Greenwich Global Capital Inc.

August 23, 2007 15:11 ET

Greenwich Global Capital Inc. Announces the Execution of an Agreement in Principle with Stans Energy Corp. to Complete a Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - Aug. 23, 2007) - Greenwich Global Capital Inc. (TSX VENTURE:GGB.P) ("Greenwich") is pleased to announce the execution of an agreement in principle (the "Agreement"), on August 21, 2007, with Stans Energy Corp., a corporation existing under the laws of the province of Ontario ("Stans Energy"), for the amalgamation of their respective companies (the "Amalgamation"). It is anticipated that the issuer resulting from the Amalgamation will be known as "Stans Energy Corp.".

About Stans Energy

Stans Energy is a junior mining exploration and development company incorporated in Ontario that is engaged in the acquisition, exploration and development of mineral resource properties in the Kyrgyz Republic.

Since its incorporation, Stans Energy has acquired, through its wholly owned subsidiary, Stans Energy KG, a 100% interest in the mining claims comprising three properties in the Kyrgyz Republic: (i) Shaltin located near Bishkek in northern Kyrgyzstan, (ii) Kapkatash located in southern Kyrgyzstan, and (iii) Kyzyluraan located near the Toktogul Reservoir in Central Kyrgyzstan.

Stans Energy also holds an option in trust on four uranium exploration licenses (Alamuduun, Albugin, Baetov, and Koshdube) in Kyrgyzstan.

Stans Energy has raised $9.75 million through the sale of securities and has expended approximately $3.1 million on property acquisitions and exploration. It currently has approximately $5 million in cash on hand with no debt. The following table sets forth financial information for Stans Energy which has been summarized from Stans Energy's audited financial statements for the financial year ended December 31, 2006 and Stans Energy's unaudited financial statements for the fiscal quarter ended March 31, 2007.

Three Months Financial Year
Ended March Ended December
Statement of Operations Data 31, 2007 31, 2006
($) ($)
Total Revenues NIL NIL
Total Expenses 2,380,697 1,354,887
Net Income/(Loss) (1,477,839) (603,566)
Net Income/(Loss) per Share -- Basic (0.07) (0.06)
Net Income/(Loss) per Share - Fully Diluted (0.07) (0.06)

Balance Sheet Data
Total Assets 8,744,645 1,650,378
Total Long-Term Debt NIL NIL
Total Liabilities 249,259 404,119
Shareholders' Equity 8,495,386 1,246,259
Deficit (2,126,248) (639,083)

Stans Energy currently has 25,511,283 common shares issued and outstanding prior to the closing of the Amalgamation that are currently owned by over 90 registered shareholders, none of whom own more than 10% of the issued shares.

About the Amalgamation

On August 21, 2007, Greenwich and Stans Energy signed the Agreement pursuant to which they agreed to amalgamate their respective companies. The Amalgamation is expected to constitute a "Qualifying Transaction" for Greenwich as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange") Corporate Finance Manual. The transaction is subject to shareholder approval from both companies as well as all required regulatory approval pursuant to laws, regulations and applicable policies.

The Qualifying Transaction will be executed by way of an amalgamation agreement to be entered between Greenwich and Stans Energy (the "Merger Agreement") on the basis that the holders of common shares of Stans Energy will receive one common share of the merged company ("MergeCo") for each common share owned, and the holders of common shares of Greenwich will receive one common share of MergeCo for each seven common shares owned. The existing 600,000 stock options of Greenwich will be exchanged on a seven for one basis for 85,714 options of MergeCo with an exercise price of $0.70 but otherwise remain unchanged. A total of 2,575,000 existing stock options and of 345,000 warrants of Stans Energy will be exchanged on a one for one basis but otherwise remain unchanged.

After completion of the Amalgamation, an aggregate of 26,608,712 common shares of MergeCo will be issued and outstanding or 29,614,426 common shares on a fully diluted basis, assuming exercise of stock options and warrants. The current shareholders of Greenwich will own 1,097,429 common shares or 4.12% of the issued and outstanding common shares of MergeCo (3.71% on a fully diluted basis) while the current shareholders of Stans Energy will own 25,511,283 common shares or 95.88% of the issued and outstanding common shares of MergeCo (96.14% on a fully diluted basis).

