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HONG KONG, July 13, 2010 - (ACN Newswire) - CCT Resources Holdings Ltd. (SEHK: 8163)("CCT Resources" or the "Company") announced on 12 July, 2010 that the Company, the Vendor and Beijing Jinyu Zhongjin Gold (H.K.) Company Limited ("Zhongjin HK") entered into the S&P Agreement pursuant to which the Company conditionally agreed to acquire the Sale Shares from the Vendor at the Consideration of HK$120,000,000, which will be satisfied by the issue of 1,200,000,000 Consideration Shares priced at HK$0.10 per Share to the Vendor or its designated nominee(s). Following Completion, the Company will be beneficially interested in approximately 28% of the entire issued share capital of the Target Company. The Target Company will own an indirect interest of 80% in the proposed CJV which will be established to develop the Gold Mine and to conduct mining, processing, production and sale of gold to be extracted from the Gold Mine. Zhongjin HK is the guarantor of the Vendor and the long stop date of the transaction is 31 October 2010.
The Vendor has granted the Call Option to the Company for a nominal premium of HK$1.00. Under the Call Option, the Company may require the Vendor to sell the Option Shares (which represents the balance 72% of the entire issued capital of the Target Company) in whole or in part to the Company (or its designated nominee(s)) at the Option Consideration, in accordance with the provisions and subject to the conditions set out in the S&P Agreement.
Also, on 12 July 2010, the Company and the Vendor entered into the Subscription Agreement pursuant to which the Company conditionally agreed to allot and issue and the Vendor conditionally agreed to subscribe for the Subscription Shares, representing 500,000,000 new Shares, for cash at the issue price of HK$0.10 per Share. The gross consideration from issue of the Subscription Shares will amount to approximately HK$50,000,000 and will be used by the Company to fund capital expenditure, working capital and for general corporate purposes in respect of the Company and its forestry project, and to finance the future possible acquisition of gold mineral assets.
Immediately after the completion, as enlarged by the Consideration Shares and the Subscription Shares, the outstanding shares are 7,028,149,000 shares. And the shareholding of CCT Telecom - Manistar will be decreased from 38.13% to 28.91%. Other existing substantial shareholders will hold 9.29% in the Company. The Vendor will hold 24.19% in the Company.
The Board is confident about the future and prospect of the Group's existing forestry and plantation business, the Group intends to develop the plantation business gradually. The Company takes initiative in identifying business opportunities in other natural resource business in order to diversify and broaden its revenue sources and improve its profitability.
The Board considers the acquisition is positive due to the continued economic growth and accelerated industrialization and urbanization in the PRC and the Asian-Pacific region, the demand for gold is strong and will continue to be robust, as well as the current strong market price of gold, which has exceeded the level of US$1,200 per ounce and continues its upward trend. Also, the potential benefits of the Acquisition and the Letter of Intent to the Group, and the Call Option which gives the right to the Company to acquire the Option Shares, in whole or in part, at the Option Consideration which will be determined based on the valuation of the Gold Mine with a favourable discount of at least 15%. The Acquisition, the Call Option and the Letter of Intent will provide great opportunity to the Company to enter into the gold mining business which is considered to have huge growth potential and good prospect.
The Gold Mine is situated at Min County, Gansu Province, the PRC. It has a mining area of approximately 6.37 sq km, in respect of which the existing Mining License has been granted to Min Jin. Min Jin has previously engaged PRC exploration team to conduct exploration activities on the Gold Mine and such exploration has indicated commercial quantity of gold and other metal mineral resources in the Gold Mine. Min Jin has not yet commenced mining and production operations on the Gold Mine.
The CJV will be formed by Great Sino International Limited ("Great Sino") and Min County Jinxin Nonferrous Metal Industrial Co., Ltd ("Min Jin") as a sino-foreign cooperative joint venture under the Applicable Laws of the PRC. Min Jin will contribute the mining rights of and will procure the grant of a new Mining License in relation to the Gold Mine either to the CJV or to such person designated in writing by the CJV or Great Sino. The new Mining License will entitle the CJV to have all the rights in relation to the development of the Gold Mine and the mining, processing, production and sale of gold and revenue generated from the Gold Mine. Great Sino will be responsible for contribution of the registered capital of the CJV. The interest and the profit sharing ratio of Min Jin and Great Sino in the CJV is 20% and 80% respectively. The CJV will be principally engaged in the development of the Gold Mine, and mining, processing, production and sale of gold to be extracted from the Gold Mine.
Min Jin warrants and undertakes to Great Sino that Gold Mine will have at least 20 tonnes (equivalent to approximately 705,000 ounces) of gold mineral resources, in accordance with PRC standard.
The Vendor, namely Asset Joy Holdings Limited is a wholly-owned subsidiary of Zhongjin HK. Great Sino is wholly-owned subsidiary of the Target Company, Silver Sino Limited.
