GHJ Capital Inc.

October 02, 2009 09:57 ET

GHJ Capital Inc. Escrow Closing of Business Combination and Name Change to xRM Global Inc.

TORONTO, ONTARIO--(Marketwire - Oct. 2, 2009) - GHJ Capital Inc. (TSX VENTURE:GHJ.P) ("GHJ"), a capital pool company, is pleased to announce that it has completed, in escrow, its proposed business combination with EM Technologies, Inc. ("EMT"), a company formed under the laws of Barbados with its head office in Bridgetown, Barbados, to acquire all of the issued and outstanding securities of EMT (the "Business Combination"). The Business Combination has been completed in escrow subject to the receipt of administrative approval from the Government of Barbados of the transfer of all of the outstanding shares of EMT to GHJ.

The Business Combination follows the completion by EMT of a financing to raise US$1,372,000 and consists of the issuance of 26,042,577 shares from the treasury of GHJ on a one for one basis at a deemed price of US$0.50 per share in exchange for 26,042,577 shares of EMT for a purchase price of EMT of US$13,021,288.50. In addition, warrants to purchase 724,400 common shares of EMT are being exchanged for warrants to purchase an equivalent number of common shares of GHJ.

The Business Combination, once completed, will constitute GHJ's capital pool qualifying transaction pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange"), subject to final Exchange approval. Upon completion of the Business Combination, EMT will continue as a wholly-owned subsidiary of GHJ. The Resulting Issuer will be a Tier 2 Technology issuer on the Exchange.

Upon completion of the Business Combination, Gary Bartholomew will assume the role of Chief Executive Officer of GHJ with Jeff Patterson resigning as Chief Executive Officer but remaining as Chief Financial Officer and Secretary of GHJ. GHJ's Board of Directors will be comprised of Gary Bartholomew, Jeff Patterson, Eric Leslie and William (Doug) Beynon, with Howard Broughton having resigned from the Board of Directors.

GHJ is also pleased to announce that it is changing its name to "xRM Global Inc." and that it will be listed on the Exchange under the symbol "XRM.P".

About GHJ/xRM

GHJ/xRM was incorporated under the Business Corporations Act (Ontario) on April 29, 2008 and is a capital pool company under the policies of the Exchange. GHJ's sole business since incorporation has been to investigate business opportunities with a view to completing a qualifying transaction.

About EMT

EM Technologies, Inc. was incorporated on February 14, 2008 under The Companies Act 1982 (Barbados). The Corporation was established as a Barbados Domiciled IBC (International Business Company). EMT commenced operations in March 2008 as a client relationship management software-as-a-service solutions provider based in Bridgetown, Barbados. EMT markets, sells, designs, installs and maintains client relationship management software-as-a-service solutions for commercial customers. While EMT intends to continue to market and sell in its current markets, it also intends to expand to other markets including Canada, Europe, China and the member countries of the Gulf Cooperation Council for the Arab States of the Gulf.

Completion of the Business Combination is subject to a number of conditions, including Exchange acceptance and Barbados government approval of the EMT share transfers. There can be no assurance that the transaction will be completed as expected. Investors are cautioned that, except as disclosed in the preliminary prospectus, prospectus and management information circular which have been prepared by management of GHJ in connection with the transaction and posted on SEDAR, 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release.

Contact Information

  • GHJ Capital Inc.
    Jeff Patterson
    Chief Executive Officer, Chief Financial Officer
    and Secretary
    (416) 258 4446