Notice Of Interest To MonArc Corporation (MONA) Shareholders UpdateSep 1, 2008
Pink OTC Markets News Service
Beijing, China— Beijing, September 1 2008 - MonArc Corporation www.monacorporation.com (Pink Sheets: MONA - News) is pleased to provide this corporate update to its shareholders and followers. Although parts of this update may not be news worthy to some of the company's investing public, the issuer has disseminated this update through a limited reach Pink Sheet news service. Nonetheless, the company sees this as a great way to convey daily activities and updates to its shareholders and followers via this "NOTICE OF INTEREST TO GLCC SHAREHOLDERS (UPDATE NOTICE)"
The issuer would also like to use this opportunity to express its gratitude to its followers and shareholders on their patience, and fortitude while the company engaged in these complex transactions and relatively reserved itself to a quiet period on these topics which is now coming to an end.
On or about June 20, 2008 the issuer completed the private placement. The company utilized some of these funds, to seek growth opportunities primarily in China. A Chinese based Oil company was identified. At the same time the issuer looked at acquiring a hotel broadband ISP. The issuer posted the complete business plan of Hubei Chuguan Industry Co.Ltd on the FILINGS section of Pink Sheets. The issuer also filed a simplified short version (due to the size of the full version 7 megs)
The issuer's mindset was to eventually spin off or sell off these companies and to obtain a larger position in the Oil Company. A Chinese based marketing company MCD was also targeted however proved to be a much larger acquisition target that the issuer could not absorb. In the course of negotiations and discussions the issuer became the subject of acquisition.
The issuer consulted with its board members and advisors and began the exploration of a buy out of the controlling position. The transaction is set to close with MCD on or about September 11, 2008. MCD is the process of developing its English based web site that will link in from the issuer's corporate web site. The formal announcement, the web site launch of MCD and the complete new management and board appointment will take place in 30-45 days (transition period) or thereabouts from September 11 2008 scheduled closing day. The transition period will allow the current MONA management to resolve any outstanding matters, and sale of remaining assets.
The current MONA management has negotiated an autonomous cession of PP365.Com and its interest in Inotrek ISP interest from MCD after September 11 2008 to allow the now current management to find a suitable purchaser for these assets. The company is currently negotiating with 1 purchaser on all cash basis. The entire proceeds of this sale will be paid out to current MONA shareholders. No pay date has yet been set.
On the status of other asset disposition, the issuer has identified 1 purchaser for its Oil Company position. The Oil Company (Hubei Chuguan Industry Co.Ltd) is part of a larger conglomerate with revenues in the 80-100 million dollar range and assets in the 400-500 million range. The issuer's stake is in the Hubei Chuguan Industry Co.Ltd (Environmental) division with current revenues of about 10 million dollars and assets of about 20 million. The issuer's corporate advisors and management believes that a dividend of 10-12 million dollars to MONA shareholders may be achieved in this transaction.
The issuers current secretary and X CEO Mr.Garr Winters, who was instrumental in the Hubei Chuguan Industry Co.Ltd transaction and the separate MCD transaction, has also been chosen by the MONA board members and Mr.Chan the current MONA CEO to quarterback these 2 separate dividend payouts to MONA shareholders. Mr.Garr Winters said "Although it is too premature to say, when all is said and done, with these asset sales the dividend could topple 12c to 18c per share in total"
Mr.Winters has indicated that he will not seek the appointment with the issuer in any capacity after the merger and asset sale. Under the terms of the MCD purchase agreement, MCD has made a condition prescient that Mr.Winters remain as a transitional officer for North America until the MCD board can select a new suitable North American representative. The issuer and management are of the opinion that some amicable and a workable solution can be found. Mr.Winters is currently acting as an advisor, and secretary to several small cap publicly traded companies, and in the process of being named as a CEO of an OTCBB company engaged in transportation services.
