Toronto, Ontario--(Newsfile Corp. - January 2, 2018) - Match Capital Resources Corporation (TSXV: MHC.H) ("Match") is pleased to announce that it has entered into a binding letter of intent (the "LOI"), with Gulf International Minerals & Energy Group Ltd. ("GIMEG Canada"), a private elder care facilities company that is developing its first five star retirement home resort brand called 'GULFCARE' ( the first of its kind of 5 star international Management System and Standard for Retirement Homes in China) , to acquire all the issued and outstanding securities of GIMEG Canada, resulting in a reverse take-over of Match by GIMEG Canada's shareholders (the "Transaction").
The Transaction is subject to TSX Venture Exchange ("TSXV") approval and applicable shareholder and regulatory approvals as set forth in more detail below. It is intended that the Transaction will be completed by way of an acquisition of GIMEG Canada, by Match on closing, provided however that, by mutual agreement, the parties may revise the structure of the acquisition to comply with all necessary legal and regulatory requirements, to minimize or eliminate any adverse tax consequences or to increase cost effectiveness. The Transaction is intended to result in a reverse take-over of Match by GIMEG Canada's shareholders. In connection with the Transaction, Match intends to apply for listing of its common shares on the Toronto Stock Exchange
Terms of the Agreement
Subject to the satisfaction of the conditions to closing on or prior to the closing of the Transaction (the "Closing Date"), Match will acquire GIMEG Canada and Match will issue post-consolidated common shares of Match to the shareholders of GIMEG Canada, in consideration for the transfer of their GIMEG Canada common shares to Match, on the basis that each common share held by shareholders of GIMEG Canada will be exchanged for shares of Match resulting in GMEG Canada becoming a wholly-owned subsidiary of Match.
Upon the closing of the Transaction, Match will be renamed "Gulfcare International Group (GIG)" or such other name as the parties agree to.
Match and GIMEG Canada have agreed to use all commercially reasonable efforts to close the Transaction prior to May 31, 2018. The LOI will terminate in the event the parties fail to enter into a definitive acquisition agreement on or prior to February 28, 2018, unless a later date is otherwise mutually agreed to by the parties.
As of the date hereof, Match has 8,615,445 common shares issued and outstanding and $220,000 of accrued liabilities, which includes approximately $207,000 of shareholder loans outstanding. Under the terms of the LOI, Match will consolidate all of its issued and outstanding securities on a one (1) new share for four (4) old shares basis (or such other ratio as may be required by Toronto Stock Exchange policies) and convert its outstanding shareholder loan and other debt into post-consolidated common shares of Match, subject to receipt of required regulatory and shareholder approval, and subject to final adjustment. Prior to the closing of the Transaction, subsequent to the consolidation and shareholder debt conversion, Match will have approximately 2,750,000 post-consolidation shares outstanding on a fully diluted basis.
On the closing of the Transaction (the "Closing"), Match will acquire all of the issued and outstanding common shares of GIMEG Canada in exchange for the issuance to GIMEG Canada's shareholders of approximately 137,000,000 post-consolidated common shares of Match. The final share exchange ratio will be determined by GIMEG Canada and Match on the Closing of the Transaction, such that the existing shareholders of Match will hold 2% of the issued and outstanding shares of the resulting company (the "Resulting Issuer").
Should GIMEG Canada raise additional capital pursuant to the Financings (as defined below) the final share exchange ratio will be appropriately adjusted.
Conditions of Closing
The closing of the Transaction is subject to several conditions including, among other things: (i) receipt of all regulatory approvals, including that of the Toronto Stock Exchange; (ii) requisite corporate approval of the various transactions contemplated by the Transaction from the directors and shareholders of Match and GIMEG Canada, as applicable; (iii) closing of the Financings, as described below, if required; (iv) the shareholders of Gulf International Minerals and Energy Group (HK) Co. Limited ("GIMEG Hong Kong") shall have transferred 100% of the common shares of Gimeg Hong Kong and its two China subsidiaries to GIMEG Canada; and (v) approval by the security holders of Match of (a) the proposed name change, (b) the consolidation of its outstanding shares on a one (1) for four (4) basis on or before the Closing Date, (c) the shares for debt settlement terms, and (d) the share issuances to the shareholders of GIMEG Canada.
