FSC / Press Release
Dynasty Gaming Continues to Update Shareholders
* Definitive Agreement Signed for Acquisition of China-Based Advisory and Investment Firm
* Barry Sheehy Appointed as Interim Chief Executive Officer
* Albert Barbusci to Remain as Senior Strategic Advisor
Montreal, Quebec CANADA, March 08, 2010 /FSC/ - Dynasty Gaming Inc. (DNY - TSX Venture, DNYFF - OTCBB), ("Dynasty") today announced that it has entered into a share exchange agreement with Redrock Capital Group Ltd. (BVI) ("Redrock") dated March 5, 2010, (the "Share Exchange Agreement" or "Agreement") whereby Dynasty has agreed to acquire (the "Proposed Acquisition") certain assets and business rights from Redrock, a China-based direct investment and financial advisory services business, by way of a reverse takeover transaction. Under the terms of the Agreement, Dynasty will change its corporate name to "ThinkTank Solutions, Inc." ("TSI") and become an investment and advisory services company specializing in the Chinese real estate and technology media and telecom ("TMT") markets.
Under the terms of the Agreement, subject to certain required regulatory and shareholder approvals, as well as other conditions contained in the Agreement, Redrock will sell to Dynasty certain assets belonging to Redrock's real estate investment advisory services business in consideration for common shares to be issued from Dynasty. As part of the Proposed Acquisition, Dynasty will acquire the intellectual property assets and business rights to Redrock's real estate and TMT investment and advisory services business. Dynasty will also acquire Redrock's 19 percent share equity in Phoenix Microelectronics (China) Co. Ltd. ("Phoenix"), the largest Chinese manufacturer and supplier of high-memory SIM card microprocessors for 3G phones, which Redrock received as compensation for its investment advisory services to Phoenix. The 19 percent share equity was valued by a Chinese Certified Public Valuator1 on December 15, 2009 at approximately $9.9 million. The total consideration payable to Redrock in exchange for the transfer of the foregoing assets will be 45 million post-consolidation common shares in the share capital of Dynasty.
Following the completion of the Proposed Acquisition, TSI's business operations will consist of: 1) project management and advisory services for real estate development projects; 2) corporate finance advisory and management services for small to medium size real estate development companies from China's second and third tier cities; and 3) business advisory services for, and potential strategic investment in, Chinese TMT companies. TSI's main source of revenue is expected to come from the sale and/or monetization of the equity interests that TSI intends to acquire in its client companies or real estate projects in return for its advisory services.
Immediately prior to the closing of the Proposed Acquisition, Dynasty intends to effect a consolidation of all of the issued and outstanding common shares of Dynasty on the basis of one new common share (collectively, the "Post-Consolidation Shares") for every ten common shares currently issued and outstanding. The Post-Consolidation Shares to be issued to Redrock pursuant to the Proposed Acquisition will be subject to the escrow requirements of the policies of the TSX Venture Exchange, as applicable.
Concurrent with, and as a condition of, the Proposed Acquisition, Dynasty will complete a private placement, through the issue of pre-consolidation subscription receipts that upon conversion will result in an issue of 4,666,666 Post-Consolidation Shares, to eligible Canadian accredited investors for aggregate gross proceeds to Dynasty of $350,000. The net proceeds of the private placement will be used to liquidate Dynasty's existing debt. The successful completion of this private placement and the settlement of all outstanding debt owed by Dynasty is a condition precedent of the Agreement.
As a result of the closing of the transaction, it is expected that Dynasty will have 58,901,423 Post- Consolidation Shares issued and outstanding, of which: a) Dynasty's existing shareholders will hold 9,234,757 shares (or 15.7% of the total Post-Consolidation Shares); b) subscribers to the private placement offering will hold 4,666,666 shares (or 7.9% of the Post-Consolidation Shares); and c) Redrock will hold 45,000,000 shares (or 76.4% of the Post-Consolidation Shares).
The Board of Directors of TSI following the completion of the Proposed Acquisition will be comprised of Dr. Bruno Wu, Mr. Kong Xian Ming, Mr. Barry Sheehy and Ms. Yan Xu. Detailed biographies for each of the directors will be available in the Management Information Circular that will be prepared and sent to each Dynasty shareholder in connection with the annual and special meeting of shareholders to consider the Proposed Acquisition, the common shares consolidation and related matters.
The senior officers of TSI will be Dr. Bruno Wu as CEO and Mrs. Carla Zhou as CFO. Mr. Robert Lupacchino will continue to act as a Canadian consulting CFO for TSI.
Dr. Bruno Zheng Wu is one of China's leading business and media entrepreneurs. He is the Co-Founder and former Chairman (from 1999 until August, 2007) of the Sun Media Investment Holdings Group ("SMIH") and the Chairman of the Redrock. Prior to founding SMIH, Dr. Wu served as the Chief Operating Officer of Asia Television Ltd., one of the two free-to-air networks in Hong Kong, from 1998 until 1999. From 2001 to 2002, Dr. Wu served as the Co-Chairman of Sina Corporation, the world's leading Chinese internet media company. Dr. Wu also served as a director and key strategic advisor to Shanda Entertainment Company, the world's leading on-line game company, from 1996 until the end of 2009. He holds a PhD in international politics from Fudan University in Shanghai. Dr. Wu will devote a large portion of his time to the business and affairs of TSI.
