CHINA KELI ELECTRIC COMPANY LTD. ("ZKL")
[formerly HSF Capital Corporation ("HSF.H")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement-Brokered, Name Change, Graduation from NEX to TSX Venture, Resume Trading
BULLETIN DATE: May 4, 2010
NEX Company
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated March 26, 2010. As a result, at the opening Wednesday, May 5, 2010, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
1. Acquisition:
The acquisition of Creature Grace Ltd. in consideration of the issuance of 14,454,545 shares and 47,545,455 Special Warrants ("SW"). Each SW can be converted into a common share for no additional consideration.
An advisory fee of $300,000 payable to Evans & Evans Inc. is applicable.
2. Private Placement:
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced September 1, 2009:
Number of Shares: 17,508,673 shares
Purchase Price: $0.30 per share
Number of Placees: 190 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Gordon Medland P 40,000
Kit Teng Leong Y 350,000
Michael Raymont Y 6,500
Agents' Fees: Cash commission of $320,208.07 to Canaccord Financial Ltd.
1,067,359 warrants ($0.30 per share for 24 months) to Canaccord Financial Ltd. and the selling group.
Corporate finance fee of $80,000 plus 333,333 shares to Canaccord Financial Ltd.
3. Name Change:
Pursuant to a resolution passed by Directors on April 20, 2010, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening Wednesday, May 5, 2010, the common shares of China Keli Electric Company Ltd. will commence trading on TSX Venture Exchange, and the common shares of HSF Capital Corporation will be delisted. The Company is classified as a 'Manufacturing' company.
Capitalization: Unlimited shares with no par value of which
89,950,995 shares are issued and outstanding (includes shares that are to be issued pursuant to the exercise of the Special Warrants)
Escrow: 63,564,000
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: ZKL (new)
CUSIP Number: 168930 10 5 (new)
4. Graduation from NEX to TSX Venture:
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Wednesday, May 5, 2010, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Vancouver.
The Exchange has been advised that the above transactions have been completed.
Company Contact: George Dorin
Company Address: Suite 210 - 10451 Shellbridge way
Richmond, BC V6X 2W8
Company Phone Number: (604) 270-9690
Company Fax Number: (604) 687-6314
Company Email Address: gdorin@canuscapital.com
TSX-X
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