Moving forward (Corporate Compliance) MCD has indicated that it is desirous of obtaining the Pink Sheets Current Issuer status. Currently all documentation has been filed and under review with Pink Sheets. The issuer has heard back from Pink Sheets and Pink Sheets compliance Department is seeking a more detailed opinion from lawyer. The issuer has retained new legal advisor from North East USA, who is currently reviewing all documents before a 2nd legal opinion can be provided. MCD is also eager to achieve a solicited issuer status. Its new management continues to work with its primary market maker Aurora Financial to achieve this and has instructed its legal advisor to assist in this task. A 2nd market maker West Minister is also assisting in an advisory capacity.
MCD is a relatively large company in terms of revenues, sales, and operations. MCD sees MONA as a stepping stone, into the entry of the public markets. MCD is eager to see the successful completion of the Corporate Compliance stage. Once the Corporate Compliance is completed MCD next logical step would be to have MONA reinstate itself to being an SEC reporting issuer. MONA delisted from being an SEC reporting issuer by filing a 15-12G form on or about May 17 2008. MCD is desirous to add its 7,000 plus current shareholder base to MONA. Under the rules when an issuer surpasses 500 shareholders it must become a solicited issuer.
Mr Yong Chan MONA CEO said "MONA stock has never for one reason or another received the respect it truly deserves. I can sympathise with many shareholders and at times also share some of their Sinicism, that arises from unsolicited and or non SEC reporting issuers pounding their chest proclaiming their desires to up list to OTCBB and later nothing comes of it. In our case, and should this Corporate Compliance not come to a fruition MCD management has indicated that they will spin out of MONA and vend into an OTCBB taking all the current MONA shareholders with them to OTCBB or wherever they choose to up list to".
In summary this 30-45 day transition period will serve more than just that. MONA current management is confident that the Corporate Compliance threshold can be met and this achieved.
Mr.Winters added "To me the glass is always half full. In the event for whatever reason this Corporate Compliance threshold cannot be met then one of the solutions would be for MCD to do what Mr.Chan here suggested and perhaps one of the other options is to convert MONA to a USA based Special Purpose Acquisition Company (SPAC).
Mr. Winters further added SPAC is a special purpose acquisition corporation, commonly known as a "SPAC," and formally a "development stage company," is generally incorporated with the primary objective of raising funds through a public offering of its securities primarily for purpose of acquiring one or more operating companies. The Founding Stockholders purchase the company's common stock for nominal consideration and generally retain, after completion of the IPO, 20% of the SPAC's common equity. Some or all of the Founding Stockholders also serve as the SPAC management team that will search for prospective target operating companies.
The most distinguishing characteristic of a SPAC is that it gives investors the opportunity to vote on potential transactions and redeem a portion of their proceeds held in the trust account if they vote against a proposed transaction.
One of the unique characteristics that MONA can offer is a constant dividend to its shareholders in all of these various China based companies. I know that some of the corporate financiers and even some X large shareholders would welcome this transformation and they have indicated to me that they would increase their positions quickly. MONA is finally en route to getting some respect and price increase which is long overdue.
Mr Wong the spokesperson for MCD said "This is one of the reasons MCD management has made it condition precedent that Mr. Winters remain as our Secretary at least for the good part of this and next year, as he seems to be quite knowledgeable in this field, and able to put this all together that can benefit the current MONA shareholders and more than 7,000 of MCD participants.
This is very important to us, and the reason MONA is attractive to us. Its management and its connections, without that we have over 50,000 other candidates to choose from. We believe that MONA is the best candidate for our short and long term objectives.
The common shares of the Company are currently listed in the USA (symbol MONA) and the Frankfurt Stock Exchange (Xe:GZWM)
CONTACT: corporate@monacorporation.com
Safe Harbour Statement
Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: Certain forward information contained in this release contains forward-looking statements that involve risk and uncertainties, including but not limited to, those relating to development and expansion activities, domestic and global conditions, and market competition.
The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not Pink OTC Markets Inc. are solely responsible for the accuracy of such news releases.
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