The Amalgamation constitutes a non arm's length transaction according to the policies of the Exchange because Gerald Ruth is a Director and the Chief Financial Officer of Greenwich and is also a Director and the Chief Financial Officer of Stans Energy. Mr. Ruth currently holds (i) a total of 200,000 common shares and 120,000 stock options of Greenwich and (ii) 200,000 stock options of Stans Energy.

Directors and Senior Officers of MergeCo

Upon completion of the Amalgamation, the insiders of MergeCo, being its directors and senior officers, are anticipated to be:

Robert J. Mackay, President, Chief Executive Officer and Director

Mr. Mackay is the President, Chief Executive Officer and a director of Stans Energy. Mr. Mackay graduated from the Haileybury School of Mines in 1975. In 1980, he obtained a mining engineering degree from The South Dakota School of Mines Technology. Mr. Mackay spent 20 years in the investment business and, during this time, was Vice President of two national brokerage firms. In 2000, Mr. Mackay founded a private consulting business through which he consulted as Project Engineer on projects in Canada, the US, China and Africa. Throughout his career, Mr. Mackay has gained extensive experience in mining, mine planning, surveying, grade control, industrial engineering, open pit and underground production.

Marat Fazlullin, Chairman and Director

Mr. Fazlullin is the Chairman and a director of Stans Energy. Dr. Fazlullin is a leading expert on acid In Situ Leach (ISL) uranium mining technologies. He is a Professor, holds a Doctor of Science (engineering) and is a Member of the Mineral Resources International Academy and Honorable Geologist of the Russian Federation. Dr. Fazlulin has authored over 300 publications on uranium and gold-ore deposits and has co-authored papers on the development of the uranium deposits in Uzbekistan, Kazakhstan and Russia. Dr. Fazlullin has acted as both the Head of and Chief Engineer of prospecting teams and expeditions for poly-metallic, mercury deposits, oil and gas fields located in Kyrgyzstan, Tajikistan and Algeria. Dr. Fazlullin worked for many years in the State Scientific & Research Institute of Chemical Technologies of Rosatom former USSR Medium Machinery Production Ministry. Until 1992, he was the Deputy Director of the Institute, Head of Department and Director of Division responsible for prospecting and exploitation of uranium and gold deposits. He is currently the Senior Advisory to the Director of the Institute and Director General of "GEOTEP", the leading private uranium engineering company in CIS.

Rodney Irwin, Director

Mr. Irwin is a director of Stans Energy. Mr. Irwin is the retired Canadian Ambassador to Russia. Mr. Irwin joined the department of External Affairs in Ottawa in 1972. Between 1972 and 1990, he served abroad in New Delhi, Moscow and Port of Spain; in 1988 Mr. Irwin was appointed High Commissioner to Trinidad & Tobago. In 1992, Mr. Irwin was named Ambassador to Yugoslavia, due to the war with Croatia, Mr. Irwin served as Ambassador to Albania, Bulgaria, Slovenia and Croatia. From 1993 to 1996, Mr. Irwin served as Ambassador to Hungary while retaining his Balkan country accreditations. From 1999 to 2003, Mr. Irwin served as Ambassador to the Russian Federation with concurrent accreditation to the Republics of Armenia and Uzbekistan. Mr. Irwin retired to Ottawa in 2003 after 32 years in the foreign service.

Doug Underhill, Director

Mr. Underhill is a director of Stans Energy. Mr. Underhill is a uranium consultant and holds graduate degrees in geology from McGill and McMaster Universities, as well as a MBA in strategic planning and finance. From 1993 to 2000, Mr Underhill was the Uranium Resource & Production Specialist for the International Atomic Energy Agency (IAEA) in Vienna. He was responsible for the worldwide IAEA uranium supply program, as well as representing the IAEA in the Joint IAEANEA/OECD Uranium Group. To evaluate the uranium supply from the CIS countries he worked with uranium specialists, including those from Kazakhstan, Russia, Ukraine and Uzbekistan, in organizing international meetings and preparing reports on the uranium resources and production technologies of the region. Mr. Underhill has also acted as a Senior Consultant with NAC International (USA) responsible for consulting on uranium supply strategy and maintaining a worldwide uranium production projects database. He has 40 years minerals experience with both industry and governmental organizations, with nearly 30 years dedicated to uranium.