GIMEG Canada intends to raise additional capital through one or more private placements of common shares of GIMEG Canada; one for working capital (the "Working Capital Financing"), and one for initial project financing ("Project Financing"), collectively referred to as the "Financings". The Working Capital Financing will be completed either prior to or concurrent with the final signing of the Definitive Agreement. The Use of Proceeds of the Working Capital Financing will include payment for all costs and expenses of the Transaction for GIMEG Canada and Match, as agreed. The Project Financing will be completed either prior to or concurrent with the Closing of the Transaction. The Use of Proceeds for the Project Financing will be for payment of the initial expenses of GIMEG Canada's long-term care facility project in China. The final terms, conditions and documentation for the Financings shall be in such a form as is satisfactory to GIMEG Canada in its sole and absolute discretion.
Business of GIMEG Canada and Companies:
GIMEG Canada is a Canadian controlled private corporation based in Toronto, Ontario. It was incorporated federally in Canada in 2017 by the shareholders of Gulf International Minerals And Energy Group (HK) Limited ("GIMEG Hong Kong"), the owners of the GULFCARE Brand and Projects. GIMEG Hong Kong has a GULFCARE management subsidiary located in Nanjing, China and a GULFCARE project company subsidiary located in Xuyi County, Huai'an City which is currently developing its first GULFCARE 5 star long term care facility (collectively, the "China Subsidiaries").
GIMEG Hong Kong's shareholders, prior to or concurrent with the closing of the Transaction, shall transfer 100% of the common shares GIMEG Hong Kong and the China Subsidiaries to GIMEG Canada resulting in GMEG Hong Kong and its subsidiaries becoming wholly-owned subsidiaries of GIMEG Canada.
GIMEG Hong Kong Company Overview:
GIMEG Hong Kong was established in 2009. GIMEG Hong Kong is involved in the sourcing, financing and development of energy, agriculture, healthcare and infrastructure projects internationally for both private and governmental sectors.
Since 2014, GIMEG Hong Kong has been working with the best medical institutions from the United States, Canada and Europe to develop the most technologically advanced medical centers, retirement and nursing homes, rehabilitation centers and nursing colleges.
GIMEG Hong Kong is also establishing a relationship with a world class renowned university and medical innovation center within China to help acquire medical technologies globally.
GIMEG Nanjing Company Overview:
The GULFCARE management company in Nanjing, Gulfcare Health Technology (Nanjing) Co., Ltd. ("GULFCARE Nanjing"), was established in early 2016 as a subsidiary of GIMEG Hong Kong to create with local and world class renowned medical and research institutions a GULFCARE International Retirement, Nursing and Medical Standard system. GULFCARE shall cooperate with the Chinese Government, Chinese universities, such as Beijing University, Nanjing University etc., and international institutions in order to establish Nursing Training Centers, which will help with China's growing demand for care. These Training Centers shall acquire the best global expertise in nursing care and retirement homes. For the GULFCARE Xuyi project ( the "GULFCARE Xuyi Project"), GULFCARE Nanjing has completed the project conceptual design and plan, a feasibility study and market research and assessment documentation. GULFCARE Nanjing shall in the future be involved in the management and operations of all the future GULFCARE Projects in China.
China Retirement and Nursing Home Market Overview:
China's economy has grown rapidly due to economic reforms and opening-up of friendly foreign investment policy: people's living standards and healthcare conditions have improved; the average life span has increased; and consequently the absolute number and relative proportion of the elderly has also increased. According to recent surveys and studies, by 2020, the proportion of the elderly in China over 60 and people over 65 years of age will be 16.23% and 11.30%, respectively; by 2030, 22.34% and 15.21%, respectively, and by 2040, 25% and 20%, respectively. By 2030, China will enter the super aging society. By 2050, the population of elderly over 60 years old will reach 450,000,000, accounting for 31% of the total population.
