Manor Global Inc.
TSX VENTURE : GGV.P

January 23, 2006 18:29 ET

Manor Global Inc. Signs Securities Exchange Agreement for Qualifying Transaction

TORONTO, ONTARIO--(CCNMatthews - Jan. 23, 2006) - Manor Global Inc. (the "Company")(TSX VENTURE:GGV.P), further to the previously announced agreement in principle with Sichuan Dexin Mining Resources Co. Ltd, of Chengdu, Sichuan, PRC ("Dexin") to acquire a 100% interest over a lithium exploration property located in Jinchuan County, Sichuan Province, PRC held by Dexin pursuant to a mineral exploration permit issued by the Ministry of Land and Resources of the PRC (the "Property"), announces the signing of a securities exchange agreement (the "Agreement") to acquire Dexin, indirectly through the acquisition of West China Mining Resources Holdings Limited ("West China"), a company incorporated in the British Virgin Islands which owns all shares of Dexin (the "Acquisition").

Subject to TSX Venture Exchange (the "Exchange") approval, the Acquisition will serve as the Company's qualifying transaction ("Qualifying Transaction"). In conjunction with and as a result of the Qualifying Transaction, the Company will also seek approval to list as a Tier 2 Mining Issuer on the Exchange. The Acquisition does not constitute a Non-Arm's Length Qualifying Transaction under the Policies of the Exchange.

An independent qualified person, Don H. Hains, P.Geo Senior Associate Industrial Minerals Specialist of the firm Watts, Griffis and McQuat Limited, Consulting Geologists and Engineers, was engaged to prepare a technical report (the "Report") with respect to the Property. The Report will be summarized in the management information circular for the shareholders' meeting to approve the Acquisition and will be filed on SEDAR concurrently therewith.

Among other things, the Agreement provides that the Company will acquire all of the issued and outstanding shares of West China in exchange for 32,381,859 post-consolidation common shares of the Company and change its name to China Dexin Resources Inc. In addition, the following transactions are proposed:

- Manor will consolidate its current 8,120,140 outstanding common shares at a 1:2 ratio, so the number of common shares outstanding will be reduced to 4,064,070 prior to the Acquisition.

- Maison Placement Canada Inc. ("Maison") has agreed to act as the Company's sponsor in connection with the application to the Exchange for the approval of the Acquisition and the other transactions contemplated by the Agreement. Investors are cautioned that an agreement to sponsor should not be construed as any assurance with respect of the merits of the Qualifying Transaction or the likelihood of its completion. The Sponsor is not related or connected to the Company, West China, Dexin or FinanceCo under applicable securities legislation. The Sponsor will, however, be paid a fee of $55,000 plus GST, plus expenses, in connection with the completion of a sponsorship report on the Acquisition prepared for the Exchange.

- The Company has signed an engagement letter with Maison regarding a brokered private placement on a best efforts basis of a minimum of 6,000,000 common shares of the Company and a maximum of 16,666,666 common shares of the Company at a price of $0.30 per post-consolidation share, for gross proceeds of a minimum of $1,800,000 and a maximum of about $5,000,000, to be completed concurrently with the closing of the Acquisition. The proceeds of this private placement will be used to fund the ongoing operations of the resulting issuer upon completion of the Acquisition. Maison will receive a fee of $10,000 (plus GST) and a 4% commission, plus reasonable costs and expenses. Maison's fee also includes broker warrants entitling Maison to purchase 9% of the resulting issuer's common shares for a period of twenty four months from the completion of the Acquisition.

- Arm's length investors who have funded the initial transaction costs will receive 1 million post-consolidation shares in the Company on completion of the Acquisition.

- The Company will issue 1,500,000 post-consolidation Common Shares to 1063844 Ontario Inc., Polyanna Chan and Hou Shu Ying as a finder's fee in relation to the Acquisition. These parties are at arm's length from West China, Dexin and the Company. The hold period for these Common Shares expires four months after they are issued.

- The Company was considering a transaction to spin out a potential business opportunity related to Glory Golden Mining & Exploration Inc., initially described in the Company's prospectus dated July 14, 2005. Following consultation with the TSXV, the proposal will not be pursued at this time.

Management Team and Board of Directors of the Resulting Issuer

Upon completion of the Acquisition, it is proposed that the following individuals will comprise the senior management team and/or Board of Directors of the resulting issuer known as "China Dexin Resources Inc".

Mr. Bin Zhu (B.Sc.) is proposed as Chairman, Chief Executive Officer and Director. Mr. Zhu is one of the principal shareholders of West China. Mr. Zhu has 17 years of experience in various industry sectors in China. In 1995, Mr. Zhu was the general manager of Shanghai Dong Rui Trading Co. Ltd., Chengdu branch, and is the founder and general manager of several enterprises, including Chengdu Somo Nano Advanced Materials Technology Co. Ltd., Chengdu Somo Nano Bioscience Technology Co. Ltd. and Chengdu Somo Nano Technology Co. Ltd. In April 2004, he set up Sichuan Dexin Mining Resources Ltd. and is the Chairman and CEO. Mr. Zhu is citizen and resident of China.