Zhongjin HK was incorporated in Hong Kong and its principal activities are investment holding and trading of gold. Zhongjin HK is a wholly-owned subsidiary of Beijing Global Limited, the shareholding in which is owned as to 40% by Mr. Wong Shui Lung, 30% by Mr. Zhao Ming and 30% by Mr. Yang Zheng. Mr. Zhao was previously employed by the China Jinyu Gold Materials Group Corporation (www. Chinajinyugold.com) as the Assistant to the General Manger and is currently the Managing Director of Zhongjin Beijing. Mr. Yang was previously employed by the China Jinyu Gold Materials Group Corporation as a manager and is currently a director of Zhongjin Beijing. Zhongjin HK is an affiliate company of Zhongjin Beijing and has been established to act as the strategic platform for Zhongjin Beijing in relation to the development of gold business overseas.
Zhongjin Beijing, namely Beijing Jinyu Zhongjin Gold Co. Ltd wasestablished in the PRC in 2003. Zhongjin Beijing was established and founded by China Jinyu Gold Materials Group Corporation and Beijing Guo Huan Bi Shui Investment Advisory Limited Company, both being state-owned enterprises established in the PRC.
The Board of the Company will be restructured with effect from Completion. The Outgoing Directors including Mr. Mak Shiu Tong, Clement will resign as the Chairman, executive Director, CEO; Mr. Tam Ngai Hung, Terry, Ms. Cheng Yuk Ching, Flora, and Dr. William Donald Putt will resign as the executive Directors and all their other roles and corporate positions in the Company and its subsidiaries with effect from the Completion Date. The vacancies caused by the resignation of the Outgoing Directors will be taken up by persons nominated by the Vendor It is proposed to appoint Mr. Zhao Ming as the Chairman, Executive Director and CEO, with effect from the Completion Date and Mr. Wong Shui Lung will be appointed as the Executive Director within 20 Business Days after the date of the S&P Agreement. Also, Mr. Tommy Viryanada Khosim will be appointed as the Forestry Business Development Controller with effect from the Completion Date.
Mr. Zhao is a college graduate with extensive experience in gold smelting industry. He has served for the Ministry of Metallurgical (currently the State Bureau of Metallurgical Industry) under the State Council of the PRC for over 20 years. He was the Assistant to the General Manager of China Jinyu Gold Materials Group Corporation. He has been a director of Zhongjin HK since 2005. He has been the Managing Director of Zhongjin Beijing since 2003.
Mr. Wong has more than 10 years of experience in international gold trading. He has served as the Managing Director of Zhongjin HK since 2005.
Mr. Tommy Viryanada Khosim has served the forestry industry for over 30 years. He has worked both as senior manager and as owner in sawmills, wood processing factories as well as forest concessions in Indonesia, producing timber and wood products mainly for export to Japan, the PRC, Malaysia and Singapore. He possesses extensive experience in the forestry industry and is well-connected with the forestry authorities in Indonesia.
On 12 July, 2010, the non-binding Letter of Intent was executed by Zhongjin HK and the Company and the key terms include: (1) Zhongjin HK wishes to assist the Company to develop gold mining and production business; (2) Zhongjin HK intends to develop the Company as the overseas listed strategic platform for Zhongjin Beijing for acquisition and development of gold mineral assets and business worldwide; (3) Zhongjin HK wishes to inject or arrange the injection of gold mineral assets controlled by it or Zhongjin Beijing into the Company and the Company wishes to acquire such gold mineral assets on terms and conditions to be negotiated and agreed between Zhongjin HK (or the owner of the such gold mineral assets) and the Company; (4) Zhongjin HK and the Company agree that the amount of the consideration for sale and acquisition of gold mineral assets will be determined based on valuation of the assets by the Competent Evaluator in accordance with Reporting Standard but a discount of at least 15% will be given by Zhongjin HK (or the owner of the such gold mineral assets). The amount of consideration and the forms of settlement will be fixed in agreements to be entered between the Zhongjin HK (or the owner of the such gold mineral assets) and the Company.
The Acquisition constitutes a disclosable transaction for the Company under the GEM Listing Rules. The Directors intend to seek approval from the Shareholders for allotment and issue of the Consideration Shares and the Subscription Shares to the Vendor or its designated nominee(s) at the EGM. A circular will be despatched to the Shareholders on or before 2 August 2010.
About Zhongjin Beijing
Zhongjin Beijing is a Chinese state-owned enterprise. The principal activities of Zhongjin Beijing are trading, distribution and sale of gold and other non-ferrous metals, procuring of gold and metal mines and development and import and export of technology relating to metals mining and related advisory services.
Contact:
JOVIAN Financial Communications Ltd
Angel Y Y Yeung
Tel: +852 2154 7889
Email：angel@joviancomm.com
Topic: Business Plan
Source: CCT Resources Holdings Limited
Sectors: Metals & Mining, Daily Finance
https://www.acnnewswire.com
From the Asia Corporate News Network
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