SOURCE: VisionSky Corporation

September 06, 2005 20:47 ET

VisionSky Corporation Reports Update on Discontinuance of Chinese Operations, and the Sale of Shares and Business of Wholly Owned Subsidiary

CALGARY, AB -- (MARKET WIRE) -- September 6, 2005 -- VisionSky Corporation ("VisionSky") (TSX-V: VKY) (VKY.WT) reports an update to the previously announced press release dated August 4, 2005, in which the Corporation announced that it has discontinued operations in the Peoples' Republic of China carried on through its wholly owned subsidiary, VisionSky North America Inc. ("VSNA").

The proposed sale of shares and business of VSNA (the "Disposition") is effective June 30, 2005, and is subject to, among other things, receipt of applicable regulatory and shareholder approvals. Pursuant to the terms and conditions of the Disposition, VisionSky intends to cancel an aggregate of 6,666,667 of the issued and outstanding common shares of VisionSky originally issued to Mr. Ringo Chan in exchange for all of the issued and outstanding VSNA shares, all of which are owned by VisionSky. VisionSky has filed management prepared interim financial statements for the six months ended June 30, 2005 and the corresponding management's discussion and analysis ("MD&A") which reflect the Disposition. The interim financial statements and MD&A are available at www.sedar.com under VisionSky's company profile.

As previously announced, the Disposition constitutes a sale of all or substantially all of the business of the Corporation. Accordingly, the Corporation reports that the TSX Venture Exchange ("Exchange") has confirmed that aside from required regulatory approval as a "Reviewable Transaction" under Exchange policy, a shareholders' meeting will also be required to approve the Disposition. The Corporation will confirm the particulars of timing and agenda for such meeting in a separate notice and circular to its shareholders. The disinterested directors of VisionSky are in support of the Disposition. Due to the non-arms-length nature of the transaction, the Corporation continues to be in discussions with the TSX Venture Exchange (the "Exchange") regarding the requirements of a formal valuation report for the Disposition. The Corporation is seeking a waiver for a formal valuation report on the Disposition from the Exchange. Documentation has been submitted to the Exchange for review, and additional documentation is being prepared as requested by the Exchange.

Upon completion of the Disposition, the Corporation may have its listing transferred from the Exchange and have its shares traded on the NEX board.

In anticipation of the completion of the Disposition, the board of directors of VisionSky is actively pursuing and considering various business acquisitions for the Corporation.

Completion of the Disposition is subject to a number of conditions, including but not limited to regulatory and shareholder approval. There can be no assurance that the Disposition will be completed as proposed or at all.

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 does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • For further information please contact:

    Preston J. Maddin
    Interim CEO, CFO and Director
    VisionSky Corporation
    Telephone: (403) 589-6023
    E-mail: Email Contact