Golden Bridge Development Corporation
TSX VENTURE : GBD

October 16, 2015 17:26 ET

Golden Bridge Development Corporation Announces Letter of Intent and Proposed Change of Business and Change of Control

TORONTO, ONTARIO--(Marketwired - Oct. 16, 2015) -

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Golden Bridge Development Corporation ("Golden Bridge," or the "Company") (TSX VENTURE:GBD) is pleased to announce that the Company has signed a non-binding letter of intent (the "LOI") between Golden Bridge, LeMine Development Corp. ("LeMine") and CIM Development (Markham) LP ("CIM Development") to acquire indirect interests in two real estate development projects located in the Greater Toronto area in exchange for common shares ("Common Shares") in the capital of Golden Bridge (the "Transaction"). If completed, the Transaction would result in both a change of business ("Change of Business") for Golden Bridge which would become a "Diversified Industries" company and a reverse take-over ("RTO") within the meaning of the policies of the TSX Venture Exchange ("TSX-V"). In conjunction with the Transaction, Golden Bridge intends to apply to list the Common Shares on the Canadian Securities Exchange ("CSE") and intends to apply to delist the Common Shares from the TSXV.

Letter of Intent and Transaction

The LOI provides that, subject to completion of tax, corporate and securities planning and other conditions, including execution of a definitive agreement, Golden Bridge will acquire the following indirect real estate interests for the consideration set out below:

  1. an indirect interest, valued at least at $10,000,000, in the "Academy" residential condominium development property located at 3070 Ellesmere Road, Toronto, Ontario by purchasing all outstanding common shares of 3070 Ellesmere Developments Inc. (a corporation existing under the laws of Ontario) from LeMine, in exchange for the issuance to LeMine of 40,000,000 Common Shares at a deemed price of $0.25 per Common Share on a post consolidation basis (see below); and

  2. an indirect interest, valued at least at $10,000,000, in the "Mackenzie Creek" residential condominium development property located at 5899 Mackenzie Creek Drive, Markham, Ontario by purchasing limited partnership units in CIM Development, an Ontario limited partnership based in Richmond Hill, or its assignee, in exchange for the issuance of 40,000,000 Common Shares at a deemed price of $0.25 per Common Share on a post consolidation basis. More specifically, Golden Bridge intends to acquire 90% of CIM Development's interest in the Mackenzie Creek property by purchasing all the outstanding limited partnership units of a new limited partnership to be owned by CIM Investment & Development LP ("CIM Investment"), Global King Inc. and Shang Titlist Investment Inc. (collectively, the "CIM Group"). CIM Development intends to assign its interest in the Mackenzie Creek property to the new limited partnership.

All the vendors involved in the Transaction are arm's length parties to Golden Bridge and its officers and directors. LeMine is a Toronto, Ontario based real estate developer; CIM Investment is a Richmond Hill, Ontario based real estate developer; and Global and Shang are based in Markham, Ontario and Thornhill, Ontario respectively.

A current independent market valuation will be delivered to Golden Bridge for each of the Academy and Mackenzie Creek properties (and the direct owners thereof) to support the aggregate valuation of at least $20,000,000 for such properties. It is estimated that Golden Bridge will indirectly own a majority interest in the Academy property and a majority interest in the Mackenzie Creek property.

In connection with the Transaction, each of LeMine and the CIM Group has made a refundable deposit of $100,000 (for a total of $200,000) to be held in an interest-bearing account by an escrow agent. Upon completion of the Transaction, or if there is a termination of the LOI in accordance with its terms, Golden Bridge will immediately repay the deposits.

The LOI contains the usual non-solicitation and exclusivity covenants by the Company which will be in effect for a period of 90 days from October 15, 2015 or until the earlier termination of the LOI. Upon entering into the definitve agreement, a break fee in an aggregate amount of $600,000 will be payable by the Company in the event that it terminates the definitive agreement on the basis that it has received an alternative proposal which the board of directors of the Company determines is a superior proposal.

The Company intends to explore equity financing options in parallel with proceeding towards the completion of the Transaction. An equity financing may be required in order to meet CSE listing requirements.

Post-Transaction Company and Proposed Change of Business

The Company has 18,663,081 Common Shares outstanding at this time, on a non-diluted basis; 20,200,012 Common Shares on a fully-diluted basis It is expected that, upon the closing of the Transaction and prior to any potential concurrent financing which may occur as part of the Transaction, LeMine, the CIM Group and the current shareholders of Golden Bridge will hold, respectively, 47.8%, 47.8% and 4.4% of the issued and outstanding Common Shares, on a non-diluted basis. At or about the time of the closing of the Transaction, Golden Bridge is proposing to consolidate its issued and outstanding shares on the basis of five pre-consolidation Common Shares for each one post-consolidation Common Share. The proposed consolidation of the Common Shares will be subject to both shareholder and regulatory review.

