Gold Horn International Enterprises Group Limited Terminates Qualifying Transaction with Cherub Limited
Calgary, Alberta--(Newsfile Corp. - June 16, 2020) - Gold Horn International Enterprises Group Limited (TSXV: GHE) (the "Corporation" or "Gold Horn") announces that its previously announced qualifying transaction with Cherub Limited ("Cherub") will not be proceeding.
In January 2018, Gold Horn entered into an agreement with the shareholders of Cherub whereby Gold Ball Properties Limited ("Gold Ball"), a subsidiary of Gold Horn agreed to purchase certain properties directly from Cherub (the "Properties") and, concurrently, Gold Horn agreed to acquire 60% of the issued and outstanding shares (the "Cherub Shares") of Cherub (the "Transaction"), for a total acquisition cost of $3,117,052 (HKD $ 19,550,000) (the "Purchase Price").
On February 22, 2018, certain significant shareholders of Gold Horn, and their associates (the "Shareholders"), provided Cherub with the Purchase Price and became the beneficial owners of the Properties and the Cherub Shares with the understanding that such beneficial title would be transferred to Gold Ball and Gold Horn, respectively, upon receipt of TSX Venture Exchange ("TSXV") approval of the Transaction, completion of the anticipated concurrent financing, and repayment of the Purchase Price to such Shareholders. To avoid future transfer fees, the Properties were registered in the name of Gold Ball and the Cherub Shares were registered in the name of Gold Horn, to be held in trust for the Shareholders. Declarations of Trust ("Trust Deeds") were subsequently entered into by Gold Horn (as trustee) and the Shareholders (as beneficiaries), setting out this relationship. In accordance with such Trust Deeds, as amended, in the event that TSXV approval of the Transaction was not obtained prior to September 30, 2019, Gold Horn agreed to transfer all rights, including registered title, in: (i) the Cherub Shares, and (ii) all of the issued and outstanding shares of Gold Ball (the "Gold Ball Shares"), the registered owner of the Properties, to the Shareholders for no additional consideration.
Cherub and Gold Horn have determined that they no longer wish to proceed with the Transaction. Accordingly, as TSXV approval of the Transaction was not obtained prior to September 30, 2019 and all rights, including registered title, to the Cherub Shares and the Gold Ball Shares have reverted to the Shareholder and Gold Horn has no further interest whatsoever in the Cherub Shares or the Gold Ball Shares (or the Property owned by Gold Ball). This transfer of rights occurred for no consideration and no amount is owed by the Corporation to Cherub, Gold Ball or the Shareholder in respect of the Purchase Price. The Shareholder has agreed to pay any expenses associated with such transfer of registered title.
The Corporation shall continue to pursue other opportunities with a view to completing a Qualifying Transaction under the CPC policy of the TSXV.
Resignation of CEO, CFO, Corporate Secretary and Director
In connection with the termination of the Transaction, Mr. Sum Poon, the Corporation's Chief Executive Officer, Chief Financial Officer, Corporate Secretary and a director has resigned effective January 31, 2019. Mr. Jason Krueger, a director of the Corporation has consented to act as Chief Executive Officer, Chief Financial Officer and Corporate Secretary. The Corporation is currently seeking a third independent director to join the board.
Gold Horn is currently subject to a cease trade order issued by the Alberta Securities Commission for failing to file its annual audited financial statements for the year ended June 30, 2019. The Corporation is currently working to complete the audited statements and otherwise update its continuous disclosure record, and upon completion of the same, will apply for a revocation of the cease trade order. In addition, the ordinary shares of Gold Horn are currently halted from trading on the TSXV but are expected to resume trading on the TSXV following the revocation of the cease trade order and receipt of TSXV approval of the same.
About the Company
Gold Horn is a capital pool company ("CPC") within the meaning of the policies of the TSXV that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the TSXV CPC Policy, until the completion of its Qualifying Transaction (as that term is defined in the policies of the TSXV), the Corporation will not carry on business other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction. Gold Horn's ordinary shares are listed on NEX board of the TSXV.
For further information please contact:
Gold Horn International Enterprises Group Limited:
Victor S. Dusik, Director
Telephone: (604) 818-4100
Certain statements contained in this news release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "intend", "may", "will", "expect", and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on management's current beliefs or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this news release contains forward-looking information with respect to the Transaction, the transfer of the Properties and Shares to the beneficial holders, the intent to pursue future opportunities to complete a Qualifying Transaction and the search for a third director for appointment to the board. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this news release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Due to the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward- looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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