NEX:
KMC.H
ANGUILLA, British West Indies,
Aug. 27, 2019 /CNW/ - KMT
Hansa Corp. ("KMT" or the "Company") is pleased to
announce it has been granted a Hemp International Industry
Park Special Economic Zoning License (the "License") by Yuanjiang
County, Yuxi City, Yunnan
Province. The granting of the License is the first such
license to be granted to a foreign enterprise. Pursuant to the
License, KMT is licensed to grow, cultivate and extract industrial
hemp in Yunnan Province. KMT has
incorporated a wholly owned subsidiary in China, Yunnan Hansa Co. Ltd., and intends to
commence operations in Yunnan
Province as an industrial hemp company as soon as possible.
The Company intends to apply for additional Special Economic Zoning
Licenses in neighboring provinces.
In addition, KMT would also like to announce that it has entered
into a non-binding letters of intent with each of QXCENTURY
Ventures Ltd. ("QXCV"), an arm's length party and HDD Investment
Holdings Corp. ("HDD"), a non-arm's length party.
QXVENTURES Letter of Intent
Pursuant to a non-binding letter of intent dated August 15, 2019 with QXVC, KMT has agreed to
acquire 50% of the issued and outstanding securities of QXVC for an
aggregate purchase of US$5 million
(or CAD $6,640,375) (the "Purchase
Price"). The Purchase Price will be satisfied through the issuance
of an aggregate of 60,367,045 common shares in the capital of the
Company at a deemed value of $0.11
per share (the "Consideration Shares").
The acquisition of QXVC (the "QXVC Transaction") is subject to
requisite shareholder and regulatory approval, including the
approval of the TSX Venture Exchange (the "TSXV") and standard
closing conditions, including the completion of due diligence
investigations to the satisfaction of each of QXVC and KMT.
Prior to completion of the QXVC Transaction, KMT and QXVC shall
negotiate and enter into a definitive share exchange agreement on
commercially reasonable terms and the parties shall have obtain the
requisite shareholder approvals for the QXVC Transaction.
About QXCENTURY Ventures Ltd.
QXCV, a company incorporated pursuant to the laws of the
Republic of Seychelles, through
its wholly owned subsidiary, Guangxi Hemp Biotech Co. Ltd.
("GXHM"), a company incorporated pursuant to the laws of
the People's Republic of China, is
focused on technology and certification in growing and cultivation
of industrial hemp and other herbs in various locations in
China.
QXVC, through GXHM, has secured major farming land leases in
Yunnan Province for an aggregate
of 7,000 hectares or 17,300 acres. The land will be used for the
growing and cultivation of hemp. In addition, GXHM is licensed to
build and operate a manufacturing facility to produce consumer
products utilizing hemp in Guangxi.
Information about the Control Person or Persons of QXVC and
their Jurisdiction of Residence
The control person of QXVC is Cathy Man
Xu who resides in Richmond Hill,
Ontario.
Financial Information Concerning QXVC
For the six month period ending July 31,
2019, QXVC has not, on an unaudited consolidated basis,
generated any revenues, incurred aggregate losses of $10,000 with total assets of $191,000 and total liabilities of $150,000. As of August 1,
2019, QXVC had a working capital deficit of $26,000.
HDD Letter of Intent
Pursuant to a non-binding letter of intent dated August 15, 2019 (the "HDD LOI") with HDD, KMT has
agreed to acquire HDD's Lumuwan Forest Farm party (the "Property").
KMT has agreed to acquire the Property for an aggregate purchase
price of CAD$745,734,571 (the "HDD
Purchase Price"). The HDD Purchase Price will be satisfied through
the issuance of an aggregate of 6,779,405,190 common shares in the
capital of the Company at a deemed value of $0.11 per share (the "HDD Consideration
Shares").
The Property, which is forest land and is zoned for agricultural
and commercial use, is located in Lanyang Town, Danzhou City,
Hainan Province in the People's Republic of China. The Property
comprises an aggregate of 8,237acres.
Related Party Transaction
HDD currently owns an aggregate of 14,103,827 common shares of
KMT, or approximately 51% of the total issued and outstanding
shares in the capital of KMT. AS such, HDD is an insider of the
Company and the acquisition of the Property and the issuance of the
HDD Consideration Shares is a related party transaction. Pursuant
to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions, KMT will obtain
majority approval of the majority of the minority shareholders at a
shareholders' meeting and obtained a formal valuation of the
Property by an independent valuator.