Mrs. Carla Zhou is an experienced corporate financial manager in China. Prior to her post as CFO of Redrock, she served as CFO for the Sun Media Group, one of China's largest privately-owned media groups. Mrs. Zhou has also served as the CFO of NextMart Inc. and China Grand Resorts, both NASDAQ OTCBB-listed companies. While at Sun Media Group, she also held the position of assistant to the Chairman, HR Director, and Vice-President. Mrs. Zhou holds an Executive MBA from Tsinhua University and is a graduate of the Shanghai University of Finance and Economics. Mrs. Zhou will devote the majority of her time to the business and affairs of TSI.
In the Agreement, Dynasty warrants to Redrock that its subsidiary companies, including Mahjong Development Inc., Mahjong Systems Ltd., Mahjong Systems (Cypress) Ltd. and seventy-five percent owned DNY (BVI) Ltd., which currently holds a Game Distribution and Online Operation License Agreement with Sega Corporation (the "Sega Agreement"), will be disposed of prior to the closing of the Proposed Acquisition. Dynasty's Chairman of the Board, President and CEO, Mr. Albert Barbusci, has resigned from his positions in order to facilitate the disposal of these subsidiary companies and pursue a negotiated settlement of the Sega Agreement regarding Dynasty's outstanding payable of $4 million to Sega Corporation. Mr. Barbusci will continue his association with Dynasty/TSI as a Senior Strategic Advisor and shareholder in order to facilitate the Proposed Acquisition.
Dynasty is pleased to announce that Mr. Barry Sheehy will assume the position of Chairman of the Board, President and interim CEO until the closing of the Proposed Acquisition, at which time Mr. Wu will be appointed Chairman and CEO of TSI. Mr. Sheehy, a Canadian resident, is recognized as one of the top 100 leadership and strategy executives in the world (Executive Leadership Publishing) and has provided strategic consulting services to CEOs of Fortune 100 multi-national corporations in more than a dozen countries in North America, Europe, the Middle East and the Pacific Rim. Mr. Sheehy holds degrees from Loyola and McGill Universities as well as The Canadian Forces School of Electronics Engineering and is a decorated veteran of the Canadian Armed Forces. Mr. Sheehy has been a long-standing investor and strategic consultant to Dynasty and has experience in the governance and management of publicly-traded companies.
TSI's head office and primary base of operations will be located in Beijing, China. TSI's registered office will remain located in Montreal, Quebec and will also serve as a local representative office in order to direct activities associated with investor relations, regulatory compliance, financial reporting and marketing of TSI services to potential Canadian and U.S. investors.
The Proposed Acquisition is subject to, among other things, the lifting of a cease trade order ("CTO") which was issued by certain Canadian securities regulatory authorities on April 8, 2009 in respect of the securities of Dynasty for failure to file its 2008 audited financial statements within the required time period. Dynasty has filed the required financial statements and MD&A on SEDAR and is in the process of working with the applicable securities regulatory authorities in order to lift the CTO. Dynasty will also be communicating with the TSX Venture Exchange in order to apply for the reinstatement of trading of its common shares on the TSX Venture Exchange if and when the CTO has been lifted.
The Proposed Acquisition is also subject to the approval of Dynasty's shareholders, as well as all applicable regulatory approvals, including that of the TSX Venture Exchange. To this end, Dynasty has retained the services of CTI Capital Securities Inc. to act as Sponsor in connection with the Proposed Acquisition.
The Board of Directors is of the view that the Proposed Acquisition is in the best interests of the corporation and is intended to be a significant opportunity for shareholders to recapture and potentially realize substantial value through their ownership of an investment advisory business that is associated with the rapidly-growing real estate and TMT markets in China.
Dynasty is committed to holding its annual and special meeting of shareholders within a maximum of 90 days following the CTO lift. Further information regarding the Proposed Acquisition and the corporation's progress with regard to the CTO lift will be provided in a follow-up news release.
About Dynasty Gaming Inc.
Dynasty's issued and outstanding common shares are widely held by Canadian and U.S. investors. Additional information regarding Dynasty can be found under the corporation's issuer profile at SEDAR (www.sedar.com).
For additional information contact:
Albert Barbusci
Senior Strategic Advisor
Dynasty Gaming Inc.
(514) 288-0900 ext. 224
or
Barry Sheehy
Interim President and Chief Executive Officer
Dynasty Gaming Inc.
(905) 891-3753
Forward-Looking Statements
This news release contains statements that constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable securities legislation. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond the control of Dynasty Gaming Inc. ("Dynasty"). Actual results or achievements may differ materially from those expressed in, or implied by, this forward-looking information. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that Dynasty will derive therefrom. In particular, no assurance can be given as to whether the proposed reverse takeover transaction with Redrock Capital Group Ltd. (BVI) will be completed. Forward-looking information is based on the estimates and opinions of Dynasty's management at the time the information is released and Dynasty does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
1 The valuation company is Beijing Huadeheng Assets Evaluation Col, Ltd., a subsidiary of the Bode Equity Group, an international investment firm, with offices in Switzerland, Germany, Beijing and Hong Kong (http://www.chinabode.com/index1.asp).
Source: Dynasty Gaming Inc. (DNY - TSX-V) (DNYFF - OTCBB) http://www.dynastygaming.com
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