January 29, 2007 17:00 ET

Nature Genetiks Capital Inc. Announces the Closing of its Qualifying Transaction With Mercator Transport Group Corporation and Announces a New Private Placement of $514,800.00

LAVAL, QUEBEC--(CCNMatthews - Jan. 29, 2007) - Nature Genetiks Capital Inc. ("Genetiks") (which changed its name to "Mercator Transport Group Corporation"), formerly a capital pool corporation (TSX VENTURE:LNG.P) is pleased to announce that it has completed the closing of its qualifying transaction following the approval thereof by its minority shareholders at the Special Meeting of the Shareholders held on December 15, 2006 in Laval.

In accordance with the letter of intent signed on August 22, 2006, Genetiks has concluded a share purchase and exchange agreement with all the shareholders of Mercator Transport Group Corporation ("Mercator Group") for an aggregate purchase price of $ 2,983,500.00, payable by the issuance of 16,575,000 common shares of Genetiks at a price of $ 0.18 per share.

The transaction was conditional upon a simultaneous private placement of a minimum of $ 250,000.00 and a maximum of $ 300,000.00 through the issuance of common shares of the share capital of Genetiks at a price of $ 0.18 per common share. A private placement of $ 252,000.00 was finalized on December 27, 2006. Among the subscribers to this investment, Mr. Michel G . Maila, Mr. Laurent M. Marchal and Fiducie CFQC whose one of the beneficiary and fiduciary is Mr. Bernard Mercier acquired each 100 000 common shares in a $0.18 unit price. The shares emitted within this private placement cannot be resold before April 27, 2007.

The following conditions also had to be completed prior to the closing of the qualifying transaction and all of which were realized fully :

(i) Completion by Genetiks of a due diligence investigation of Mercator Group;

(ii) Receipt of a sponsor report from a firm recognized by the TSX Venture Exchange (the "TSX-V"), in compliance with the requirements of the TSX-V;

(iii) Receipt of all regulatory approvals required under the applicable laws, regulations and policies;

(iv) Receipt of an independent evaluation report containing conclusions that are satisfactory to the parties;

(v) No material adverse change was to occur in the business of the corporations of the Mercator Group until the closing of the qualifying transaction; and

(vi) Approval by a majority of the minority shareholders of Genetiks.

All of the documentation pertaining to the qualifying transaction of Genetiks was duly filed with the relevant securities regulatory authorities and the TSX-V. The TSX-V has issued its Final Exchange Bulletin approving the qualifying transaction on January 29, 2007.

During the Special Meeting of the Shareholders of Genetiks held on December 15, 2006, the shareholders approved the change of corporate name from Nature Genetiks Capital Inc. to Mercator Transport Group Corporation and the following directors were elected :

- Mr. Jean-Pierre Apelian;

- Mr. Xavier Ayme;

- Mr. Bernard Mercier;

- Mr. Alexandre Jarry;

- Ms. Jennifer L. Boyle;

- Mr. Laurent M. Marchal; and

- Mr. Michel G. Maila.

During the first meeting of the Board of Directors following the Special Meeting of the Shareholders, the directors made the following appointments:

- Mr. Jean-Pierre Apelian as President and Chief Executive Officer of the Corporation;

- Mr. Xavier Ayme as Vice-President, Chief Operating Officer and interim Chief Financial Officer;

- Mr. Alexandre Jarry as Secretary; and,

- Mr. Bernard Mercier as Chairman of the Board.

The shareholders have also approved an amendment to section 2.2 of the stock option plan removing the variable limit characteristic of the plan and setting at 4,300,000 the number of common shares reserved for issuance under the plan.

As of January 29, 2007, the Corporation has granted the following stock options at an exercise price of $ 0.20 per common share, said options expiring five (5) years following the date of grant:

Name Number of options granted
Jennifer Kennedy 200,000
Denis Couroux 200,000
Bernard Mercier 100,000
Jean-Pierre Apelian 300,000
Xavier Ayme 300,000
Jennifer L. Boyle 100,000
Michel G. Maila 100,000
Alexandre Jarry 100,000
Laurent Marchal 100,000
Joe Cardoso 50,000
Total 1,550,000

New private placement

On January 26, 2007, Mercator Group has concluded an agreement with Crystal-Vintage Growth Corporation in regards with an investment of 514 800,00$, without the intervention of a broker, in return of the issuance of 2 860 000 common shares of Mercator Group's authorized capital, for a unit price of $0,18.

The private placement is considered as a qualified transaction with a person not dealing at arm's length given that Mr Jean-Pierre Apelian is a director, president and a shareholder of Crystal-Vintage and director, president, Chief Executive Officer and shareholder of Mercator Group; that Mr Xavier Ayme is a director and a shareholder of Crystal-Vintage and director, vice-president and Chief Operation Officer, interim Chief Financial Officer and shareholder of Mercator Group; that Mr Patrick Bazinet is a director, secretary and a shareholder of Crystal-Vintage and shareholder of Mercator Group; and that Mrs Jennyfer L. Boyle is a director and a shareholder of Crystal-Vintage and director of Group Mercator. Consequently, Crystal-Vintage intends to require the approval of the qualified transaction by its minority shareholders.

This private investment will constitute the qualified transaction of Crystal-Vintage Growth Corporation in accordance with Policy 2.4 of the TSX-V.

The Mercator Group specializes in maritime, land and air transportation brokers services at the national and international levels and in international logistics. The clients of Mercator Group are all over the world.

The Mercator Group offers high value-added services in global supply chain management, designs and leads tailor-made transportation and logistics solutions, selects and coordinates a network of quality sub-contractors, managing all documentary, regulatory, banking and customs aspects of its clients' freight-forwarding. In these roles, the Mercator Group acts both as an international freight-forwarder and a limited liability broker in international logistics.

The Mercator Group is positioned in market that is characterized by both fragmented niche areas and a tendency towards concentration and distinguishes itself by a policy of closeness, tailor-made services and the dedication of its partners. This unique positioning is reinforced by Mercator's commitment to innovation in certain niche and growing markets internationally. By its size and its organization, the Mercator Group offers custom made industrial services to its clients with the best of its size and versatility.

Since the TSX-V has issued its Final Exchange Bulletin approving the qualifying transaction, the common shares of Mercator Transport Group Corporation will begin trading on the TSX-V under the symbol "GMT" on January 30, 2007.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Mercator Transport Group Corporation
    Alexandre Jarry