CHINA Goldcorp Ltd. - 500 Beiträge pro Seite

[Dantyren]

[Dantyren]

VANCOUVER, Oct. 31 /CNW/ - The following issues have been halted by
Market Regulation Services (RS):

Issuer Name: China Goldcorp Ltd
TSX-V Ticker Symbol: CAU.P
Time of Halt: 9:03 EST
Reason for Halt: Pending News

[Dantyren]

China Goldcorp to acquire Globe State as QT


2007-10-31 16:00 ET - News Release

Mr. Peter Walker reports

CHINA GOLDCORP LTD. ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH GLOBE STATE INTERNATIONAL LTD.
China Goldcorp Ltd. has entered into a letter agreement dated Oct. 30, 2007, to complete an arm's-length qualifying transaction with Globe State International Ltd. and the securityholders of Globe, in accordance with the policies of the TSX Venture Exchange.

About Globe State International

Globe is a corporation existing under the laws of the British Virgin Islands. Globe currently has outstanding 20 common shares.

The principal shareholder of Globe is Hongxia Li, an individual resident in Vancouver, B.C. The only other shareholder of Globe holding 10 per cent or more of the outstanding Globe Shares is Changming Yan, an individual resident in Vancouver, B.C. Currently, Ms. Li holds 80 per cent and Mr. Yan holds 20 per cent of the outstanding Globe shares.

Globe, through its wholly owned subsidiary, Magma Minerals Ltd. (existing under the laws of Hong Kong), owns a 60-per-cent interest in Yunxin Exploration and Development Co. Ltd., a corporation existing under the laws of China. Yunxin is the registered owner of a 100-per-cent interest in the Sarbulak mine consisting of an operating gold mine situated on a mining property covering 1.5975 square kilometres located in Fuyun county, Xinjiang, China. Yunxin also holds three gold exploration permits covering 11.48, 4.54 and 1.61 square kilometres respectively. The exploration property is also located in Fuyun county, Xinjiang, China.

The centre of the exploration mine is situated at a latitude of 46 degrees north and a longitude of 89 degrees east. The property is underlain by clastic metasedimentary rocks of predominantly Carboniferous age that have been folded and deformed by the northwest-trending Irtysh fault system. A felsic dike of probable Permian age has intruded the metasediments along fractures in the fault zone, and is the principal host of gold mineralization. Within the exploration property, gold occurs in association with disseminated arsenopyrite and minor pyrite that principally occurs on the margins of the felsic dike, and also within the adjacent wallrock.

Gold mineralization was discovered within the exploration property in 1987 and was tested by soil geochemical surveys, trenching and 60 surface drill holes. Mining and heap leaching of oxidized mineralization commenced in 1990 and have continued to the present. Open-pit mining and conventional milling of unoxidized mineralization have been carried out during the past several years.

Wardrop Engineering Inc. has been retained to carry out a National Instrument 43-101-compliant technical report on the property delivery of which is expected within 30 days.

About the proposed qualifying transaction

Pursuant to the terms of the agreement, the holders of Globe shares will receive 1,555,000 China Goldcorp shares for every one Globe share held. The total number of Globe shares that will be issued under the agreement is 31.1 million.

The completion of the qualifying transaction is subject to exchange approval and any other necessary regulatory approvals. It is also subject to additional conditions precedent, including securityholder approvals of China Goldcorp and Globe as required under applicable corporate or securities laws, satisfactory completion of due diligence reviews by both parties, approvals of the board of directors of China Goldcorp and Globe, completion by Globe of a technical report on the mine in compliance with National Instrument 43-101, and certain other conditions customary for transactions of this nature. The completion of the qualifying transaction is also subject to the successful completion of a concurrent private placement offering of China Goldcorp shares to raise additional working capital for the resulting issuer, the particulars of which will be disclosed in a subsequent press release once they are determined. The approximate value of the private placement upon completion is $2-million. The private placement is expected to be brokered, but an agent has yet to be retained.

Upon completion of the proposed qualifying transaction, China Goldcorp will apply to list the resulting issuer on Tier 1 of the exchange. The proposed qualifying transaction is an arm's-length transaction and accordingly does not require shareholder approval. On completion of the proposed qualifying transaction, the resulting issuer will be a mining company focused on expanding production at the mine and developing the exploration property.

Trading in China Goldcorp shares has been halted pending the completion of certain due diligence investigations by the exchange. There can be no assurance that trading in China Goldcorp shares will resume prior to the completion of the qualifying transaction.

Sponsorship of qualifying transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the exchange unless exempt in accordance with exchange policies. Maison Placements Canada Inc. has agreed to act as the sponsor of the qualifying transaction.

Maison Placements Canada Inc., 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.

Management and board of directors of the resulting issuer

Upon completion of the qualifying transaction, it is anticipated that the board of directors and management of the resulting issuer will include the persons identified below. Additional proposed directors and officers of the resulting issuer will be identified at a later date.

Dr. Tim Sun, PhD -- chief executive officer

Dr. Sun is currently the president of Canadian Sinosun Energy Inc., a private mining company based in Vancouver. Dr. Sun has over 25 years of experience in operating a mining and exploration business, including with Ivanhoe Mines Ltd. as country manager for China, Griffin Mining Ltd. as chief representative for China, and Asia Minerals Corp. as vice-president. After completion of the qualifying transaction, Dr. Sun will stay on with the resulting issuer as president, chief executive officer and as a director. He holds a PhD degree from the department of mining engineering of Queen's University at Kingston, Ont.

Qiang Zhao, CPA -- chief financial officer

Mr. Zhao is currently the executive vice-president of Lingbo Gold Company Ltd., a Hong Kong-listed public company. Mr. Zhao has over 10 years of extensive experience in financial management and three years of experience in the mining industry. After completion of the qualifying transaction, Mr. Zhao will stay on with the resulting issuer as chief financial officer and as a director. He is a registered public accountant in China and also holds the certificate of international internal auditor.

Herbert Gasser -- director

Mr. Gasser is a current director of China Goldcorp and is president of Fountainhead Mercantile Inc., a management company. Mr. Gasser has an extensive career in Canadian business and entered the investment industry in 1969 with Swiss Corp. for Canadian Investments Ltd., a wholly owned subsidiary of Swiss Bank Corp. Mr. Gasser has experience doing business in China, namely as vice-chairman of MGS Hong Kong, an entity he formed in 1989 on behalf of Magnasonic Canada Inc. Mr. Gasser also has a vast array of experience in the mining industry having served as president, chief executive officer and/or a director of St. Andrews Goldfields Ltd., Garrison Creek Consolidated, Anglo Dominion Gold Corp. and Bachelor Lake Gold Mines. After completion of the qualifying transaction, Mr. Gasser will stay on with the resulting issuer as a director.