AAP.P

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO US NEWSWIRE SERVICES

Alpha Peak Leisure Inc. (TSX VENTURE:AAP.P) (the "Company"), a capital pool
company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV") is
pleased to announce that on July 18, 2014, it has entered into a letter of
intent with Total Wonder Enterprises Limited (the "Target") to purchase all of
the issued and outstanding securities of the Target (the "Transaction") from the
shareholders of the Target. Upon completion of the Transaction, the Company will
be carrying on the business of the Target, which has the right to operate a
scenic tourism destination covering approximately 593 km2 called the Swallows'
Gully in Gonga Mountain International Tourism and Vacation Region, located in
Sichuan Province, China. 


Transaction Summary

The Transaction will be effected by the Company issuing 45,356,000 common shares
in the capital of the Company (the "Consideration Shares"), which Consideration
Shares will represent approximately 81% of the issued and outstanding shares of
the Company as of completion of the Transaction but prior to the completion of a
concurrent private placement for aggregate gross proceeds of not less than
$25,000,000 (the "Financing") at $1.80 per common share (the "Financing Price").



Upon the closing, the Target will become a wholly-owned subsidiary of the
Company. The Transaction is intended to constitute the Company's "Qualifying
Transaction" (as defined in Policy 2.4 of the TSXV) in accordance with the
policies of the TSXV. While two of the directors of the Company own collectively
10% of the issued and outstanding securities of the Target, they are not Control
Persons (as defined in the policies of the TSXV) of the Target. Accordingly, the
proposed Transaction is not a "Non-Arm's Length Qualifying Transaction" as
defined under Policy 2.4 of the TSXV. It is anticipated that the approval of the
shareholders of the Company will not be required. 


The Transaction will be completed pursuant to available exemptions from the
prospectus and registration requirements in Canada and the United States and any
other applicable securities legislation. The Consideration Shares will be
subject to such restrictions as may be imposed under applicable securities laws
including any required pooling or escrowing required by the TSXV. 


The proposed Transaction is subject to a number of terms and conditions,
including the entering into by the parties of a definitive agreement with
respect to the Transaction (such agreement to include representations,
warranties, conditions and covenants typical for a transaction of this nature),
the completion of satisfactory due diligence investigations, the approval of the
directors of each of the Company and of the Target, the completion of the
Financing at the Financing Price and the approval of the TSXV and other
applicable regulatory authorities.


In connection with the Transaction, the Target has agreed to a standstill until
September 30, 2014. Closing of the proposed Transaction is expected to be on or
before December 31, 2014.


The parties intend that the Company will be listed on the Toronto Stock Exchange
or as a Tier 1 industrial issuer on the TSXV following completion of the
Transaction. Trading in the common shares of the Company will remain halted
pending the satisfaction of all applicable requirements of the TSXV. There can
be no assurance that trading in the common shares of the Company will resume
prior to the completion of the Transaction. Further details concerning the
Transaction, the Target and other matters will be announced if and when a
definitive agreement is reached.


Information Concerning the Target

The Target, Total Wonder Enterprises Limited, is a privately held company
organized and existing under the laws of British Virgin Islands. The Target in
turn owns 100% of issued and outstanding share capital of Merit Sign Investments
Limited, a company organized and existing under the laws of Hong Kong. Merit
Sign Investments Limited in turn owns 100% of issued and outstanding share
capital of Gonga Terraferma Limited, a company organized under the laws of
People's Republic of China. 


Gonga Terraferma Limited holds the right to operate the scenic tourism
destination called the Swallows' Gully in Gonga Mountain International Tourism
and Vacation Region, located in Sichuan Province, China. This right to operate
covers an area of approximately 593 km2 and Gonga Terraferma Limited currently
generates revenues from charging entrance admissions from visitors and providing
visitors with transportation within the scenic tourism destination. 


The shareholders of the Target are: CN Lifestyle Limited, a private Hong Kong
company, Merit Sign Holding Limited Co., a private Hong Kong Company, Mr. Kai
Sing SO, Mr. Ka Yin Richard CHAN, Mr. So Han TAM, and Bridge Capital Limited, a
private Samoan company. All of the individual vendors are resident in Hong Kong
and all of the corporate vendors are owned and controlled by Hong Kong
residents. 


Management and Board of Directors of Resulting Issuer

At the Completion of the Transaction, the Board of Directors of the Company will
consist of 7 directors, of which one will be Mr. Dennis Tam and at least two
will be independent non-executive directors. The Target will have the right to
nominate all of the directors apart from Mr. Dennis Tam and will have the right
to nominate the Chairperson of the Board. The members of the Board of Directors
of the resulting issuer will be determined and announced as the Transaction
progresses. 


Sponsorship and Concurrent Financing

Canaccord Genuity Corp. will act as the sponsor in connection with the
Transaction. An agreement to sponsor should not be construed as any assurance
with respect to the merits of the Transaction or the likelihood of completion.
The Company is also in advanced discussions with leading, global investment
banks to act as agents for the Financing to be completed concurrently with the
Transaction, subject to completion of satisfactory due diligence and engagement
terms, etc. 


Cautionary Statement

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. 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
a capital pool company should be considered highly speculative.


The TSXV has in no way passed upon the merits of the proposed transaction and
has neither approved nor disapproved the contents of this press release.


About Alpha Peak Leisure Inc.

Alpha Peak Leisure Inc., a capital pool company within the meaning of the
policies of the TSXV, was incorporated in British Columbia on June 24, 2011 and
was listed on the Exchange on January 31, 2013. Alpha Peak Leisure Inc. does not
have any operations and has no assets other than cash. Alpha Peak Leisure Inc.'s
business is to identify and evaluate businesses and assets with a view to
completing a Transaction.


ON BEHALF OF THE BOARD OF DIRECTORS OF ALPHA PEAK LEISURE INC.

Dennis Chi-Wai Tam, Chairman, Chief Executive Officer and Director

Forward-Looking Statements: This news release includes certain forward-looking
information and forward-looking statements (collectively "Forward-Looking
Statements") concerning the future performance of the Company's business,
operations and financial performance and condition, as well as management's
objectives, strategies, beliefs and intentions. Specifically, this news release
includes Forward-Looking Statements regarding the completion of the Acquisition
and the Financing, the date of the closing of the Acquisition and details about
the Acquisition and the Financing. Forward-Looking Statements are frequently
identified by such words as "may", "will", "plan", "expect", "anticipate",
"estimate", "intend" and similar words referring to future events and results.
Forward-Looking Statements are based on the current opinions and expectations of
management. All Forward-Looking Statements are inherently uncertain and subject
to a variety of risks and uncertainties. Should one or more risks and
uncertainties materialize or should any assumptions prove incorrect, then actual
events or results may differ materially from those expressed or implied in the
Forward-Looking Statements and we caution against placing undue reliance
thereon. We assume no obligation to revise or update these Forward-Looking
Statements, except as required by applicable law.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Alpha Peak Leisure Inc.
Dennis Chi-Wai Tam
Chairman, Chief Executive Officer and Director
(852) 9212-1666
dr.tam@hotmail.ca


Alpha Peak Leisure Inc.
Samuel Yuen-Wai Tsang
Vice Chairman, President and Director
(852) 9861-3293
sywtsang@gmail.com


Alpha Peak Leisure Inc.
(Thurman) Tat Hong So
Chief Financial Officer, Corporate Secretary
and Director
(604) 448-5219
thurman@shaw.ca

Grafico Azioni (TSXV:AAP.P)
Storico
Da Mag 2024 a Giu 2024

Grafico Azioni (TSXV:AAP.P)
Storico
Da Giu 2023 a Giu 2024