Completion of the Reverse Takeover of Cathay Forest Products Inc. and 1609060 Ontario Inc.TORONTO -- Anthony Ng, Chief Executive Officer of Cathay Forest Products Corp. (the "Company") is pleased to announce the completion of the reverse takeover A reverse takeover occurs when a publicly-traded smaller company acquires ownership of a larger company. It typically requires reorganization of capitalization of the acquiring company. of Cathay Forest Products Inc. and 1609060 Ontario Inc. previously announced on April 6, 2004 and receipt by the Company of TSXV final approval. The shares of the Company will commence trading on September 30, 2004. As part of the RTO (Recovery Time Objective) The amount of time a computer system or application can stop functioning before it is considered intolerable to the enterprise. It can be computed to be from seconds to days, depending on how critical the application is to the organization. , the Company received shareholder approval on September 15, 2004 and subsequently completed the following: (1) the issuance of 2,963,745 pre-consolidation common shares to settle $592,749 of debt; (2) a consolidation of its shares on a 1:5 basis, being one (1) post consolidation share for every five (5) pre-consolidation shares and subsequent name change to Cathay Forest Products Corp. which became effective on September 16, 2004; (3) continuance The adjournment or postponement of an action pending in a court to a later date of the same or another session of the court, granted by a court in response to a motion made by a party to a lawsuit. of the Company under the Canada Business Corporations Act The Canada Business Corporations Act, also known as Bill C-44, is a Canadian act respecting Canadian business corporations. See also
(4) the issuance of an aggregate of 35,881,153 post-consolidation common shares and 900,000 broker's warrants to acquire all of the issued and outstanding securities of Cathay Forest Products Inc. and 1609060 Ontario Inc. ("CashCo"). On September 15, 2004, The Company's shareholders also elected the board of directors of the Company consisting of the following members: (i) Jeffrey Butler (ii) Maurice J. Colson (iii) John Housser (iv) Steve Miller The name Steve Miller might refer to:
(v) Anthony Ng The Company also appointed the following officers: (1) Anthony Ng as President and Chief Executive Officer; and (2) Claude Ayache as Secretary and Chief Financial Officer. The Concurrent Private Placements CashCo received subscriptions for a total of 15,000,000 common shares at $0.40 a share for aggregate gross proceeds of $6,000,000. CashCo also issued a total of 900,000 non-transferable broker's warrants to Jennings Capital Inc., equal to 6% of the common shares sold, exercisable at an exercise price of $0.40 per share for a period of two years from the date of issuance. The CashCo broker's warrants have been exchanged fro broker's warrants of the Company on identical terms. Escrow escrow Instrument, such as a deed, money, or property, that constitutes evidence of obligations between two or more parties and is held by a third party. It is delivered by the third party only upon fulfillment of some condition. Of the 37,534,607 shares currently issued and outstanding, a total of 20,406,580 shares are being held in escrow, representing 54% of the issued and outstanding shares of the Company. Although the securities are subject to a TSXV value security release schedule, the escrow security holders have agreed to impose the following additional escrow release restrictions, which are compared to the TSXV requirements in the following table:
Release Date Percentage of Percentage of
Shares Released Shares Released
Pursuant to TSXV Pursuant to
Requirements Proposition of
Insiders of
Cathay Forest
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At the time of Exchange Bulletin 10% 10%
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6 months from Exchange Bulletin 15% 10%
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12 months from Exchange Bulletin 15% 0%
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18 months from Exchange Bulletin 15% 0%
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24 months from Exchange Bulletin 15% 10%
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30 months from Exchange Bulletin 15% 10%
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36 months from Exchange Bulletin 15% 15%
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42 months from Exchange Bulletin n/a 15%
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48 months from Exchange Bulletin n/a 15%
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54 months from Exchange Bulletin n/a 15%
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About Cathay Forest Cathay Forest is a Canadian corporation with a 51% interest in Shanghai Shengtai Forest Co. Ltd. ("SSF SSF Scalable Simulation Framework SSF Single Stock Futures SSF Service Switching Function SSF Small Form Factor SSF Svenska Simförbundet (Swedish Swimming Association) SSF Space Station Freedom SSF Society of St. "), a Sino Foreign Joint Venture based in Shanghai, Peoples Republic of China. Of the remaining 49% interest in SSF; 30% is owned by Shanghai Guangzhao Plant Fast-Growing Technology Co. Ltd. ("Guangzhao"), and 19% by Shanghai Science & Technology Investment Co. Ltd. ("SSTIC"). SSF has planted 1,800 ha of fast growing short rotation aspen (poplar Poplar, city, England Poplar, former metropolitan borough, SE England. See Tower Hamlets. poplar, in botany poplar: see willow. ) trees in the spring of 2004 and anticipates planting up to an additional 7,200 ha prior to the end of the year. In addition, SSF is planning to plant 20,000 ha in each of 2005, 2006 and 2007, for a total of approximately 70,000 ha, yielding up to approximately 3.5 million cubic metres Noun 1. cubic metre - a metric unit of volume or capacity equal to 1000 liters cubic meter, kiloliter, kilolitre metric capacity unit - a capacity unit defined in metric terms of wood fibre per year. For complete details on the above transactions and the Company's partners, management encourages investors and interested parties to consult the Management Information Circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible of Pacific Vegas Global Strategies Inc. dated July 29, 2004 and filed on SEDAR SEDAR System for Electronic Document Analysis and Retrieval SEDAR Southeast Data, Assessment, and Review . Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. All statements, other than statements of historical fact, in this news release are forward-looking statements that involve various risks and uncertainties, including, without limitation, statements regarding the future plans and objectives of the Company. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety The whole, in contradistinction to a moiety or part only. When land is conveyed to Husband and Wife, they do not take by moieties, but both are seised of the entirety. by this notice. The Company assumes no obligation to update forward-looking statements should circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or or management's estimates or opinions change. 37,534,607 Shares Outstanding CATHAY FOREST PRODUCTS CORP. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension VENTURE:CFZ CFZ Centre for Fortean Zoology CFZ Critical Friendly Zone (field artillery term) CFZ Canucks Fan Zone (Vancouver Canucks fan site) ) |
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