Valuation Report
Pursuant to a valuation report dated March 29, 2018, prepared by Cushman &
Wakefield, an independent valuator, the Property was valued, as at
March 29, 2019, at RMB3,975,000,000 or CAD$745,734,571 (using the conversion rate of
RMB1 equals CAD$0.19). KMT will provide an updated valuation
report prior to the shareholders' meeting. In addition, the Company
intends to obtain an independent title opinion with respect to the
ownership of the Property.
Shareholders' Meeting
KMT intends to call a special meeting of shareholders as soon as
possible. At the meeting, shareholders' will be asked, among other
matters, to elect directors and approve the acquisition of QXVC and
the Property.
Insiders, Officers and Board of Directors of the Resulting
Issuer
Upon completion of the QXVC Transaction and the acquisition of
the Property, it is anticipated that the board of directors of the
Resulting Issuer shall be comprised of: Cathy Man Xu, Yaxing Shi
Peter Man Wai Yau, Shijing
Wang, Wiaoyan Li, Haijing
Dong and Edward Tim Sing
Chan. In addition, it is expected that the officers of the
Resulting Issuer shall be Edward Chan Tim
Sing (Chief Executive Officer), Peter Man Wai Yau (Chairman of the Board) and
Ankit Gosain (interim Chief
Financial Officer).
The following sets outs the names of all persons who are
expected to be considered insiders of the Resulting Issuer.
Peter Man Wai Yau, Director
and Chairman of the Board - Mr. Yau is a professional
architect with over thirty years of experience in the architectural
design and project management industry focusing on mixed use
commercial, shopping centre and hotels, highrise residential
developments, senior retirement communities throughout Canada and China. Mr. Yau has gained valuable
international experience through major architectural firms such as
B & H Architects, Parkin Architects, and various real estate
developers. Through Mr. Yau has handled professional teams
exceeding 15 members and projects ranging from $250 million to over $1
billion both here in Canada
and China. Some of the major
projects that Mr. Yau has been part of include Toronto Eaton
Centre, First Canadian Place, Shanghai Hong Kong New World Centre
and senior development projects under development in the southern
part of China. He has vast
experience involving legal, financing, planning, management from
concept to successful development to realization of major
projects.
Edward Tim Sing Chan, Chief
Executive Officer and Director – Mr. Chan worked as
investment analyst and manager at Canada Life, Sun Life and RBC
Group in his earlier part in financial industry career. Mr. Chan is
responsible for various North American commercial and technologies
deployments in China in the past
decade.
Cathy Man Xu,
Director - Ms. Xu has enjoyed a diverse career in IT
and the printing industry. Throughout her career, Ms. Xu has lead
country team and built channel organizations to managing sales
operations and printing press design. Ms. Xu has served as Country
Manager of Digital Press Solutions in Greater China for China Hewlett-Packard as
well as Director, Channel Management for Heidelberg China Limited.
Ms. Xu combines strong management skills and has been directly
responsible for 30+ staff and 15 Channel Partners with an aggregate
of 300 employees. Her strengths lie with improving organizational
effectiveness and enhancing a company's image and reputation, with
a passion for sales, marketing, business development and building
enduring customer relationships. She obtained Executive MBA from
the China Europe International Business School.
Yaxing Shi,
Director – Mr. Shi is a professional engineer and
graduated from Changchun Institute of Optics and Fine Mechanics.
With more than 30 years of professional management in engineering
technology with several major corporations in China. Mr. Shi is nominated recently as
director of Guangxi Hanma Biotechnology Co., Ltd. to overlook all
engineering capacity in setting up CBD extraction facilities in
China.
Shijing Wang,
Director – Mr. Wang is a professional architect
graduated form Xi' An University
of Architecture and Technology and has more than 20 years of
project design and management experiences behind him. Mr. Wang
serves as Chairman of Dingdian Culture and Sports Investment
Management (Hainan) Co., Ltd.
responsible for the development of the "Lumuwan" project.
Xiaoyan Li,
Director – Ms. Li graduated from Anhui Medical College and
has been working medical and disease control field for the past 3
decades. Ms. Li joined Dingdian in 2015 as director and will
organize medical clinical research in CBD for in China.
Haijing Dong,
Director – Ms. Dong currently serves as Director of
Administration in Dingdian and is responsible for all marketing and
promotional activities of the Company.
Jim Sintros,
Director – Mr. Sintros is internationally known in the
fields of business, education, philanthropy, and motorsports.
He serves on the boards of corporations, educational and healthcare
institutions and charitable foundations in the United States, Europe, Asia,
Africa, the Middle East and the Caribbean. Mr. Sintros is the longest serving
director of the Hult International Business School which has
campuses in Boston, San Francisco, London, Dubai
and Shanghai, and he is a member
of the governing body of Ashridge Business School in the UK. Mr.
