N@N

GHJ Capital Inc. announces qualifying transaction

_{//business-finance.news-articles.net/content/200 .. apital-inc-announces-qualifying-transaction.html}
^{Published in Business and Finance on Thursday, June 4th 2009 at 6:40 GMT, Last Modified on 2009-06-04 06:44:18 by Market Wire}  

 TORONTO, June 4 /CNW/ - GHJ Capital Inc. (TSXV:GHJ.P) ("GHJ"), a capital pool company, is pleased to announce that it has reached an agreement in principal to enter into a securities purchase agreement with EM Technologies, Inc. ("EMT"), a company formed under the laws of Barbados with its head office in Bridgetown, Barbados, to acquire all of the issued and outstanding shares of EMT (the "Business Combination") in exchange for the issuance of 23,278,577 shares from the treasury of GHJ on a one for one basis at a deemed price of US$0.50 per share and between an additional 2,740,000 and 10,000,000 shares in exchange for shares of EMT to be issued pursuant to a proposed private placement of EMT shares for gross proceeds of between US$1,370,000 and US$5,000,000 (the "EMT Financing"). As such the proposed purchase price of EMT will be between US$13,009,288.50 and US$16,639,288.50. GHJ currently has 2,717,200 common shares outstanding. The Business Combination, if completed, will constitute GHJ's capital pool qualifying transaction pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange"). Upon completion of the Business Combination, EMT will continue as a wholly-owned subsidiary of GHJ and, subject to approval by the shareholders of GHJ, GHJ's name will be changed to xRM Global Inc. (the "Resulting Issuer") upon the closing of the Business Combination. It is expected that the Resulting Issuer will be a Tier 2 Technology issuer on the Exchange. Completion of the Business Combination is subject to a number of conditions including (i) obtaining all necessary regulatory, board and shareholder approvals, including the approval of the Exchange; (ii) the approval of the Majority of the Minority of the shareholders of GHJ; (iii) completion of the EMT Financing; and (iv) satisfying such other conditions that are typical for a share exchange transaction of this type. The Business Combination is not a Non Arm's Length Qualifying Transaction. About GHJ GHJ was incorporated under the Business Corporation Act (Ontario) on April 29, 2008 and is a capital pool company under the policies of the Exchange. GHJ's sole business since incorporation has been to investigate business opportunities with a view to completing a qualifying transaction. About EMT EM Technologies, Inc. was incorporated on February 14, 2008 under The Companies Act 1982 (Barbados). The Corporation was established as a Barbados Domiciled IBC (International Business Company). EMT commenced operations in March 2008 as a client relationship management software-as-a-service solutions provider based in Bridgetown, Barbados and its operations commenced in March 2008. EMT markets, sells, designs, installs and maintains client relationship management software-as-a-service solutions for commercial customers. While EMT intends to continue to market and sell to in its current markets, it also intends to expand to other markets including Canada, Europe, China and the member countries of the Gulf Cooperation Council for the Arab States of the Gulf. Based on EMT's December 31, 2008 audited financial statements, prepared in accordance with Canadian generally accepted accounting principles, EMT had gross revenues of US$312,017, pre tax loss of US$(2,538,650), net loss and comprehensive loss of $US(2,566,081) and deficit of US$(2,566,081). EMT's total assets and total liabilities were US$585,109 and US$724,610, respectively, as at December 31, 2008. Proposed Management and Board of Directors of the Resulting Issuer The names, backgrounds and proposed insider positions of the persons who are expected to be the directors (the proposed number of initial directors is 4) and senior officers of the Resulting Issuer are set forth below: Gary Bartholomew - Mr. Bartholomew is a current director of GHJ and the Chief Executive Officer of EMT and is proposed to be the Chief Executive Officer and a director of the Resulting Issuer. Mr. Bartholomew has specialized in building financial services companies, both in the private and public sector. He has served three separate terms as CEO of CyberNorth Ventures Inc. ("CyberNorth"), a private investment company, initially from October 1992 to October 1998 and then from May 2003 to January 2004 and finally since February 2006. He has served as a director and consultant of HPMV since August 2003. He served as CEO and Chairman of Cervus from January 2004 to February 2006 through a management services agreement between HPMV and Cervus. He served as Chairman, CEO and a Director of Basis from October 1998 to December 2002, at which point he resigned as CEO and remained as Chairman and a director until May 2003. CyberNorth and HPMV continue as operating entities. Basis and Cervus were sold to other organizations. Mr. Bartholomew holds a Bachelor of Science degree from the University of Waterloo. Mr. Bartholomew