Mr. Zhengquan Philip Chen (B.Sc., MBA, LL.M) is proposed as President and Director. Mr. Chen is the co-founder, director and President of Macrovista Capital Inc., a corporate finance consulting company based in Toronto, established in September 2005. Prior to that, since February 1998 Mr. Chen has been a senior associate of Zeuspac Capital Bancorp Ltd., an international private investment bank. Prior to joining Zeuspac, Mr. Chen served as the Executive Vice President at Sturdy International Group (SIG) in New York. Mr. Chen is citizen and resident of Canada.

Mr. Hsin-Mao Hsieh is proposed as a Director. Mr. Hsieh has over 27 years experience in the electric industry. He began his business career in 1978 founding Taiwan ADDA Corporation, an electronic machinery technology company, and has been Chairman since its inception. Mr. Hsieh is citizen and resident of China.

Mr. Wenqing Huang is proposed as the Chief Operating Officer. Mr. Huang has over 25 years experience in the mining industry in China. Mr. Huang held positions as Geological Engineer, Chief of the Geophysical Brigade, and Chief of Project Division while at the Sichuan Province Geology and Mining Development Bureau. Mr. Wenqing Huang has been involved in numerous projects including iron ore projects, tin mines, the Miyi Vanadium-Titanium-Magnet Project, the Jiulong Copper Mining Property, the Hanyuan Copper Property and the Ganze Gold Mining Project. He graduated from the Chengdu College of Geology in 1979. Mr. Huang is citizen and resident of China.

Mr. Benedict M. Leung (B. Comm., CA) is proposed as the Chief Financial Officer and Director. Mr. Leung is a chartered accountant. Mr. Leung is currently the Chief Financial Officer of Red Dragon Resources Corp. and is the managing partner of Leung & Company, Chartered Accountants (Toronto). Mr. Leung is citizen and resident of Canada.

Mr. Roland Frederick Hodder (B.Sc., MBA) is a proposed Director. Mr. Hodder was Senior Vice-President of Nelson Resources Limited, serving previously as Chief Financial Officer of Nelson Resources Limited. He had previously served as Chairman of Chaparral Resources, Inc. He also held the position of President of Kazakhstan Investment Management LLP. Mr. Hodder is citizen of the United States and resident of the United Kingdom.

Mr. Harvey H. McKenzie (B.Sc., CA) is a proposed Director. Mr. McKenzie serves as Chief Financial Officer at Card One Plus Inc. He also served as Chief Financial Officer of Thistle Mining Inc., as a director of PacRim Resources Ltd., as a director and Chief Financial Officer of Eurasia Gold Corp. and serves as an independent director of GlobeStar Mining Corp. He previously served as independent consultant at Sun Life of Canada (Toronto, Ontario). Mr. McKenzie is citizen and resident of Canada.

Mr. Robert William Schafer (BSc, MSc, PhD) is a proposed Director. Mr. Schafer serves as Vice-President of Hunter Dickinson Inc., a private mining company, as a director of Copper Ridge Explorations Inc., as a director of International Royalty Corporation, and as a director of South Pacific Minerals Corporation. He had previously served as a director of Royal Victoria Minerals Ltd. He served as President, Chief Executive Officer and Director at Coniagas Resources Ltd. He also served as President, Chief Executive Officer and Director at Castle Rock Resources Inc., as Vice President, Exploration, of Kinross Gold Corporation, as a director of Mirage Resource Corporation, and as a director of Welcome Opportunities Ltd. (now Endeavour Mining Capital Corp.). Mr. Schafer is citizen and resident of the United States.

Ms. Shan Liu is a proposed Director. Ms. Liu is a professional opera singer, particularly well known in China. She has also served as a partner of Canadian Northstar, a partnership that is in the business of exporting machinery for the printing industry to China. Ms. Liu is citizen and resident of Canada.

Approvals

Completion of the Acquisition and related transactions is subject to a number of conditions, including but not limited to, Exchange acceptance, shareholder approval and any other necessary regulatory approvals. The Acquisition and related transactions will not be completed until the required approvals are obtained. The Company cannot offer any assurances that the Acquisition and related transactions 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 Acquisition, any information released or received from third parties with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Company has been halted and will remain halted pending review of the proposed Acquisition by the Exchange. Trading in the securities of the resulting issuer after the Acquisition should be considered highly speculative. Mineral exploration is an inherently high risk venture. There is no assurance that the Company will be able to successfully exploit the Property.

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

Contact Information

  • Manor Global Inc.
    Harvey H. McKenzie
    Chief Financial Officer
    (416) 400-8003