Crownia Holdings Ltd.
(formerly Lingxian Capital Inc.)
Suite 1980, 1075 West Georgia Street
Vancouver, British Columbia, V6E 3C9
Telephone: (604) 688-9588; Fax: (778) 329-9361
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Crownia announces completion of qualifying transaction
VANCOUVER, BRITISH COLUMBIA, September 11, 2015 – Crownia Holdings Ltd. (formerly Lingxian Capital Inc.) (“Crownia” or the “Company”) (TSX-V: CNH), is pleased to announce that it has completed its Qualifying Transaction (as defined in Policy 2.4 – Capital Pool Companies of the Corporate Finance Manual (the “Manual”) of the TSX Venture Exchange (the “Exchange”), as previously described in its press releases dated August 14, 2014 and December 14, 2014 and more particularly set out in its filing statement dated August 27, 2015 (the “Filing Statement”), which is available under the profile of the Company at www.sedar.com. As a result of the completion of the Qualifying Transaction, the Company has ceased to be a Capital Pool Company (as defined in the Manual). The Company expects trading in its common shares (the “Shares”) to commence at the opening of the market on Tuesday, September 15, 2015. The Shares will be reinstated for trading under the symbol “CNH”. The Company will be classified as an “Industrial” Tier 2 Issuer on the Exchange.
The Company completed the Qualifying Transaction through the acquisition of all of the outstanding equity securities (the “Acquisition”) of Jinsili International Steel Holdings Co., Ltd. (“Jinsili”). Pursuant to a share purchase and exchange agreement with respect to the Acquisition, the Company acquired all of the issued and outstanding equity securities of Jinsili from Xizhou Tong, the sole holder thereof in exchange for the issuance of an aggregate of 22,000,000 Shares in the capital of the Company (the “Consideration Shares”). As a result of the Acquisition,, Jinsili is now a wholly- owned subsidiary of the Company.
In addition, in accordance with the policies of the Exchange and pursuant to a finder’s fee agreement, the Company issued 500,000 Shares (the “Finder Shares”) and 500,000 warrants (the “Finder Warrants”) as a finder’s fee in connection with the completion of the Qualifying Transaction. Each Finder Warrant entitles the holder to purchase one additional Share at $0.19 per share for a period of 24 months,
In connection with the Qualifying Transaction, Xizhou Tong, the President and a director of the Company, has ownership or exercises control or direction over an aggregate of 22,000,000 Shares in the capital of the Company, representing approximately 68.37% of the issued and outstanding Shares of the Company, on fully diluted basis.
In connection with the Qualifying Transaction, the Company completed a non-brokered private placement financing (the “Concurrent Financing”) of an aggregate of 2,500,000 Shares (each, a “Concurrent Financing Share”) at a price of $0.20 per Concurrent Financing Share for aggregate gross proceeds of approximately $500,000.
Directors and Officers
In connection with the Qualifying Transaction, certain directors and officers of the Company resigned and were appointed, such that the directors and officers of the Company are now as follows:
Herrick Lau – Chief Executive Officer
Xizhou Tong – President and Director
Bing Sun – Chief Operating Officer
Amanda Tseng – Chief Financial Officer and Corporate Secretary
Jiu Wen Wu – Director
Jin (Fiona) Zhou – Director
Vincent Wai Kin Pang – Director
Ian Mallmann – Director
For further biographical information about the foregoing persons, see the Filing Statement.
The Company has changed its name from Lingxian Capital Inc. to Crownia Holdings Ltd. The common shares of the Company will commence trading under its new name with the symbol “CNH”.
In connection with the Qualifying Transaction, the Company, Jinsili, Xizhou Tong and Leede Financial Markets Inc. (the “Sponsor”) entered into a sponsorship agreement dated August 25, 2015. The Company paid to the Sponsor a total of $70,000 (plus applicable taxes) as sponsor fee plus sponsor’s expenses and costs.
As disclosed in the Filing Statement, the Consideration Shares are subject to an Exchange Surplus Escrow Agreement to be released in stages over the following three years.
In addition, the Consideration Shares are subject to a voting agreement pursuant to which in any circumstances upon which any shareholder’s vote, consent or other approval is sought, the holders of the Consideration Shares shall be merely entitled to vote the Shares that have then been released from escrow.
The Concurrent Financing Shares, the Finder Shares and the Finder Warrants issued in connection with the Concurrent Financing are all subject to a four month and one day hold period under applicable Canadian securities laws commenced at the closing of the Qualifying Transaction.
None of such securities have been or will be registered under the United States Securities Act of 1933, as amended (the
“1933 Act”), and none of them may be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.
ON BEHALF OF THE BOARD
Chief Executive Officer
Crownia Holdings Ltd.
FOR MORE INFORMATION, PLEASE CONTACT:
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this release.