those anticipated in the 
forward-looking statements.  The Corporation undertakes no obligation to 
update forward-looking information if circumstances or management's estimates 
or opinions should change except as required by law. The reader is cautioned 
not to place undue reliance on forward-looking statements.  More detailed 
information about potential factors that could affect financial results is 
included in the documents filed from time to time with the Canadian securities 
regulatory authorities by the Corporation.

For further information concerning the Acquisition and this press  release, 
please contact Paul Haber, President, Chief Executive Officer  and a director 
of Black Birch Acquisition II Corp. at:

Telephone:  (416) 318-6501 Email:  phaber@blackbirchcap.com

SOURCE: Black Birch Capital Acquisition II Corp.

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CO: Black Birch Capital Acquisition II Corp.
ST: British Columbia
NI: PVT MNA 

-0- Jan/07/2013 20:14 GMT