Green Park Capital Corp.
TSX VENTURE : GRP.P

August 24, 2010 16:09 ET

Green Park Announces Brokered Private Placement in Connection With Its Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 24, 2010) - Green Park Capital Corp. ("Green Park") (TSX VENTURE:GRP.P) is pleased to announce that, in connection with the proposed qualifying transaction with Josephine Mining Corp. ("Josephine"), Union Securities Ltd. ("Union" or the "Agent") will act as lead manager and bookrunner for Josephine in a proposed financing by way of a private placement, on a best efforts agency basis, of a minimum 10.0 million units (the "Units") to a maximum 14.0 million Units of Josephine at a price per Unit of C$0.50 (the "Issue Price") for minimum aggregate gross proceeds to Josephine of C$5.0 million and maximum aggregate gross proceeds to Josephine of C$7.0 million (the "Offering"). Josephine has granted the Agent an over-allotment option (the "Greenshoe") to purchase up to an additional C$2.0 million at a price equal to the Issue Price. If exercised, such Greenshoe must be executed within five business days of the closing date of the transaction and completed within 10 business days of the closing date of the transaction.

The Offering will be conducted in conjunction with the proposed qualifying transaction of Green Park whereby Green Park will acquire all of the issued and outstanding securities of Josephine (the "QT") by way of share exchange pursuant to which the Units shall be automatically exchanged, on a one for one basis, for units (the "Resulting Issuer Units") of Green Park, the resulting issuer (the "Resulting Issuer"). Each Unit will consist of one common share in the capital of Josephine (a "Common Share") and one half of one transferable common share purchase warrant (each whole purchase warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one common share (a "Warrant Share") at a price per Warrant Share of C$0.75 for a period of 24 months from the closing date of the transaction. The Units shall be automatically exchanged, on a one for one basis, for the Resulting Issuer Units immediately upon the completion of the concurrent QT. The Resulting Issuer Units shall have the same attributes as the Units.

In connection with the Offering, Josephine has agreed to pay a cash fee to Union in the amount of 7% of the gross proceeds received from the issue, except for the proceeds raised with respect to the subscription by a certain institutional investor (the "Investor"), in which case the commission will be reduced to 5% of the proceeds raised from such Investor, and sale of Units and the issuance of compensation options of Josephine (the "Agent's Options") entitling Union to purchase that number of Units (the "Agent's Units") equal to 7% of the aggregate number of Units issued and sold by Josephine pursuant to the Offering, except with respect to the number of Units sold to the Investor, in which case the number of Agent's Options will be reduced to 5% of the number of Units sold to such Investor. The Agent's Units will be exercisable at a price of $0.50 per share for a period of 24 months from the closing date of the transaction. The Agent's Options shall be automatically exchanged, on a one for one basis, for compensation options of the Resulting Issuer (the "Resulting Issuer Agent's Options") immediately upon completion of the QT. The Resulting Issuer Agent's Options shall have the same attributes as the Agent's Options.

Closing of the Offering is subject to customary conditions including TSX Venture Exchange ("TSX-V") approval. Any securities issued pursuant to the Offering will be subject to a hold period of four months and one day after closing of the Offering under applicable Canadian securities laws and may be subject to additional TSX-V resale restrictions.

This news release was prepared by management of Green Park, which takes full responsibility for its contents.

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

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