Boris Aryev, Chief Operating Officer and Director

Mr. Aryev is the Chief Operating Officer and a director of Stans Energy. Mr. Aryev is the founding director and member of the National Board of the Canada-Eurasia Russia Business Association as well as founder and chairman of its Mining and Northern Development Committees. He graduated in 1972 from USSR State Institute of Civil Aviation in Riga, Latvia. From 1972 to 1982 Mr. Aryev worked in Riga branch of Central Research Institute of Communication Science of the Ministry of Communications of the USSR. From 1983 to 1986, Mr. Aryev was a software development consultant with NCR Canada Limited and OPTIMOD Inc. Between 1986 and 1996, he worked as a Project Leader and consultant with Verifact Inc. Since 1990, Mr. Aryev has been President of Marhope Systems Inc., a company which provides management/consulting services to public and private sectors. Mr. Aryev is the co-founder of Canada-Russia Intergovernmental Economic Commission Minerals Working Group.

Gerald Ruth, Chief Financial Officer and Director

Mr. Ruth is the Chief Financial Officer and a director of Stans Energy. Mr. Ruth is a Chartered Accountant who graduated from Wilfrid Laurier University with a Bachelor of Business Administration (Hons.) in 1981. He was employed for several years in the public accounting field with the international accounting firms of Coopers and Lybrand followed by Peat Marwick. From 1988 to 2003, Mr. Ruth held various positions of increasing responsibility with the Toronto Stock Exchange where he served as Head of Listings from 1997 to 2003 with responsibility for operations, policy and management within the Listings Group. Mr. Ruth is currently also an officer and/or director of a number of other private and public companies.

Gordon R. Baker, Q.C., Secretary

Gordon R. Baker, Q.C. is a lawyer practicing in the areas of tax and business law in Toronto, Ontario. He has acted for a number of public and private Canadian and multi-national clients, as general counsel or special counsel for specific projects. He is a director and member of the audit committee of Jemtec Inc. which trades on the TSX Venture Exchange.

Peter Kerrivan, Assistant Secretary

Peter Kerrivan is a business administrator in the offices of Gordon R. Baker, Barristers & Solicitors.

Conditions precedent to closing Amalgamation

The parties' obligations to complete the Amalgamation and related transactions are subject to the satisfaction of the usual conditions precedent including, among others,:

- all necessary approvals to enable the Amalgamation to be carried out have been obtained from the Exchange, the shareholders of Greenwich and Stans Energy, and all other regulatory authorities and third parties having jurisdiction;

- all necessary approvals to enable the name change to be effected on the closing of the Amalgamation have been obtained; and

- the parties being satisfied with the results of their due diligence reviews.

This press release contains forward-looking statements with respect to the Amalgamation and matters concerning the business, operations, strategy, and financial performance of MergCo and Greenwich. These statements generally can be identified by use of forward looking word such as "may", "will", "expect", "estimate", "anticipate", "intends", "believe" or "continue" or the negative thereof or similar variations. The completion of the Amalgamation and the future business, operations and performance of MergCo discussed herein could differ materially from those expressed or implied by such statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the transaction contemplated herein is completed. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of Greenwich and Stans Energy to obtain necessary shareholder approval to complete the Amalgamation or to satisfy the requirements of the Exchange with respect to the Amalgamation. The cautionary statements qualify all forward-looking statements attributable to Greenwich and Stans Energy and persons acting on their behalves. Unless otherwise stated, all forward looking statements speak only as of the date of this press release and Greenwich and Stans Energy have no obligation to update such statements except as required by law.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. 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 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 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.

Source: Greenwich Global Capital Inc
Daniel F. Hachey, President &
Chief Executive Officer
Tel: (905) 206-1604

The TSX Venture Exchange Inc. does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Stans Energy Corp
    Robert J. Mackay
    President & Chief Executive Officer
    The Buick Group
    Jonathan Buick