Giga Capital Corporation

February 29, 2012 17:59 ET

Giga Capital Corporation Announces Signing of Share Purchase Agreement

CALGARY, ALBERTA--(Marketwire - Feb. 29, 2012) - Giga Capital Corporation (the "Corporation") (TSX VENTURE:GIG.H), a capital pool company, announces further to its press release issued November 28, 2011 (the "November Press Release") that it has entered into a formal agreement (the "Share Purchase Agreement") with Tongli Enterprises Development (HK) Company Ltd. ("Tongli") and Chang Li Holdings Ltd. ("Chang Li") with respect to the proposed acquisition of all of the issued and outstanding shares of Tongli as the Qualifying Transaction of the Corporation. The parties have agreed that the deemed issue price will be $0.125 per post consolidation share (using a consolidation on a 5 for 1 basis) rather than the deemed issue price of $0.20 per post consolidation share as previously announced in the November Press Release, resulting in a combined total of 31,200,000 post-consolidation Common Shares and convertible preferred shares of the Corporation to be issued in exchange for all of the issued and outstanding shares of Tongli for a total value of $3,900,000. This value is not subject to obtaining a final valuation as was announced in the November Press Release. The value, which is subject to acceptance by the TSX Venture Exchange, was based on a multiple of five times the average net income of Tongli for the year ended December 31, 2010 and the nine month period ended September 30, 2011.

It is also announced that the Corporation has entered into an engagement letter with Wolverton Securities Ltd. ("Wolverton") in relation to the Corporation's proposed financing by way of a TSX Venture Exchange short form offering document to raise a minimum of Cdn.$250,000 and a maximum of Cdn.$2,000,000 by the issuance of post consolidation Common Shares at a price of $0.125 per share (the "Financing"). The proceeds of the Financing of the minimum offering will be for general and administrative expenses, research and development, travel expenses for product marketing and working capital and in the case of the maximum offering for potential acquisitions also. Wolverton will be paid a corporate finance fee of $15,000 plus taxes and a marketing commission at the rate 10% on the gross proceeds of the Financing, both of which are payable in cash, post consolidation Common Shares, or any combination thereof at the discretion of Wolverton. In addition Wolverton will be granted an agent's option to purchase that number of post consolidation Common Shares equal to 10% of the number of post consolidation Common Shares subscribed for under the Financing, exercisable at the price of $0.125 per post consolidation Common Share for a period of three years from closing of the Financing.

The Share Purchase Agreement also provides that, to the extent required in order that on the closing of the Qualifying Transaction, the Corporation and Tongli as the Resulting Issuer will have funds available of $745,000, Chang Li shall pay the costs related to the Qualifying Transaction, including the costs of counsel for the Corporation, the costs of Wolverton, including its counsel's fees and disbursements, for acting as Sponsor for the Qualifying Transaction and in relation to the Financing. All such costs are to be pre-approved by Chang Li and all amounts paid by Chang Li are to be repaid by the Corporation upon the expiration of thirteen months from the closing of the Qualifying Transaction.

The proposed Qualifying Transaction and any revisions to the proposed Qualifying Transaction is subject to acceptance by the TSX Venture Exchange.

Trading in the shares of the Corporation will remain halted until such time as the Qualifying Transaction is completed and the Financing is closed.

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.

Wolverton Securities Ltd., subject to completion of satisfactory due diligence, has agreed to act as 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 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.

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 securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.


Contact Information

  • Giga Capital Corporation
    Michael Poon
    Chief Financial Officer
    (403) 262-9600