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
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.
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
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
Conditions to Entering into the Definitive Agreement
The conditions to entering into the Definitive Agreement will include the
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
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
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
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 Policy2.4) 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.
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
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: email@example.com
SOURCE: Black Birch Capital Acquisition II Corp.
To view this news release in HTML formatting, please use the following URL:
CO: Black Birch Capital Acquisition II Corp.
ST: British Columbia
NI: PVT MNA
-0- Jan/07/2013 20:14 GMT
Press spacebar to pause and continue. Press esc to stop.