Anchor Capital Corporation
TSX VENTURE : ANC.P

March 15, 2017 12:33 ET

Anchor Capital Corporation Announces Extension of Time to Complete Qualifying Transaction and Update to Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwired - March 15, 2017) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Anchor Capital Corporation ("Anchor" or the "Corporation") (TSX VENTURE:ANC.P) is pleased to announce that the TSX Venture Exchange (the "TSXV") has granted an extension for the completion of the Corporation's previously announced qualifying transaction involving a proposed business combination (the "Transaction") with Mark One Lifestyle, Inc. ("Mark One") to September 7, 2017 (the "Extension Deadline"). In the event the Transaction is not completed by the Extension Deadline, the Corporation shall be required to transfer its common shares (the "Anchor Common Shares") to NEX by filing a NEX listing notification with the TSXV, and cancelling its outstanding seed shares held by non-arm's length parties of the Corporation. In the event the Corporation fails to complete the Transaction or transfer the Anchor Common Shares to NEX prior to the Extension Deadline, the Anchor Common Shares will be delisted.

Concurrent Private Placement

The Corporation further announces that Mark One has entered into an engagement letter dated effective March 1, 2017 (the "Engagement Letter") with Gravitas Securities Inc. (the "Agent") in connection with the previously announced proposed private placement (the "Private Placement") of subscription receipts of Mark One (the "Subscription Receipts") to be completed in connection with the Transaction. The Subscription Receipts shall be offered at a price of CAD$0.50 per Subscription Receipt for gross proceeds of a minimum of CAD$10,000,000 and a maximum of CAD$15,000,000. Each Subscription Receipt will entitle the holder to receive, without payment of any further consideration, one common share in the capital of the resulting issuer pursuant to the Transaction ("NewCo"). Pursuant to the Engagement Letter, the Agent has agreed to act as agent on a commercially reasonable "best efforts" basis for the Private Placement, and shall be entitled to invite other investment dealers to form a selling group of agents in connection with the Private Placement. The Agent shall be paid a cash commission of 8% and granted such number of broker warrants (a "Broker Warrant") equal to 8% of the number of Subscription Receipts sold by the Agent in connection with the Private Placement, with each Broker Warrant entitling the holder to purchase one common share in the capital of NewCo at a price of CAD$0.50 per share for a period of 36 months from the date of closing of the Transaction.

For further details regarding the Transaction and the Private Placement please see the Corporation's press release dated November 22, 2016.

Information Concerning Anchor

Anchor is a capital pool company within the meaning of the policies of the TSXV and the Anchor Common Shares are listed for trading on the TSXV. Anchor currently has 5,514,000 Anchor Common Shares outstanding and stock options outstanding to acquire 551,400 Anchor Common Shares at a price of CAD$0.10 per share until December 2, 2024. As at June 30, 2016, Anchor had cash and near cash assets, net of liabilities, of approximately CAD$190,000.

Further information on the Transaction, including financial information on Mark One, will be provided in a subsequent news release.

As indicated above, completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and shareholder approval. The Transaction cannot close until the required 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 Information Circular or Filing Statement to be prepared in 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 the Corporation should be considered highly speculative.

Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Mark One nor Anchor will update these forward-looking statements to reflect events or circumstances after the date hereof other than as required by applicable securities laws or TSXV policies. Readers are therefore cautioned not to place undue reliance on any forward-looking statements. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Anchor.

The securities of Anchor being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Contact Information

  • Anchor Capital Corporation
    Douglas Stuve
    Director
    (403) 234-3337

    Mark One
    Helen Thomas
    Chief Executive Officer
    (510) 502-4029

    Clermont Capital Partners
    Mark Lawson
    (647) 302-0393

    Opus Capital Inc.
    Jeremy Ross
    (604) 537-7556