Vancouver, BC / ACCESSWIORE / August 14, 2014 / Lingxian Capital Inc. (the "Company"), a capital pool company pursuant to Policy 2.4 (the "Policy") of the TSX Venture Exchange (the "TSXV"), is pleased to announce that it has entered into a letter of intent (the "LOI") dated August 13, 2014 with Jinsili International Steel Holdings Co., Ltd. ("Jinsili"). The Company will complete a business combination (the "Transaction") with Jinsili by acquiring all of the issued and outstanding securities of Jinsili from its shareholders. The proposed Transaction is intended to constitute the "qualifying transaction" (as such term is defined in the Policy) of the Company. On closing (the "Closing") of the Transaction, the resulting issuer (the "Resulting Issuer") will be listed as a Tier 2 "Industrial" issuer on the TSXV.
Transaction Summary
Pursuant to the LOI, the Transaction will be effected by the Company issuing not greater than 22,000,000 common shares to shareholders of Jinsili to acquire all of the issued and outstanding securities of Jinsili, which will result in Jinsili becoming a wholly-owned subsidiary of the Resulting Issuer. It is currently anticipated that 22,000,000 common shares will be issued at a deemed price of $0.19 per share for an aggregate purchase price of $4.18 million.
The proposed Transaction is not a "Non-Arm's Length Qualifying Transaction" as such term is defined in the Policy and will therefore not be subject to shareholder approval. The Company will prepare a filing statement for submission to the TSXV in accordance with TSXV policies.
The Company currently has 6,000,000 common shares issued and outstanding, as well as 280,000 incentive stock options and 400,000 agent's options to acquire common shares at $0.10 per share.
Following the Closing of the Transaction, the completion of the Concurrent Offering and the issuance of the Finder's Shares, approximately 31,000,000 common shares of the Resulting Issuer would be issued and outstanding on a non-diluted basis. Shareholders of the Company will hold common shares representing approximately 19.35% of the capital of the Resulting Issuer following the Closing of the Transaction on a non-diluted basis.
Trading in the common shares of the Company is halted and will remain halted pending the satisfaction of all applicable requirements of the TSXV. There can be no assurance that trading in the common shares of the Company will resume prior to the completion of the Transaction.
Information concerning Jinsili
Based on Jinsili's May 31, 2014 draft unaudited financial statements, prepared in accordance with International Financial Reporting Standards, for the five months ended May 31, 2014, Jinsili had $2,435,402 revenues and a net profit of $430,078. As at May 31, 2014, Jinsili's total assets and liabilities were approximately $5.3 million and $3.1 million, respectively.
Board of Directors and Management of the Resulting Issuer
Upon Closing, the board of directors of the Resulting Issuer shall consist of five (5) members, four of whom will be independent directors. The names and backgrounds of the five director nominees and proposed senior officers who are expected to become insiders of the Resulting Issuer are as follows:
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(a)Xizhou Tong: Chief Executive Officer, President and Director
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(b)Herrick Lau: Chief Financial Officer and Corporate Secretary
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(c)Ian Mallmann: Director
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(e)Fiona Zhou: Director
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(f)Vincent Pang: Director
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(g)Selina Tung: Vice President, Finance
Sponsorship
Leede Financial Markets Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Transaction pursuant to an engagement letter dated August 2, 2014.
An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of the completion of the Transaction.
About Lingxian Capital Inc.
Lingxian Capital Inc., a capital pool company within the meaning of the Policy of the TSXV, was incorporated in British Columbia on July 16, 2012 and listed on the TSXV on May 23, 2014. The Company does not have any operations and has no assets other than cash. The Company's business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction (as such term is defined in the Policy).
For More Information
For more information, please contact:
Herrick Lau, Director, Chief Financial Officer and Corporate Secretary of the Company
Telephone: 1-778-331-2082
E-mail: [email protected]
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of minority 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.
All information contained in this press release with respect to Jinsili was provided by Jinsili to the Company for inclusion herein. The Company and its directors and officers have not independently verified such information and have relied exclusively on Jinsili for any information concerning Jinsisli.
Investors are cautioned that, except as disclosed in the filing statement or information circular, as the case may be, 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 has in no way passed on the merits of the proposed Transaction and has neither approved or disapproved the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility of the adequacy or accuracy of this press release.
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