current owns or controls 838,666 common shares of EMT. Jeff Patterson - Mr. Patterson is currently the CEO, CFO, Secretary and a director of GHJ and the Chief Financial Officer of EMT and is proposed to be the Chief Financial Officer, Secretary and a Director of the Resulting Issuer. Mr. Patterson has held leadership and other senior management positions in both public and private sector companies in Canada and USA with experience in developing and executing strategies, building strong management teams, acquisitions, divestitures, formal restructurings, designing and implementing new business models in mature industries and raising capital. He was a Director of and consultant to High Point Merchant Ventures Inc. ("HPMV"), a private investment company, from August 2003 to April 2008. He served as Vice-President Mergers & Acquisitions of Cervus Financial Group Inc. (TSX:CFG) ("Cervus"), a residential mortgage lender from January 2004 to June 2005 through a management services agreement between HPMV and Cervus. He served as President, Canadian Operations and Vice-President Mergers and Acquisitions of Basis100 Inc. (TSX:BAS) ("Basis"), a developer of technology solutions for the financial sector, from June 1999 to August 2003 and was a Director of Neotel International Inc. ("Neotel"), a provider of enterprise information technology, security and biometric identification products and services from June 2006 to October 2006 and was its interim CEO from September 2006 to October 2006. HPMV and Neotel continue as operating entities. Basis and Cervus were sold to other organizations. Mr. Patterson is a Chartered Accountant and obtained his MBA degree at the Rotman School of Business at the University of Toronto and his Bachelor of Arts (Mathematics) degree from the University of Western Ontario. Mr. Patterson current owns or controls 838,667 common shares of EMT. Eric Leslie - Mr. Leslie is proposed as a director of the Resulting Issuer. From 1991 to date Mr. Leslie has been active in Merchant Equities Capital Corp. a private company specializing in management consulting and financial services that he founded and of which he is currently the President. From 1995 to 2006 Mr. Leslie served as President of Merchant Equities Investments Inc., a private company that he co-founded that provided venture capital financing, financial workouts and restructuring consulting management services primarily to early stage public and private companies. As part of the services rendered by Merchant Equities Mr. Leslie served as an officer and or director of various public companies including; from March 2000 to May 2000 as an officer and director of Axis Port Inc., a public company listed on the Winnipeg Stock Exchange; from March 1997 to December 2003 as a director of Zeox Corporation (formerly C2C Mining Corporation), an industrial mineral company that at the time was trading on the CDNX Exchange; from May 2001 to October 2002 as a director of Bald Eagle Golf Corp., a public company listed on the CDNX Exchange; from September 1998 to September 1999 as an officer and director of Clement Systems Inc. (formerly Mendoza Capital Corp.), a public company listed on the Alberta Stock Exchange; from May 1995 to October 2005 as an officer and director of Oakhill Communications Inc. (formerly Capgrow Inc. that was previously listed to trade on the Alberta Stock Exchange); from September 1997 to March 2001 as an officer and director of Petro Field Industries Inc. (formerly Whitlaur Capital Corp.) a public company listed on the CDNX Exchange; from June 1993 to June 2007 as a director of Priva Inc., a public company listed on the TSX Venture Exchange; from January 1998 to February 2003 as a director of Samson Healthcare Corp., a public company listed on the CDNX Exchange; and from May 1997 to March 2003 as a director of Tribute Resources Inc., a public company listed on the CDNX Exchange. From October 2003 to date Mr. Leslie has served as CEO and as a director of Vanguard Exploration Corp. a private oil & gas exploration company. From August 2007 to June 2008 Mr. Leslie served as Secretary and from December 2007 to June 2008 as President, CEO and as a director of Park Place Energy Corp., a public oil & gas company listed on the OTCBB in the U.S. In April 2008 Mr. Leslie became CFO and joined the board of directors of AXQP Inc. ("AXQP"), a public shell company listed on the TSX Venture's NEX Board. AXQP is evaluating business opportunities that will facilitate graduating the company back onto the TSX Venture Exchange. In November 2008 Mr. Leslie joined the board of directors of Canadian Quantum Energy Corp. ("Canadian Quantum"), a company that was listed on the TSX Ventures NEX Board. In December 2008 Canadian Quantum graduated to trade on the TSX Venture Exchange. Mr. Leslie holds a Bachelor of Arts degree from the University of Western Ontario. Mr. Leslie current owns or controls 150,000 common shares of EMT. William (Doug) Beynon - Dr. Beynon is proposed as a director of the Resulting Issuer. Dr. Beynon has specialized in commercialization of computer and environmental technologies. He