Following the completion of the Transaction, the board of directors of the Company shall be comprised of seven directors, initially consisting of one director nominated by Golden Bridge, three directors nominated by LeMine, and three directors nominated by the CIM Group or CIM Development. Apart from Mr. Jiubin Feng, who will be appointed as President, CEO and Chairman of the board of directors of the Company, the directors will be determined at a later time. The Company's current President and CEO, Changlin (Charles) Qin, will resign as President and CEO immediately following the completion of the Transaction.

Golden Bridge is currently a Tier 2 Mining Issuer pursuant to the policies of the TSX-V. The current management and the board of directors of Golden Bridge recently considered a number of potential opportunities and strategies to maximize shareholder value in the mineral resource and exploration sector. Due to the difficult economic state of the mineral resource sector and lack of capital available in this industry, Golden Bridge proposes to reposition its business mandate as a "Diversified Industries" issuer focused on three distinct business sectors: resources, real estate and technology. The board believes that this will permit the Company to pursue and develop business in these various sectors when opportunities arise and will allow the Company to expand its operations more easily and to be in a better position to enhance shareholder value in the future.

As a result of the acquisition of interests in the two real estate development projects, Golden Bridge believes it will have the benefit of the skills and talents of two experienced real estate developers in the Greater Toronto area in an industry which has seen significant growth and development during the past several years and in which there has been available capital from financiers and lenders to carry out such projects.

The shareholders of the Company will also be asked to approve the change of the Company's name to "LeMine Developments Corp."

Conditions Precedent

The following are some of the conditions precedent for the completion of the Transaction:

  • Satisfactory completion of due diligence by LeMine on the Company;
  • Satisfactory completion of due diligence by the CIM Group on the Company;
  • Satisfactory completion of due diligence by the Company on the real estate projects and the vendors thereof;
  • Shareholders of the Company holding at least 16% of the issued and outstanding Common Shares entering into voting support agreements in support of the Transaction;
  • The successful de-listing of the Common Shares from the TSV-V and the successful listing of the Common Shares on the CSE by the Company;
  • Regulatory approval (including approval of the CSE, but not approval by the TSX-V, unless circumstances change);
  • The execution of a definitive agreement with respect to the Transaction;
  • Corporate approval of the Transaction by all parties;
  • Approval by the shareholders of Golden Bridge for the Transaction;
  • Completion of a financing by the CIM Group with MCAP; and
  • The execution of a shareholders agreement between Changlin (Charles) Qin, LeMine and the CIM Group.

Intention to De-List from TSX-V and Seek Listing on the CSE

In connection with the Transaction, the Company will apply to list its Common Shares on the CSE, which application is subject to the Company meeting the CSE's listing requirements. There is no assurance that the CSE will provide conditional or final approval of the Company's application to list the Common Shares on the CSE. The Company will apply to delist its Common Shares from the TSX-V. De-listing is subject to TSX-V approval and, pursuant to the policies of the TSX-V, to approval of the shareholders of the Company.

Disclosure Documents

The Transaction cannot be closed until the required shareholder approval is obtained at a Special Meeting of the Shareholders of Golden Bridge to be called to consider the Transaction. The Company will seek majority approval for the Transaction from disinterested shareholders. Further details regarding the Transaction will be outlined in the Management Information Circular to be prepared for the special meeting of shareholders.

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 to be prepared in connection with the proposed shareholders' meeting and/or the Filing Statement to be prepared in connection with the CSE listing application, any information released or received with respect to the LOI and the Transaction may not be accurate or complete and should not be relied upon.

Advisory Fees

There are no advisory or finders' fees being paid out to any third party for the Transaction.

Future Disclosure

The Company will disseminate additional material information as it becomes known with regard to the Transaction.

About Golden Bridge

Golden Bridge was incorporated under the laws of the Province of Ontario and is engaged in mineral resource exploration and development in Canada. The Company is currently classified as a Tier 2 "Mineral Exploration" Issuer Company listed on the TSX-V.

Forward-Looking Statements

This press release contains or refers to forward-looking information, including statements regarding the proposed Transaction, all aspects of the proposed Transaction, the post-Transaction Company the proposed special meeting of shareholders of the Company and any proposed concurrent financing, and is based on current expectations that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, delays in obtaining or failures to obtain required regulatory, board or shareholder approvals, failure of negotiations, unfavourable due diligence by any party to the Transaction, unfavourable independent valuation reports, changes in equity markets, and delays or changes in the development of the real estate projects. Forward-looking statements are subject to significant risks and uncertainties, and other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by law.

Neither the TSX-V, nor the CSE nor their Regulation Services Providers (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release. The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Investors are cautioned that, except as disclosed in the Management Information Circular and/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 Golden Bridge should be considered highly speculative.

Completion of the Transaction is subject to a number of conditions, including disinterred shareholder approval and the approval of the CSE but not the acceptance of the TSX-V. 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.

Contact Information

  • Golden Bridge Development Corporation
    Charles Qin
    Chief Executive Officer and Director
    (905) 604-2351