Greenwich Global Capital Inc.

March 20, 2008 17:36 ET

Greenwich Global Capital Inc. Updates on the Status of the Qualifying Transaction With Stans Energy Corp.

TORONTO, ONTARIO--(Marketwire - March 20, 2008) - Greenwich Global Capital Inc. (NEX:GGB.H) (the "Corporation") is pleased to announce that the Corporation has executed a letter of amendment with Stans Energy Corp. ("Stans") for the completion of the amalgamation announced on August 23, 2007 on materially the same terms and conditions subject to the amendments described below.

According to this letter of amendment and subject to the approval of the TSX Venture Exchange, the shareholders of the Corporation will receive, in addition to the 1,093,304 common shares of the resulting issuer to be issued in exchange of the 6,653,125 common shares presently issued and outstanding of the Corporation, a total of 1,093,304 share purchase warrants exercisable for a period of 18 months at a price of $1.25 with a condition of forced exercise if the market price of the resulting issuer's common shares traded at a price of above $1.45 for a period of 20 consecutive trading days.

Furthermore, the condition precedent to closing set forth in the original agreement in principle relating to the minimum concurrent private placement of Stans for an amount of $4 million has been waived and removed by the parties. As previously disclosed, Stans has not been able and do not expect to be able to raise the minimum offering given the unfavourable market conditions. Consequently, Stans is currently reviewing its mining exploration program to reflect the lower available funds of the resulting issuer and a revised technical report under NI 43-101 is currently being prepared by an independent qualifying person.

Both the Corporation and Stans will diligently work towards executing a revised amended amalgamation agreement and obtaining the approval of their respective shareholders as soon as practicable for which a proxy circular describing the amended terms of the amalgamation will be filed. Furthermore, the Corporation will provide the information relating to the revised qualifying transaction and updated financial information to the TSX Venture Exchange for their review and approval.

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

Since March 6, 2008, the Corporation's common shares are listed on the NEX Board under the symbol "GGB.H". NEX is a separate board of the TSX Venture Exchange for companies previously listed on the TSX Venture Exchange or the TSX which do not meet, among others, the ongoing financial listing standards of those markets or other requirements such as the completion of a qualifying transaction within a certain period for a capital company. NEX has been designed to provide a forum for the trading of companies which are undertaking transactions in furtherance of a reactivation to carry on an active business.

About Stans Energy Corp.

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

Forward-Looking Statements

This press release contains forward-looking statements with respect to the amalgamation and matters concerning the business, operations, strategy, and financial performance of the resulting issuer. 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 the resulting issuer 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 the Corporation and Stans to obtain necessary shareholder approval to complete the amalgamation or to satisfy the requirements of the TSX Venture Exchange with respect to the amalgamation. The cautionary statements qualify all forward-looking statements attributable to the Corporation and Stans and persons acting on their behalves. Unless otherwise stated, all forward looking statements speak only as of the date of this press release and the Corporation and Stans have no obligation to update such statements except as required by law.

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.

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

Contact Information

  • Greenwich Global Capital Inc.
    Daniel F. Hachey
    President & Chief Executive Officer