Lingxian Capital Inc. Announces Amendment to the Letter of Intent for Proposed Qualifying Transaction


December 14, 2014

Vancouver, BC / TNW-ACCESSWIRE / December 12, 2014 / Lingxian Capital Inc. (the “Company“), a capital pool company pursuant to Policy 2.4 (the “Policy“) of the TSX Venture Exchange (the “TSXV“), announced today that its previously announced letter of intent (the “LOI“) dated August 13, 2014 relating to a business combination (the “Transaction“) between the Company and Jinsili International Steel Holdings Co., Ltd. (“Jinsili“) has been amended. The general terms of the LOI were previously announced by press release dated August 14, 2014. The proposed Transaction is intended to constitute the “qualifying transaction” (as such term is defined in the Policy) of the Company, and on closing of the Transaction, the resulting issuer (the “Resulting Issuer“) will be listed as a Tier 2 “Industrial” issuer on the TSXV.

The parties entered into the first amendment to the LOI (the “First Amendment“), which has extended the date by which the parties will conclude the execution of a definitive agreement and closing of the Transaction to March 31, 2015 or such later date as may be mutually agreed upon by the parties. The proposed Transaction is subject to a number of terms and conditions, including but not limited to, the completion of a concurrent financing not less than $500,000, and the receipt of all necessary regulatory, corporate and third party approvals, including the approval of the TSXV.

The First Amendment also revised the terms regarding the finder in that a finder’s fee will be payable, upon closing of the Transaction and subject to acceptance of the TSXV, to Qu Bo International Trading Company Limited, a private company registered in British Virgin Islands and an arm’s length party to the Company and Jinsili. The finder’s fee is to be paid in 500,000 common shares (the “Finder’s Shares“) of the Resulting Issuer at the deemed price of $0.19 together with 500,000 non-transferable finder’s warrants (the “Finder’s Warrants“). Each of Finder’s Warrants entitles the finder to purchase one additional common share of the Resulting Issuer at a price of $0.19 for a period of two years from the date of the closing of the Transaction.

About Lingxian Capital Inc.

Lingxian Capital Inc., a capital pool company within the meaning of the Policy of the TSXV, was incorporated in British Columbia on July 16, 2012 and listed on the TSXV on May 23, 2014. The Company does not have any operations and has no assets other than cash. The Company’s business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction (as such term is defined in the Policy).

For More Information

For more information, please contact:

Herrick Lau, CEO

Telephone: 1-778-331-2082


This press release may contain “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans” “expects” or “does not expect”, “proposed”, “is expected”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information in respect of the Company and Jinsili reflects the Company’s and Jinsili’s, as the case may be, current beliefs and is based on information currently available to the Company and Jinsili, respectively, and on assumptions the Company and Jinsili, as the case may be, believes are reasonable. These assumptions include, but are not limited to, management’s assumptions about the TSXV approval for the Transaction, closing of the Concurrent Offering, the Resulting Issuer’s anticipated share structure.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, Jinsili or the Resulting Issuer to be materially different from those expressed or implied by such forward-looking information. Although the Company and Jinsili have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release represent the expectations of the Company and Jinsili as of the date of this press release and, accordingly, are subject to change after such date. However, each of the Company and Jinsili expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of minority approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

All information contained in this press release with respect to Jinsili was provided by Jinsili to the Company for inclusion herein. The Company and its directors and officers have not independently verified such information and have relied exclusively on Jinsili for any information concerning Jinsisli.

Investors are cautioned that, except as disclosed in the filing statement or information circular, as the case may be, to be prepared in connection with the Transaction, any information released or received with respect to the 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.

The TSX Venture Exchange has in no way passed on the merits of the proposed Transaction and has neither approved or disapproved the contents of this press release.

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

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