China's retirement agencies can currently only hold 0.8% of the elderly population, which is less than the 3% ratio in the developed countries. There is a lack of market supply.
GULFCARE Project, Land and Company Overview:
The Gulfcare Xuyi Project is an advanced retirement home model combining institutional healthcare and community integrated services, with the aim of providing high-end rehabilitation, healthcare and nursing, retirement tourism, nursing exchange programs and R&D of medical technologies.
The GULFCARE Xuyi Project land is located in the second and third-level protection area of National Forest Park, Tieshan Temple, Xuyi County, Huai'an City, Jiangsu Province, next to the town of Tianquan Lake.
GIMEG Hong Kong has entered into a binding agreement with the Government of Xuyi County, Jiangsu Province to be allocated the use of the GULFCARE Xuyi Project land for a minimum period of 50 years in accordance with China Urban Real Estate Development Policy on land allocation. Parts of the land are to be subsidized and parts to be allocated against a 50 year preferential lease fee. According to China's foreign investment policy, projects such as the GULFCARE retirement homes are categorized as encouraged investment projects and shall have preferential policies on taxation and subsidies. The final decision on subsidized and allocated land pricing will be made after the completion of a third party evaluation which will be disclosed in future press releases. The GULFCARE Xuyi Project approval documentation has already been obtained from the Government of China.
The GULFCARE Xuyi Project company (which can only be established on basis of project approval) has been created with the following business activities: the construction and operation of elderly care facilities and counseling services, rehabilitation nursing and training, accommodation (e.g. hotels) and catering services.
The GULFCARE Xuyi Project land area is 563.63 Acres, of which 284.07 Acres is non-construction forested land and 279.55 Acres construction land. The land has a lake waterfront on three sides. The lake area is approximately 9 km². The future total construction built up area will be 915,300㎡ which will be comprised of: a 2000 bed Rehabilitation Center, a 5000 bed Retirement Home, Nursing Training Centers, Medical Research Centers, a Healthcare Tourism facility and other supporting facilities and supporting healthcare apartment communities. The GULFCARE Xuyi Project will be implemented in three phases.
The Resulting Issuer after completion of the Transaction will use the net proceeds of the Financings to fund its operating expenses, to start the construction and the development of the GULFCARE Xuyi Project.
On the Closing of the Transaction the Resulting Issuer anticipates being classified as a Non-exempt Issuer that will meet the Toronto Stock Exchange's initial listing requirements.
Match and GIMEG Canada have agreed that upon the closing date, the board of directors of the Resulting Issuer shall consist of 11 directors to be appointed by GIMEG Canada. Management of the Resulting Issuer will also be provided in a subsequent press release, and will include Canadian and non-resident persons. The board and management will initially be comprised as a transition team and will evolve as GIMEG Canada achieves certain milestones. Such appointments are subject to the approval of the Toronto Stock Exchange.
The Board of the Resulting Issuer after the Qualifying of the Transaction and approval of the Toronto Stock Exchange will be as follows:
Mr. Khaled R. Sukayri - GIMEG and GULFCARE Founder - Chairman of the Board (Jordanian)
Mr. Khaled Sukayri with 12 years of experience in the fields of business, business management, Project management and development and international business relations under his belt, and speaking 3 languages fluently (Arabic, English, and Chinese), Mr. Sukayri founded and is heading Gulfcare medical brand and projects.
Dr. Douglas K. MacFadden MD, CM, and FRCPC, PhD - Member of the Board (Canadian)
Dr. MacFadden attended Queen's University for undergraduate work in biology before moving to McGill University where he completed his PhD in tumor immunology. He worked as the Director of the HIV Clinic and his research focused on the treatment of viral disease. His work in PCP resulted in the first successful treatment of PCP in respiratory failure.
