TORONTO, ONTARIO--(Marketwire - June 3, 2011) - China Green Star Agricultural Corporation (the "Corporation"). This press release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report (the "Early Warning Report") regarding the acquisition of securities of the Corporation by Bliss Time Limited ("Bliss Time") of Tortola, British Virgin Islands.
On May 31, 2011, the Corporation completed a qualifying transaction (the "Qualifying Transaction") with Sino Elite Group Limited, a Hong Kong based company that has economic benefit in and control over Fujian Pucheng Star of Green Foodstuff Co., Ltd. Pursuant to the Qualifying Transaction, Bliss Time announced today that it has acquired ownership over 4,374,994 common shares, representing 29.03% of the issued and outstanding common shares of the Corporation and 6,207,816 special warrants. Each special warrant will be convertible into one common share for no additional consideration at any time provided that public shareholders as determined by the TSX Venture Exchange hold at least 20% of the total outstanding post-consolidation common shares after the conversion. If all of the special warrants are exercised, Bliss Time would hold a total of 10,402,80 common shares, representing 32.08% of the then issued and outstanding common shares of the Corporation on a fully diluted basis.
Mr. Guan Lianyun is the sole director and officer of the Offeror and a director and president of the Corporation. Mr. Guan also has an option to acquire all outstanding shares of the Offeror pursuant to an option agreement dated March 30, 2010 between Mr. Guan and Ms. Lucy Xia (the "Bliss Time Option Agreement").
Bliss Time has advised the Corporation that there is no agreement, arrangement, commitment, or understanding with respect to the voting of any of its securities of the Corporation other than an escrow agreement dated May 31, 2011 among the Corporation, Olympia Transfer Services Inc., Bliss Time and certain other shareholders of the Corporation (the "Escrow Agreement") and the Bliss Time Option Agreement. The common shares and special warrants were acquired to effect the Qualifying Transaction for investment purposes and Bliss Time may increase or decrease its beneficial ownership or control depending on market or other conditions.
A copy of the Early Warning Report may be found on www.SEDAR.com.
Contact Information:
greenstarguan@163.com