Attached files
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| 8-K - Hongli Clean Energy Technologies Corp. | ableauctions-8k_020310.htm |
Exhibit
99.1
ABLEAUCTIONS
ANNOUNCES CLOSING DATE OF ACQUISITION OF SINOCOKING COAL AND COKE CHEMICAL
INDUSTRIES, INC., AND
FINAL
TERMS FOR PARTICIPANTS IN LIQUIDATING TRUST
Burnaby,
British Columbia – February 3, 2010 – Ableauctions.com Inc. (AMEX:AAC) (the
“Company”) announced today that the share exchange transaction with Top Favour
Limited, SinoCoking’s British Virgin Islands holding company (referred to as
“SinoCoking”) and the shareholders of Top Favour Limited, which was approved by
the Company’s shareholders on December 30, 2009, is scheduled to close on
February 5, 2010 (the “Closing Date”).
The
Company will file an amendment to its Articles of Incorporation which will be
effective on the Closing Date. The amendment to the Articles of
Incorporation will change the Company’s name to “SinoCoking Coal and Coke
Chemical Industries, Inc.” and will effect a 1-for-20 reverse split of the
Company’s issued and outstanding shares of common stock. On the
Closing Date, under the share exchange agreement dated July 17, 2009, the
Company will issue a total of 13,117,952 post reverse split shares of its common
stock to the holders of Top Favour Limited capital shares in exchange for all of
the issued and outstanding capital stock of Top Favour Limited, and the
Company’s current officers and directors will be replaced by the newly appointed
officers and directors of SinoCoking. Following the Closing Date, the
operations of SinoCoking, which include coal production and coke manufacturing,
will become the Company’s principal business.
As part
of the Closing, the Company will transfer its pre-acquisition assets into the
Able (U.S.) Liquidating Trust. The Able (U.S.) Liquidating Trust is
charged with liquidating the Company’s pre-acquisition assets, paying all
pre-acquisition liabilities incurred by the Company prior to the Closing Date
and distributing the remaining proceeds to the Company’s shareholders as of
February 5, 2010. The Able (U.S.) Liquidating Trust expects to make
periodic distributions until all the assets are liquidated and the net proceeds
paid-out.
All
holders of the Company’s common stock immediately prior to the reverse split
will be entitled to an appropriate distributive share of the proceeds from the
Able (U.S.) Liquidating Trust. Accordingly, open market purchasers of
the Company’s common stock following the reverse split will not be entitled to
proceeds from the Able (U.S.) Liquidating Trust, and their shares will trade on
a post-reverse-split, post-acquisition and post-liquidation
basis. Shareholders’ interests in the Able (U.S.) Liquidating Trust
will not be freely tradeable or transferrable, and no market will be available
for these rights. Entitlements to distributive shares of the proceeds
from the Able (U.S.) Liquidating Trust will be solely determined based on share
holdings immediately prior to the reverse split. Interests in the
Able (U.S.) Liquidating Trust will be regarded as separate from the shares of
the Company.
Post-reverse
split certificates will be issued in exchange for pre-reverse split certificates
relinquished to Interwest Stock Transfer Company, Inc., the Company’s transfer
agent. Stock held in street name will be replaced
electronically.
Assuming
that the closing takes place as scheduled, trading of the Company’s common stock
will be suspended by NYSE Amex prior to the opening of the market on February 8,
2010. We expect that the Company’s common stock will be quoted on the
OTC on February 8, 2010 or soon thereafter.
On or
immediately following the Closing Date, the Company anticipates completing the
initial closing of a private placement of its equity securities to certain
private investors, the details of which are to be announced in a subsequent
press release.
FOR
FURTHER INFORMATION PLEASE CONTACT:
Ableauctions.com
Vid
Wadhwani
Email:
investorrelations@ableauctions.com
Website:
www.ableauctions.com
About
Ableauctions.com
Ableauctions.com
Inc. (AMEX: “AAC”) is a high-tech liquidator and on-line auction facilitator
that operates the domains iCollector.com and Unlimited
Closeouts.com.
