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Manor Global Inc. Signs Securities Exchange Agreement for Qualifying Transaction.


TORONTO -- Manor Global Inc. (the "Company")(TSX TSX Toronto Stock Exchange (TSE before April, 2002)
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 VENTURE:GGV GGV GNOME GhostView .P), further to the previously announced agreement in principle with Sichuan Dexin Mining Resources Co. Ltd, of Chengdu, Sichuan, PRC ("Dexin") to acquire a 100% interest over a lithium exploration property located in Jinchuan County, Sichuan Province, PRC held by Dexin pursuant to a mineral exploration permit issued by the Ministry of Land and Resources of the PRC (the "Property"), announces the signing of a securities exchange agreement (the "Agreement") to acquire Dexin, indirectly through the acquisition of West China Mining Resources Holdings Limited ("West China"), a company incorporated in the British Virgin Islands British Virgin Islands

A British colony in the eastern Caribbean east of Puerto Rico and the U.S. Virgin Islands. Road Town, on Tortola Island, is the capital. Population: 21,700.

Noun 1.
 which owns all shares of Dexin (the "Acquisition").

Subject to TSX Venture Exchange TSX Venture Exchange

Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors.
 (the "Exchange") approval, the Acquisition will serve as the Company's qualifying transaction ("Qualifying Transaction"). In conjunction with and as a result of the Qualifying Transaction, the Company will also seek approval to list as a Tier 2 Mining Issuer on the Exchange. The Acquisition does not constitute a Non-Arm's Length Qualifying Transaction under the Policies of the Exchange.

An independent qualified person, Don H. Hains, P.Geo Senior Associate Industrial Minerals Specialist of the firm Watts, Griffis and McQuat Limited, Consulting Geologists and Engineers, was engaged to prepare a technical report (the "Report") with respect to the Property. The Report will be summarized in 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
 for the shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation.  to approve the Acquisition and will be filed on SEDAR SEDAR System for Electronic Document Analysis and Retrieval
SEDAR Southeast Data, Assessment, and Review
 concurrently therewith there·with  
adv.
1. With that, this, or it.

2. In addition to that.

3. Archaic Immediately thereafter.

Adv. 1.
.

Among other things, the Agreement provides that the Company will acquire all of the issued and outstanding shares of West China in exchange for 32,381,859 post-consolidation common shares of the Company and change its name to China Dexin Resources Inc. In addition, the following transactions are proposed:

- Manor will consolidate its current 8,120,140 outstanding common shares at a 1:2 ratio, so the number of common shares outstanding will be reduced to 4,064,070 prior to the Acquisition.

- Maison Placement Canada Inc. ("Maison") has agreed to act as the Company's sponsor in connection with the application to the Exchange for the approval of the Acquisition and the other transactions contemplated by the Agreement. Investors are cautioned that an agreement to sponsor should not be construed as any assurance with respect of the merits of the Qualifying Transaction or the likelihood of its completion. The Sponsor is not related or connected to the Company, West China, Dexin or FinanceCo under applicable securities legislation. The Sponsor will, however, be paid a fee of $55,000 plus GST GST
abbr.
Greenwich sidereal time


GST (in Australia, New Zealand, and Canada) Goods and Services Tax
, plus expenses, in connection with the completion of a sponsorship report on the Acquisition prepared for the Exchange.

- The Company has signed an engagement letter with Maison regarding a brokered private placement on a best efforts basis of a minimum of 6,000,000 common shares of the Company and a maximum of 16,666,666 common shares of the Company at a price of $0.30 per post-consolidation share, for gross proceeds of a minimum of $1,800,000 and a maximum of about $5,000,000, to be completed concurrently with the closing of the Acquisition. The proceeds of this private placement will be used to fund the ongoing operations of the resulting issuer upon completion of the Acquisition. Maison will receive a fee of $10,000 (plus GST) and a 4% commission, plus reasonable costs and expenses. Maison's fee also includes broker warrants entitling Maison to purchase 9% of the resulting issuer's common shares for a period of twenty four months from the completion of the Acquisition.