Mr. Ivan Buzbuzian - Member of the Board (Canadian)
Mr. Buzbuzian has over 40 years' experience in both private and public companies, mergers and acquisitions, corporate finance, business development with a focus over the past 30 years on the development of RTO and IPO offerings in the Canadian market.
Sheikh Khalid M. F. Al Thunayan - Member of the Board (Saudi Arabian)
Sheikh Khalid Al Thunayan is a member of a prominent business family in Saudi Arabia and has over 30 years of experience in business development and investments. He has invested and was responsible for the success of 8 multimillion USD businesses and companies in Saudi Arabia and the GCC. Businesses ranging from Manufacturing, Infrastructure, Green Energy and Real Estate.
Mr. Khaled Dhyaei - Member of the Board (Canadian)
Mr. Khaled Al-Dhyaei is a multi-discipline international investor and has over 20 years of experience under his belt. Mr. Al-Dhyaei established multiple holdings companies in Saudi Arabia and other Middle Eastern and African countries. Mr. Al-Dhyaei has managed over $5 billion in investment capital and has funded more than tens of companies.
Mr. Gareth Wiggan - Member of the Board (Canadian)
Mr. Wiggan, has been involved in the medical and finance industry for over 30 years, having successfully, developed medical devices from "clean sheet" to FDA, HPB (Canada) and Shonin (Japan) approval. Mr. Wiggan has successfully, structured the financing of USD$135 Million dairy farm in United Arab Emirates and USD$238 Million marine vessel in China.
Mr. John Liddell - Member of the Board (American)
Mr. Liddell has been responsible for the composition of financial data transfers, program/project management and business development initiatives to include the promotion of Angel Investment Networks for small and medium sized businesses in both the government and the private sectors. He has spent a considerable time in China has been involved in a number of projects with the Central Committee, Provincial Government and City Governments in China.
Mr. Lyu Ji Jian - Member of the Board (China)
Mr. Lyu Ji Jian worked as the Division Director of the Department of Science and Technology of the Ministry of Foreign Economic Cooperation of the People's Republic of China, He also worked as the Deputy Director General of trade services and commercial services and the Deputy Director of Outward Investment & International Economic Cooperation of the Ministry of Commerce of the People's Republic of China and is currently the Chairman and CEO of Long Sheng Tian An Investment Consultation Co, LTD .
Mr. Song Chow - Member of the Board (China)
Mr. Chow has 30 years' experience in multi-million dollar infrastructure projects based on government tendering process. Mr. Chow is experienced in Chinese government regulations for construction as well as environmental impact assessment, coupled with EPC work flows and materials pricing and tendering.
Mr. Renaat Janssen - Member of the Board (Belgium)
Mr. Janssen has over 25 years of experience in Private and public companies and is currently the Executive Chairman of Alvogen Asia Pacific, He has experience in target acquisitions, portfolio focus and developing leadership teams. Mr. Janssen has years of experience in the Medical and Pharmaceutical Industries in Asia. Mr. Janssen was recently able to integrate US$160 million public company acquisitions and Oversee fund raising through bridge loan financing of over US$300 million.
Sponsorship and Valuation
A Sponsorship and Valuation of the Transaction may be required by the Toronto Stock Exchange or the TSXV, as applicable, in connection with the Transaction. If required the Company will obtain a Sponsor who will prepare a sponsor report with respect to the Transaction. The Company will also obtain a Valuation, if required.
Match's common shares are currently halted and Match anticipates they will remain halted until the documentation for the proposed Transaction required by the Toronto Stock Exchange or the TSXV, as applicable, can be provided to that exchange.
MATCH CAPITAL RESOURCES CORPORATION
Telephone: (416) 593-2980
Completion of the transaction is subject to a number of conditions, including but not limited to, Toronto Stock Exchange or TSXV acceptance, as applicable, and if applicable, disinterested shareholder 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. Investors are cautioned that, except as disclosed in the management information circular or filing statement 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 Match Capital Resources Inc. should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.