Sintros is President of the Joseph W. Stilwell Institute
Foundation, a US tax-exempt charitable foundation, which supports
the Stilwell Museum in Chongqing, P.R.
China, said to be the only national monument in China dedicated to a foreigner.
Ankit Gosain, Interim Chief
Financial Officer – Mr. Gosain has experience in
providing assurance, tax and business advisory services to a
variety of industries including cannabis, technology,
pharmaceutical, engineering, real estate, natural resources and
professional services. Mr. Gosain has in-depth knowledge of
International Financial Reporting Standards (IFRS), Canadian
Auditing Standards, International Auditing Standards and US GAAP.
Mr. Gosain has helped senior management of numerous companies in
understanding and implementing continually changing accounting and
regulatory requirements. Mr. Gosain has experience in go public
transactions through IPOs, CPCs and reverse takeover transactions
and has assisted companies with filing prospectuses, business
acquisition reports and other regulatory documents. Mr. Gosain is a
graduate from the University of Western
Ontario with a specialization in accounting and has obtained
a Chartered Professional Accountant and Chartered Accountant
designation. Mr. Gosain has experience working in national and
international accounting firms in Canada.
Private Placement
In addition, the Company would also like to announce that it
intends to raise gross proceeds of up to $1
million through a non-brokered private placement of up to
12.1 million common shares at a price of $0.0825 per share.
The non-brokered private placement is subject to all necessary
regulatory approvals. The common shares being issued pursuant to
the private placement will be subject to a four month hold period
in accordance with applicable Canadian securities laws. The
proceeds from the private placement will be used to commence
operations in China and for
general working capital purposes.
Sponsorship
Sponsorship of a reverse take-over is required by the TSXV
unless exempt in accordance with TSXV policies. KMT is
currently reviewing the requirements for sponsorship and may apply
for an exemption from the sponsorship requirements pursuant to the
policies of the TSXV, however, there is no assurance that KMT will
ultimately obtain this exemption. KMT intends to include any
additional information regarding sponsorship in a subsequent press
release.
Additional Information
All information contained in this news release with respect to
KMT, QXVC and the Property was supplied by the parties
respectively, for inclusion herein, and each party and its
directors and officers have relied on the other party for any
information concerning the other party.
Completion of the transactions is subject to a number of
conditions, including TSXV acceptance and disinterested shareholder
approval. The transaction cannot close until the required
shareholder approval is obtained. There can be no assurance
that the 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 transactions, any information released or received with respect
to the transactions may not be accurate or complete and should not
be relied upon. Trading in the securities of KMT. should be
considered highly speculative.
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.
Investors are cautioned that, except as disclosed in the
management information circular to be prepared in connection with
the transactions, any information released or received with respect
to the transactions may not be accurate or complete and should not
be relied upon. Trading in the securities of the KMT should
be considered highly speculative.
More information about KMT-Hansa Corp. can be found at
www.kmthansacorp.com and the Company can be contacted by email at
chan@kmthansacorp.com.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Cautionary Statements
This news release contains "forward-looking information"
within the meaning of applicable securities laws relating to the
proposal to complete the transactions and associated transactions,
including statements regarding the terms and conditions of the
transactions. The information about QXVC and the Property contained
in the press release has not been independently verified by the
Company. Although the Company believes in light of the experience
of its officers and directors, current conditions and expected
future developments and other factors that have been considered
appropriate that the expectations reflected in this forward-looking
information are reasonable, undue reliance should not be placed on
them because the Company can give no assurance that they will prove
to be correct. Readers are cautioned to not place undue reliance on
forward-looking information. Actual results and developments may
differ materially from those contemplated by these statements
depending on, among other things, the risks that the parties will
not proceed with the transactions and associated transactions, that
the ultimate terms of the transactions and associated transactions
will differ from those that currently are contemplated, and that
the transactions and associated transactions will not be
successfully completed for any reason (including the failure to
obtain the required approvals or clearances from regulatory
authorities). The terms and conditions of the transactions may
change based on the Company's due diligence and the receipt of tax,
corporate and securities law advice for both KMT and QXVC. The
statements in this press release are made as of the date of this
release. The Company undertakes no obligation to comment on
analyses, expectations or statements made by third-parties in
respect of the Company, QXVC, the Property, their securities, or
their respective financial or operating results (as
applicable).
The securities of KMT and QXVC 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.
SOURCE KMT-Hansa Corp.