Alpha Peak Leisure Inc.
TSX VENTURE : AAP.P

Alpha Peak Leisure Inc.

July 30, 2014 18:18 ET

Alpha Peak Leisure Inc. Enters Into Letter of Intent

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 30, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO US NEWSWIRE SERVICES

Alpha Peak Leisure Inc. (TSX VENTURE:AAP.P) (the "Company"), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV") is pleased to announce that on July 18, 2014, it has entered into a letter of intent with Total Wonder Enterprises Limited (the "Target") to purchase all of the issued and outstanding securities of the Target (the "Transaction") from the shareholders of the Target. Upon completion of the Transaction, the Company will be carrying on the business of the Target, which has the right to operate a scenic tourism destination covering approximately 593 km2 called the Swallows' Gully in Gonga Mountain International Tourism and Vacation Region, located in Sichuan Province, China.

Transaction Summary

The Transaction will be effected by the Company issuing 45,356,000 common shares in the capital of the Company (the "Consideration Shares"), which Consideration Shares will represent approximately 81% of the issued and outstanding shares of the Company as of completion of the Transaction but prior to the completion of a concurrent private placement for aggregate gross proceeds of not less than $25,000,000 (the "Financing") at $1.80 per common share (the "Financing Price").

Upon the closing, the Target will become a wholly-owned subsidiary of the Company. The Transaction is intended to constitute the Company's "Qualifying Transaction" (as defined in Policy 2.4 of the TSXV) in accordance with the policies of the TSXV. While two of the directors of the Company own collectively 10% of the issued and outstanding securities of the Target, they are not Control Persons (as defined in the policies of the TSXV) of the Target. Accordingly, the proposed Transaction is not a "Non-Arm's Length Qualifying Transaction" as defined under Policy 2.4 of the TSXV. It is anticipated that the approval of the shareholders of the Company will not be required.

The Transaction will be completed pursuant to available exemptions from the prospectus and registration requirements in Canada and the United States and any other applicable securities legislation. The Consideration Shares will be subject to such restrictions as may be imposed under applicable securities laws including any required pooling or escrowing required by the TSXV.

The proposed Transaction is subject to a number of terms and conditions, including the entering into by the parties of a definitive agreement with respect to the Transaction (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), the completion of satisfactory due diligence investigations, the approval of the directors of each of the Company and of the Target, the completion of the Financing at the Financing Price and the approval of the TSXV and other applicable regulatory authorities.

In connection with the Transaction, the Target has agreed to a standstill until September 30, 2014. Closing of the proposed Transaction is expected to be on or before December 31, 2014.

The parties intend that the Company will be listed on the Toronto Stock Exchange or as a Tier 1 industrial issuer on the TSXV following completion of the Transaction. Trading in the common shares of the Company 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. Further details concerning the Transaction, the Target and other matters will be announced if and when a definitive agreement is reached.

Information Concerning the Target

The Target, Total Wonder Enterprises Limited, is a privately held company organized and existing under the laws of British Virgin Islands. The Target in turn owns 100% of issued and outstanding share capital of Merit Sign Investments Limited, a company organized and existing under the laws of Hong Kong. Merit Sign Investments Limited in turn owns 100% of issued and outstanding share capital of Gonga Terraferma Limited, a company organized under the laws of People's Republic of China.

Gonga Terraferma Limited holds the right to operate the scenic tourism destination called the Swallows' Gully in Gonga Mountain International Tourism and Vacation Region, located in Sichuan Province, China. This right to operate covers an area of approximately 593 km2 and Gonga Terraferma Limited currently generates revenues from charging entrance admissions from visitors and providing visitors with transportation within the scenic tourism destination.

The shareholders of the Target are: CN Lifestyle Limited, a private Hong Kong company, Merit Sign Holding Limited Co., a private Hong Kong Company, Mr. Kai Sing SO, Mr. Ka Yin Richard CHAN, Mr. So Han TAM, and Bridge Capital Limited, a private Samoan company. All of the individual vendors are resident in Hong Kong and all of the corporate vendors are owned and controlled by Hong Kong residents.

Management and Board of Directors of Resulting Issuer

At the Completion of the Transaction, the Board of Directors of the Company will consist of 7 directors, of which one will be Mr. Dennis Tam and at least two will be independent non-executive directors. The Target will have the right to nominate all of the directors apart from Mr. Dennis Tam and will have the right to nominate the Chairperson of the Board. The members of the Board of Directors of the resulting issuer will be determined and announced as the Transaction progresses.

Sponsorship and Concurrent Financing

Canaccord Genuity Corp. will act as the 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. The Company is also in advanced discussions with leading, global investment banks to act as agents for the Financing to be completed concurrently with the Transaction, subject to completion of satisfactory due diligence and engagement terms, etc.

Cautionary Statement

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. 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.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

About Alpha Peak Leisure Inc.

Alpha Peak Leisure Inc., a capital pool company within the meaning of the policies of the TSXV, was incorporated in British Columbia on June 24, 2011 and was listed on the Exchange on January 31, 2013. Alpha Peak Leisure Inc. does not have any operations and has no assets other than cash. Alpha Peak Leisure Inc.'s business is to identify and evaluate businesses and assets with a view to completing a Transaction.

ON BEHALF OF THE BOARD OF DIRECTORS OF ALPHA PEAK LEISURE INC.

Dennis Chi-Wai Tam, Chairman, Chief Executive Officer and Director

Forward-Looking Statements: This news release includes certain forward-looking information and forward-looking statements (collectively "Forward-Looking Statements") concerning the future performance of the Company's business, operations and financial performance and condition, as well as management's objectives, strategies, beliefs and intentions. Specifically, this news release includes Forward-Looking Statements regarding the completion of the Acquisition and the Financing, the date of the closing of the Acquisition and details about the Acquisition and the Financing. Forward-Looking Statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. Forward-Looking Statements are based on the current opinions and expectations of management. All Forward-Looking Statements are inherently uncertain and subject to a variety of risks and uncertainties. Should one or more risks and uncertainties materialize or should any assumptions prove incorrect, then actual events or results may differ materially from those expressed or implied in the Forward-Looking Statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these Forward-Looking Statements, except as required by applicable law.

Contact Information

  • Alpha Peak Leisure Inc.
    Dennis Chi-Wai Tam
    Chairman, Chief Executive Officer and Director
    (852) 9212-1666
    dr.tam@hotmail.ca

    Alpha Peak Leisure Inc.
    Samuel Yuen-Wai Tsang
    Vice Chairman, President and Director
    (852) 9861-3293
    sywtsang@gmail.com

    Alpha Peak Leisure Inc.
    (Thurman) Tat Hong So
    Chief Financial Officer, Corporate Secretary
    and Director
    (604) 448-5219
    thurman@shaw.ca