- Arm's length arm's length adj. the description of an agreement made by two parties freely and independently of each other, and without some special relationship, such as being a relative, having another deal on the side or one party having complete control of the other.  investors who have funded the initial transaction costs Transaction Costs

Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it).
 will receive 1 million post-consolidation shares in the Company on completion of the Acquisition.

- The Company will issue 1,500,000 post-consolidation Common Shares to 1063844 Ontario Inc., Polyanna Chan and Hou Shu Ying as a finder's fee Finder's fee

A fee a person or company charges for service as an intermediary in a transaction.


finder's fee

The charge levied by a person or firm for putting together a deal.
 in relation to the Acquisition. These parties are at arm's length from West China, Dexin and the Company. The hold period for these Common Shares expires four months after they are issued.

- The Company was considering a transaction to spin out a potential business opportunity related to Glory Golden Mining & Exploration Inc., initially described in the Company's prospectus dated July 14, 2005. Following consultation with the TSXV, the proposal will not be pursued at this time.

Management Team and Board of Directors of the Resulting Issuer

Upon completion of the Acquisition, it is proposed that the following individuals will comprise the senior management team and/or Board of Directors of the resulting issuer known as "China Dexin Resources Inc".

Mr. Bin Zhu (B.Sc.) is proposed as Chairman, Chief Executive Officer and Director. Mr. Zhu is one of the principal shareholders of West China. Mr. Zhu has 17 years of experience in various industry sectors in China. In 1995, Mr. Zhu was the general manager of Shanghai Dong Rui Trading Co. Ltd., Chengdu branch, and is the founder and general manager of several enterprises, including Chengdu Somo Nano Advanced Materials Advanced Materials is a leading peer-reviewed materials science journal published every two weeks. Advanced Materials includes Communications, Reviews, and Feature Articles from the cutting edge of materials science, including topics in chemistry, physics,  Technology Co. Ltd., Chengdu Somo Nano Bioscience Technology Co. Ltd. and Chengdu Somo Nano Technology Co. Ltd. In April 2004, he set up Sichuan Dexin Mining Resources Ltd. and is the Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . Mr. Zhu is citizen and resident of China.

Mr. Zhengquan Philip Chen (B.Sc., MBA MBA
abbr.
Master of Business Administration

Noun 1. MBA - a master's degree in business
Master in Business, Master in Business Administration
, LL.M LL.M Legum Magister (Master of Laws) ) is proposed as President and Director. Mr. Chen is the co-founder, director and President of Macrovista Capital Inc., a corporate finance consulting company Noun 1. consulting company - a firm of experts providing professional advice to an organization for a fee
consulting firm

business firm, firm, house - the members of a business organization that owns or operates one or more establishments; "he worked for a
 based in Toronto, established in September 2005. Prior to that, since February 1998 Mr. Chen has been a senior associate of Zeuspac Capital Bancorp Ltd., an international private investment bank. Prior to joining Zeuspac, Mr. Chen served as the Executive Vice President at Sturdy International Group (SIG) in New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
. Mr. Chen is citizen and resident of Canada.

Mr. Hsin-Mao Hsieh is proposed as a Director. Mr. Hsieh has over 27 years experience in the electric industry. He began his business career in 1978 founding Taiwan ADDA Corporation, an electronic machinery technology company, and has been Chairman since its inception. Mr. Hsieh is citizen and resident of China.

Mr. Wenqing Huang is proposed as the Chief Operating Officer Chief Operating Officer (COO)

The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president.
. Mr. Huang has over 25 years experience in the mining industry in China. Mr. Huang held positions as Geological Engineer, Chief of the Geophysical Brigade, and Chief of Project Division while at the Sichuan Province Geology and Mining Development Bureau. Mr. Wenqing Huang has been involved in numerous projects including iron ore projects, tin mines tin mine nmina de estaño

tin mine nmine f d'étain

tin mine tin nZinnbergwerk nt 
, the Miyi Vanadium-Titanium-Magnet Project, the Jiulong Copper Mining Property, the Hanyuan Copper Property and the Ganze Gold Mining Project. He graduated from the Chengdu College of Geology in 1979. Mr. Huang is citizen and resident of China.

