Green Park Capital Corp.

March 31, 2010 09:30 ET

Green Park Capital Corp. to Acquire Josephine Mining Corp.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 31, 2010) - Green Park Capital Corp. (TSX VENTURE:GRP.P) (the "Corporation"), a Vancouver-based Capital Pool Company listed on the TSX Venture Exchange Inc. (the "Exchange") announces that it has entered into a letter agreement (the "Letter Agreement") effective March 26, 2010 with Josephine Mining Corp. ("Josephine"), a private company with mining interests in Oregon, to purchase all of the issued securities of Josephine (the "Acquisition").

The Acquisition, if completed, will constitute the Corporation's "Qualifying Transaction" under Exchange Policy 2.4. Josephine is at arm's length to the Corporation, and, as such, the Acquisition will not be subject to approval of the shareholders of the Corporation.

Josephine Mining Corp.

The following is based upon information provided by Josephine and due diligence reviews carried out by the management of the Corporation. Josephine was incorporated pursuant to the Business Corporations Act (British Columbia) on June 18, 2009.

Pursuant to an agreement dated June 26, 2009, General Moly Inc. (TSE:GMO) and Josephine entered into an Option to Purchase Agreement for General Moly Inc.'s Turner Gold Property ("Turner Gold"). Josephine paid US$1,000,000 upon entering into the agreement. At Josephine's option, US$300,000 will be due December 26, 2010 and US$1,600,000 on or before December 26, 2011 if Josephine decides to complete the purchase. General Moly Inc. retains a production royalty of 1.5% of all net smelter returns on future production from the property.

Turner Gold is a massive sulphide gold, copper, zinc deposit located on private lands in Josephine County, Oregon.

Proposed Acquisition

Under the terms of the Letter Agreement, the Corporation will, as a condition precedent to closing, obtain shareholder approval to consolidate the common shares of the Corporation (the "Common Shares" or individually, a "Common Share") on the basis of five (5) pre-consolidated Common Shares for one (1) post-consolidated Common Share (the "Consolidation").

Following the Consolidation, the Corporation will acquire all of the current issued securities of Josephine in exchange for the issue of 10,500,000 post-Consolidation Common Shares to the holders of common shares of Josephine on a pro-rata basis.

Upon the completion of the Acquisition, Josephine will become a subsidiary of the Corporation and the Corporation will carry on its business through Josephine.

The Corporation expects to call a shareholders' meeting to be held in June 2010 to consider the Consolidation and other matters in support of the Acquisition, including and without limitation, increasing the number of directors of the Corporation to five and a change of name to be determined by Josephine (the "Meeting Matters"). It is expected that the principal shareholders and directors of the Corporation will enter into a voting support agreement to approve the Meeting Matters and the Acquisition at the meeting of the Corporation's shareholders.

Proposed Private Placement

The parties intend that concurrent with the closing of the Acquisition, a brokered private placement of at least $4,500,000 in gross proceeds (the "Private Placement") will be completed on terms to be determined.

The Corporation will engage one or two brokerages as agents for the brokered financing and customary compensation will be paid to the agents for their agency services.

The proceeds of this Private Placement will be used to fund the work on Turner Gold, to pay for the transaction expenses, and for general working capital purposes.

Securities Issued on Closing

On the closing of the Acquisition and the Private Placement, the Corporation is expected to be classified as a Tier 2 Mining Issuer and will have approximately 15,600,00 issued Common Shares in addition to the Common Shares to be issued in connection with the Private Placement.

Conditions of Closing

  1. The closing of the Acquisition will be subject to at least the following conditions precedent:
  2. The execution of a definitive agreement between the Corporation and Josephine with respect to the Acquisition (the "Definitive Agreement");
  3. The receipt of all regulatory, corporate and third party approvals, including the conditional approval of the Exchange, and compliance with all applicable regulatory requirements and conditions necessary to complete the Acquisition;
  4. The approval of the Meeting Matters by the requisite majority of the votes cast by the shareholders of the Corporation at a properly constituted meeting of the shareholders of the Corporation;
  5. The maintenance of the Corporation's listing on the Exchange;
  6. The representations and warranties of the Corporation and Josephine as set out in the Definitive Agreement being true and correct at the time of closing of the Acquisition with the same force and effect as if made at and as of such time;
  7. The absence of any material adverse effect on the financial and operational condition or the assets of the Corporation and Josephine;
  8. The completion of the Consolidation; and
  9. The completion of the Private Placement.


There can be no assurance that the Acquisition will be completed as proposed or at all. Under Exchange rules, trading in the Common Shares has been halted, and will remain halted pending 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.

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. Factors that may cause actual results to vary materially include, but are not limited to, inaccurate assumptions concerning the exploration for and development of mineral deposits, currency fluctuations, unanticipated operational or technical difficulties, changes in laws or regulations, the risks of obtaining necessary licenses and permits, changes in general economic conditions or conditions in the financial markets and the inability to raise additional financing. 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.

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 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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