China 88 Capital Corp.

August 18, 2011 18:00 ET

China 88 Capital Corp. Announces Private Placement

CALGARY, ALBERTA--(Marketwire - Aug. 18, 2011) -


China 88 Capital Corp. ("China 88" or the "Corporation") (TSX VENTURE:ZRG.P) is pleased to announce a non-brokered private placement of up to 20,000,000 common shares (the "Common Shares") at a price of $0.05 per Common Share for maximum gross proceeds of up to $1,000,000 (the "Offering"). The proceeds of the Offering will be used for the identification and evaluation of companies, business or assets with a view to completing a proposed qualifying transaction.

The Offering is subject to receipt of all necessary regulatory approvals including approval of the TSX Venture Exchange. The Common Shares will be offered by way of a private placement in Canada and such other jurisdictions as the Corporation may determine. The securities issued pursuant to the Offering will be subject to a 4 month hold period from the date of the closing of the Offering. The Offering is expected to close on or about September 2, 2011.

As a follow-up to the annual general and special meeting of the shareholders of China 88 held on July 7, 2011 (the "AGM"), the board of directors of China 88 continues to consider, in its sole discretion, a change of the name of the Corporation to "GeoVenCap Inc." and a consolidation of the Common Shares of the Corporation at a consolidation ratio of 5:1 (or at such lower consolidation ratio as may be determined by the board of directors of the Corporation in its sole discretion), as were approved by special resolutions of the Corporation's shareholders at the AGM. A further press release will follow should the Corporation decide to proceed with the change of name of the Corporation and/or consolidation of the Common Shares.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The offered securities mentioned in this news release will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.


The Corporation is a capital pool company ("CPC") that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policy, until the completion of the qualifying transaction, the Corporation will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed qualifying transaction.

ADVISORY: This press release contains forward looking statements. More particularly, this press release contains statements concerning the anticipated closing date of the Offering and the use of the proceeds of the Offering. Although the Corporation believes that the expectations reflected in these forward looking statements are reasonable based on its experience, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The closing of the Offering could be delayed or terminated if the Corporation is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Offering will not be completed within the anticipated time or at all. The intended use of the proceeds of the Offering by the Corporation might change if the board of directors of the Corporation determines that it would be in the best interests of the Corporation to deploy the proceeds for some other purpose.

The forward looking statements contained in this press release are made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither 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 news release.

Contact Information

  • China 88 Capital Corp.
    James Paterson, President, Chief Executive Officer,
    Chief Financial Officer, Secretary and Director
    +1 (888) 505-5480
    +1 (320) 451-7490 (FAX)