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Gold Horn International Enterprises Group Limited Announces Letter of Intent for Proposed Qualifying Transaction With Cherub Limited

CALGARY, Alberta, Jan. 02, 2018 (GLOBE NEWSWIRE) -- Gold Horn International Enterprises Group Limited (TSXV:GHE) (the “Corporation” or “Gold Horn”) is pleased to announce that it has entered into a letter of intent (the “Letter of Intent”) with Cherub Limited (“Cherub”) and Tai Elaine Tuen Sheung and Tai Kwai Leung Keith (the “Vendors”) whereby Gold Ball Properties Limited, a wholly-owned subsidiary of Gold Horn (“Gold Ball”) will purchase certain properties of Cherub and Gold Horn will acquire a 60% interest in Cherub from the Vendors (the “Acquisition”). Upon completion of the Acquisition, Gold Horn (the “Resulting Issuer”) will continue to carry on the business of Cherub. The Resulting Issuer expects to list on the TSX Venture Exchange (the “Exchange”) as a tier 1 Real Estate Issuer.

Cherub is a Hong Kong based company with over 30 years of experience in property management and real estate development in Hong Kong. Cherub owns certain properties registered in the Yuen Long New Territories Land Registry as YUEN LONG TOWN LOT NO.269 and buildings thereon now known as “YUEN LONG COMMERCIAL CENTRE (元朗商業中心), No.18-24 Kau Yuk Road, Yuen Long, New Territories, Hong Kong (the “Properties”), which will be acquired by Gold Horn. 

Cherub provides property management services in the Hong Kong area in one of three ways: (i) contract acquisition, whereby Cherub replaces other property managers; (ii) open bids for management contracts with developers; and (iii) through property development.  Cherub also develops real estate in the Hong Kong area. 

Gold Horn was incorporated under the laws of Hong Kong and has a head office in Hong Kong’s Wan Chai district and is a “capital pool company” under the policies of the Exchange. It is intended that the Acquisition will constitute the “Qualifying Transaction” of Gold Horn, as such term is defined in the policies of the Exchange.

Proposed Financing

The terms of the Letter of Intent include that a brokered private placement (the “Private Placement”) will be completed in conjunction with, or prior to the closing of the Qualifying Transaction. The details of the Private Placement will be announced in a subsequent news release.  

The Qualifying Transaction

The final structure of the Acquisition is subject to receipt of tax, corporate and securities law advice for both Gold Horn and Cherub. The Acquisition will be carried out by parties dealing at arm’s length to one another and therefore will not be considered to be a “Non-Arm’s Length Qualifying Transaction”, as such term is defined under the policies of the Exchange.  As a result, a meeting of the shareholders of the Corporation is not required by the Exchange to approve the Qualifying Transaction. 

Under the terms of the Letter of Intent, Gold Horn and Cherub will negotiate and enter into a definitive agreement incorporating the principal terms of the contemplated Qualifying Transaction set forth herein and, such other terms and provisions of a more detailed nature as the parties may agree. The Resulting Issuer intends to issue options to the directors and officers of the Resulting Issuer, the details of which will be disclosed when finalized.

Sponsorship of Qualifying Transaction

Sponsorship of the Qualifying Transaction is required by the Exchange unless an exemption from this requirement can be obtained in accordance with the policies of the Exchange. The Corporation intends to apply for an exemption to the sponsorship requirement. There is no assurance that an exemption from this requirement will be obtained.

Trading Halt

The ordinary shares of Gold Horn are currently halted from trading and are not expected to resume trading until completion of the Qualifying Transaction.

Additional Information

If and when a definitive agreement between the Corporation and Cherub is executed, the Corporation will issue a subsequent press release in accordance with the policies of the Exchange containing its details including information relating to sponsorship, the Private Placement, the Proposed Management Team of the Resulting Issuer and summary financial information.

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, completion of the Private Placement, satisfactory due diligence by each of the Corporation and Cherub, the completion of a definitive agreement in respect of the Qualifying Transaction, closing conditions customary to transactions of the nature of the Qualifying Transaction, approvals of shareholders, director, regulators and third parties that may be necessary or desirable, Exchange acceptance and, if required by the Exchange policies, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approvals are obtained and there can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

For further information please contact:

Gold Horn International Enterprises
Group Limited:

Vick Dusik, Director
Telephone: (604) 818-4100
Cherub Limited:
Tai Elaine Tuen Sheung 
Telephone: (852 ) 247-33350

/EIN News/ -- Cautionary Statements

This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction and the Private Placement. The information about Cherub contained in the press release has not been independently verified by the Corporation. Although the Corporation 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 Corporation 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 Qualifying Transaction, the Private Placement and associated transactions, that the ultimate terms of the Qualifying Transaction, the Private Placement and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, the Letter of Intent, the Private Placement 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 Qualifying Transaction may change based on the Corporation’s due diligence (which is going to be limited as the Corporation intends largely to rely on the due diligence of other parties of the Qualifying Transaction to contain its costs, among other things) and the receipt of tax, corporate and securities law advice for both Gold Horn and Cherub. The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, Cherub, their securities, or their respective financial or operating results (as applicable).

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

The common shares 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.