Golden China Releases September 2007
Quarterly Update Report
Toronto, Ontario, October 29, 2007 - Golden China Resources Corporation (GCX: TSX, ASX) today released its quarterly update report, a regulatory filing required by the Australian Securities Exchange (ASX). The briefing summarizes key corporate events for the three months ended September 30th, 2007, also reviewing the company's most recent, post-period (October) business development highlights.
HIGHLIGHTS:
Take-over
- Sino Gold Mining Limited (Sino Gold) agrees, subject to certain terms and conditions, to make a take-over offer for all of the shares of Golden China. Under the terms of the offer, Golden China shareholders and CDI holders will receive one Sino Gold share for every 4.5 Golden China common shares they hold.
- Subsequent to the quarter end, Sino Gold mails its Offering Circular to Golden China shareholders. Also included in the package is a Directors Circular from Golden China, which includes an independent fairness opinion prepared by Genuity Capital Markets concluding that the offer consideration is fair from a financial point of view to Golden China shareholders (excluding Sino Gold).
Beyinhar
- Work on the updated 43-101 Resource Statement for Beyinhar commenced and is scheduled for completion in late November 2007.
- Beyinhar Feasibility Study is scheduled for completion January 2008.
BioGold
BioGold production is down due to high grade supplies being delayed until October due to the impact of cyclones and resulting flooding at concentrate supplier mines.
- An emergency back-up power system has been installed to mitigate the risk from further unplanned grid power disruptions.
- The BACOX� plant expansion project construction began in late July, with completion expected early in the first quarter of 2008
Corporate
- Issued 5,882,352 common shares at a price of C$0.85 per share on a private placement basis to Sino Gold, raising C$5,000,000.
- Completed the acquisition of shares of Golden China Management Inc. from Kingsway Capital of Canada Inc.
1. Take-over Offer
On 7 September 2007, Sino Gold agreed, subject to certain terms and conditions, to make a take-over offer (the "Offer") for all of the shares of Golden China.
Sino Gold, a gold mining company listed on the Australian Securities Exchange (ASX) and Hong Kong Stock Exchange (HKSE), has been active in China since 1996. Sino Gold owns 82% of the Jinfeng gold mine in southern China, one of the largest gold mines in China. The company also has a 95% interest in the White Mountain project in northeast China, which is on track to become its next mine. Further information on Sino Gold can be found at www.sinogold.com.au.
Under the terms of the Offer, Golden China shareholders and CDI holders will receive 0.2222 of a Sino Gold share for every Golden China common share they hold. Details are available in Sino Gold's Offering Circular and Golden China's Directors' Circular, which were mailed to Golden China shareholders on 24 October 2007. The documents are also available on SEDAR at www.SEDAR.com and the ASX at www.asx.com.au.
The Offer is subject to certain conditions, including:
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The granting of all appropriate regulatory approvals;
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No material adverse changes or other material adverse events occurring to Golden China; and
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A minimum 90% acceptance by Golden China shareholders.
Golden China's board of directors engaged a Canadian investment bank, Genuity Capital Markets, to review the Offer. Genuity has concluded that the Offer is fair from a financial point of view to Golden China shareholders (excluding Sino Gold).
The Offer has the unanimous support of the Golden China board. Each director has advised that they intend to tender their own Golden China shares to the Offer.
The Offer is expected to close on 30 November 2007 unless extended.
In the event of a successful completion of the Offer, it is expected that Golden China will de-list from the Toronto Stock Exchange (TSX) and ASX, and that shareholders will receive Sino Gold shares, which are listed on the ASX and HKSE. As detailed in the Offering Circular, for the benefit of TSX shareholders, Sino Gold has made arrangements with an agent to assist interested Canadian retail accounts in selling their shares on the ASX.
In the meantime, the Company continues to operate in the normal course of business.
2.0 Beyinhar
2.1 Exploration
There are currently three drill rigs on site, which completed 10,810 metres during the quarter.
This Press Release contains many tables and maps, click here to view.
About Golden China Resources Corporation:
Golden China Resources Corporation is a significant participant and consolidator in the Chinese precious metal industry and one of the largest producers of gold in China. The company is using its extensive knowledge of the Chinese marketplace and best practices based on established international standards in building a diversified gold business focused on exploration and development, operations, and corporate development in the Chinese precious metal industry. Golden China's shares are listed on the main boards of both the Toronto Stock Exchange and the Australian Securities Exchange under the symbol GCX.
On August 13, 2007 Golden China announced an Agreement to be acquired by Sino Gold Mining Ltd. whereby Golden China shareholders would receive one Sino Gold share for every 4.5 Golden China common shares they hold. A definitive support agreement was signed on September 7, 2007 and on September 18, 2007 Sino Gold purchased from treasury 5,882,352 million shares of Golden China representing 9.5% of the issued and outstanding shares of the Corporation.
For further information please contact:
Golden China Resources Corp.
Kristen Humphrey
Communications Manager
Tel: 416.366.8818 ext. 230
khumphrey@goldenchina.ca
www.goldenchina.ca
Renmark Financial Communications Inc.
Barbara Komorowski : bkomorowski@renmarkfinancial.com
Julien Ouimet : jouimet@renmarkfinancial.com
Tel.: 514.939.3989
Fax: 514.939.3717
www.renmarkfinancial.com
Forward-Looking Statements: Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed under the heading "Risk Factors" and elsewhere in the Company's periodic filings with Canadian securities regulatory authorities. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. The Company does not assume the obligation to update any forward-looking statement.
THE TSX AND ASX HAVE NOT REVIEWED AND DO NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE RELEASE.