served as a Director, President and CEO of Unisearch Associates Inc. from 1998 through 2007 and in the additional capacity as Chairman of the Board from 2004 through 2007. Dr. Beynon was Regional Vice President of the Ontario Centre for Environmental Technology Advancement (OCETA) from 1993 to 1998. He became a Director of OCETA in 1999 and has been Chairman of the Board of OCETA from 2003 to present. Dr. Beynon is founding Chair of the Advisor Council for the Centre for Business, Entrepreneurship and Technology (CBET) at the University of Waterloo from 2003 to present. Dr. Beynon is a member of the Dean's Advisory Council at the University of Waterloo from 2007 to present. Dr. Beynon holds a Bachelor and a Master of Applied Science degrees from the University of Waterloo and a PhD in Business from the University of Kansas. Proposed EMT Financing The Business Combination Agreement contemplates EMT completing a financing to raise gross proceeds of a minimum US$1,370,000 and maximum US$5,000,000. EMT will pay to brokers a commission equal to 10% of the selling price for each EMT Share sold to an investor and issue to such brokers non-transferable broker's warrants entitling the Brokers to acquire that number of EMT Shares equal to 10% of the number of EMT Shares sold, exercisable at US$0.50 per share and valid for a period of 24 months from the closing of the financing. Related Party Transaction The Business Combination will constitute a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions. ("MI 61-101"), as a result, it will require GHJ minority shareholder approval, as stipulated in 61-101. GHJ is planning an annual and special shareholders meeting in July to secure the requisite shareholder approval for the Business Combination and other requisite corporate requirements. The Resulting Issuer will not be required to obtain a formal valuation for the Business Combination as it has an exemption available under s. 5.5(b) of 61-101. This is because it will be listed on the Exchange, which is not a specified market so as to require a formal valuation. Interest of Management and Others in Material Transactions The Insiders of GHJ and their respective associates and affiliates currently hold 718,000 GHJ shares representing 26.42% of the total outstanding GHJ shares. Following completion of the Business Combination based on the minimum EMT Financing, the Insiders of the Resulting Issuer will hold 2,512,000 Resulting Issuer Shares representing 8.74% of the then outstanding Resulting Issuer Shares (8.37% on a fully diluted basis). Following Completion of the Business Combination based on a maximum EMT Financing, the Insiders of the Resulting Issuer will hold 2,512,000 Resulting Issuer Shares representing 6.84% of the then outstanding Resulting Issuer Shares (6.47% on a fully diluted basis). Non-Arm's Length Party Material Transactions On December 9, 2008, Strategic Capital Opportunities Fund Ltd., a registered Cayman Islands mutual fund, purchased 1,000,000 EMT Shares at a price of US$0.50 per EMT Share resulting in gross proceeds of US$500,000. A cash commission of 10% of the gross proceeds of the financing was paid to an agent. On December 29, 2008, EMT obtained the EMT Bridge Loan in the amount of Cdn$80,000 from a non-arm's length party, Strategic Capital at an interest rate of 15% per annum. In conjunction with the bridge loan, a warrant was issued to purchase 131,000 shares of EMT at a price of US$0.50 per EMT Share expiring December 29, 2011. Gary Bartholomew, the Chief Executive Officer of EMT and Trevor Michael, the Director, International Business Development of EMT, are both directors of Strategic Capital. Each of Gary Bartholomew, Jeff Patterson, Howard Broughton and Trevor Michael provided advisory services to EMT (Georgia) for periods of between 6 and 14 months prior to the purchase of the assets of EMT (Georgia) by EMT. None of these individuals received monetary compensation for providing such services. Sponsor Research Capital Corporation has agreed to act as GHJ's sponsor for the acquisition of EMT. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Business Combination or the likelihood of completion. Prospectus Further information on EMT, the qualifying transaction and the Resulting Issuer can be found in GHJ's prospectus dated May 28, 2009 titled "Principal Disclosure Document Relating to a Proposed Qualifying Transaction" posted at [ www.sedar.com ]. Completion of the transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance, board, shareholder and other requisite approvals and the satisfaction of the minimum listing requirements of the Exchange. The transaction cannot close until Majority of Minority Shareholder Approval of GHJ shareholders is obtained. The transaction cannot close until EMT 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 preliminary prospectus, prospectus and management information circular to be prepared by 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release. 

For further information: Jeff Patterson, Chief Executive Officer, GHJ Capital Inc., Phone: (416) 258-4446, E-mail: [ jpatterson@hpmv.ca ]