As an
on-line auction facilitator, the Company, with the experience of over 3,000
auctions, has developed state-of-the-art technology to broadcast auctions over
the Internet (www.ableauctions.com/technology)
and currently provides the technology and related services to auction houses,
enabling them to broadcast auctions over the Internet.
As a
liquidator, the Company, through Unlimited Closeouts, purchases overstocks,
order cancellations and discontinued products from major manufacturers and
importers, then sells the merchandise to major retail chains, other resellers or
the public.
About
SinoCoking
Top
Favour Limited, a British Virgin Islands holding company (“Top Favour”),
through its wholly owned subsidiary Pingdingshan Hongyuan Energy Science
and Technology Development Co., Ltd. (“Hongyuan”), controls Henan Province
Pingdingshan Hongli Coal & Coke Co., Ltd. (“Hongli”), a coal and
coal-coke producer in Henan Province in the central region of the People’s
Republic of China (“PRC” or “China”). Hongli produces coke, coal,
coal byproducts and electricity through its branch operation, Baofeng Coking
Factory, and its wholly owned subsidiaries, Baofeng Hongchang Coal Co., Ltd. and
Baofeng Hongguang Environment Protection Electricity Generating Co.,
Ltd. (collectively referred to as “SinoCoking”).
For
further information about SinoCoking, please refer to the Definitive Proxy
Statement of Ableauctions.com, Inc. filed on Schedule 14A with the Securities
and Exchange Commission on November 27, 2009.
For
a comprehensive Corporate Update and prior releases, visit www.ableauctions.com. For
more information, contact Investor Relations at investorrelations@ableauctions.com
This
press release contains forward-looking statements, particularly as related to,
among other things, the business plans of the Company, statements relating to
goals, plans and projections regarding the Company's financial position, the
Company's business strategy and the Company’s real estate development
project. The words or phrases "would be," "will allow," "intends to,"
"may result," "are expected to," "will continue," "anticipates," "expects,"
"estimate," "project," "indicate," "could," "potentially," "should," "believe,"
"considers" or similar expressions are intended to identify "forward-looking
statements." These forward-looking statements fall within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934
and are subject to the safe harbor created by these sections. Actual results
could differ materially from those projected in the forward-looking statements
as a result of a number of risks and uncertainties. Such forward-looking
statements are based on current expectations, involve known and unknown risks, a
reliance on third parties for information, transactions or orders that may be
cancelled, and other factors that may cause our actual results, performance or
achievements, or developments in our industry, to differ materially from the
anticipated results, performance or achievements expressed or implied by such
forward-looking statements. Factors that could cause actual results to differ
materially from anticipated results include risks and uncertainties related to
the global recession, the performance of our staff and management, our ability
to obtain financing, competition, general economic conditions and other factors
that are detailed in our Annual Report on Form 10-K and on documents we file
from time-to-time with the Securities and Exchange
Commission. Factors that could cause our real estate development
results to differ materials from anticipated results include delay experienced
during any phase of the project development (such as in obtaining permits) or
unforeseen problems (such as labor disputes, increasing materials costs, or an
inability to obtain adequate financing). Even if we are able to build
the project, the market for the units we build could decline. We
cannot guarantee you that our building projects will be successful or that we
will be able to recover the money we put into them. If our building
projects are unsuccessful, our business and our cash flow will be materially
adversely affected. Price changes may occur in the market as a whole,
or they may occur in only a particular company, industry, or sector of the
market. Real estate values and mortgage loans can be seriously
affected by factors such as interest rate fluctuations, bank liquidity, the
availability of financing, and by factors such as a zoning change or an increase
in property taxes. Since the majority of our investments are held in
Canadian funds, currency fluctuations may affect the value of our portfolio
significantly. There can be no assurance that the securities and
other assets in which we have invested will increase, or even maintain, their
value. Statements made herein are as of the date of this press
release and should not be relied upon as of any subsequent date. The Company
cautions readers not to place undue reliance on such statements. The Company
does not undertake, and the Company specifically disclaims any obligation, to
update any forward-looking statements to reflect occurrences, developments,
unanticipated events or circumstances after the date of such statement. Actual
results may differ materially from the Company's expectations and
estimates.