Mr. Benedict M. Leung (B. Comm., CA) is proposed as the Chief Financial Officer and Director. Mr. Leung is a chartered accountant char·tered accountant
n. Chiefly British Abbr. CA
A member of one of the institutes of accountants granted a royal charter.
. Mr. Leung is currently the Chief Financial Officer of Red Dragon Resources Corp. and is the managing partner of Leung & Company, Chartered Accountants (Toronto). Mr. Leung is citizen and resident of Canada.

Mr. Roland Frederick Hodder (B.Sc., MBA) is a proposed Director. Mr. Hodder was Senior Vice-President of Nelson Resources Limited, serving previously as Chief Financial Officer of Nelson Resources Limited. He had previously served as Chairman of Chaparral Resources, Inc. He also held the position of President of Kazakhstan Investment Management LLP LLP - Lower Layer Protocol . Mr. Hodder is citizen of the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  and resident of the United Kingdom.

Mr. Harvey H. McKenzie (B.Sc., CA) is a proposed Director. Mr. McKenzie serves as Chief Financial Officer at Card One Plus Inc. He also served as Chief Financial Officer of Thistle thistle, popular name for many spiny and usually weedy plants, but especially applied to members of the family Asteraceae (aster family) that have spiny leaves and often showy heads of purple, rose, white, or yellow flowers followed by thistledown seeds (a favorite  Mining Inc., as a director of PacRim Resources Ltd., as a director and Chief Financial Officer of Eurasia Gold Corp. and serves as an independent director of GlobeStar Mining Corp. He previously served as independent consultant at Sun Life of Canada (Toronto, Ontario). Mr. McKenzie is citizen and resident of Canada.

Mr. Robert William Schafer (BSc, MSc, PhD) is a proposed Director. Mr. Schafer serves as Vice-President of Hunter Dickinson Inc., a private mining company, as a director of Copper Ridge Explorations Inc., as a director of International Royalty Corporation, and as a director of South Pacific Minerals Corporation. He had previously served as a director of Royal Victoria Minerals Ltd. He served as President, Chief Executive Officer and Director at Coniagas Resources Ltd. He also served as President, Chief Executive Officer and Director at Castle Rock Resources Inc., as Vice President, Exploration, of Kinross Gold Kinross Gold Corporation (TSX: K, NYSE: KGC) is a Canadian gold mining company. It is the seventh largest primary gold producer in the world.[1] See also
  • Gold as an investment
  • Gold mining
References

1. ^ Kinross Gold.
 Corporation, as a director of Mirage Resource Corporation, and as a director of Welcome Opportunities Ltd. (now Endeavour Mining Capital Corp.). Mr. Schafer is citizen and resident of the United States.

Ms. Shan Liu is a proposed Director. Ms. Liu is a professional opera singer, particularly well known in China. She has also served as a partner of Canadian Northstar, a partnership that is in the business of exporting machinery for the printing industry to China. Ms. Liu is citizen and resident of Canada.

Approvals

Completion of the Acquisition and related transactions is subject to a number of conditions, including but not limited to, Exchange acceptance, shareholder approval and any other necessary regulatory approvals. The Acquisition and related transactions will not be completed until the required approvals are obtained. The Company cannot offer any assurances that the Acquisition and related 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 Acquisition, any information released or received from third parties with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Company has been halted and will remain halted pending review of the proposed Acquisition by the Exchange. Trading in the securities of the resulting issuer after the Acquisition should be considered highly speculative. Mineral exploration is an inherently high risk venture. There is no assurance that the Company will be able to successfully exploit the Property.

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. The TSX Venture Exchange does not accept responsibility for the accuracy or adequacy of this press release.

Manor Global Inc. (TSX VENTURE:GGV.P)
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jan 23, 2006
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