Focused Capital Corp.

March 15, 2013 18:32 ET

Focused Capital Corp. Announces Proposed Qualifying Transaction With Mongolia Minerals Corporation

TORONTO, ONTARIO--(Marketwire - March 15, 2013) -


Focused Capital Corp. ("Focused Capital") (TSX VENTURE:FLO.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") dated March 6, 2013 and accepted March 14, 2013 for the acquisition of 100% of the common shares of Mongolia Minerals Corporation ("MMC"), a private company incorporated under the laws of Canada.

Pursuant to the terms of the LOI, the parties have agreed to use reasonable commercial efforts to conclude the acquisition not later than June 30, 2013. Completion of the acquisition will be subject to satisfactory completion by each party of due diligence and negotiation of the definitive agreement. The parties expect that the definitive agreement will contain certain conditions precedent, including, completion by MMC of a private placement financing for minimum gross proceeds of $15 million, and the receipt of all necessary regulatory, shareholder and Exchange approvals. The proposed acquisition of MMC, when completed, will be considered to be a reverse take-over for the purposes of the Exchange and will qualify as Focused Capital's "Qualifying Transaction" as defined by Exchange Policy 2.4.

About Mongolia Minerals Corporation

Mongolia Minerals Corporation is a privately-owned coal exploration and development company with mining interests in Mongolia. MMC is headquartered in Calgary, Alberta, and is focused on developing its assets in this mining jurisdiction through the knowledge and expertise of its experienced team.

About Focused Capital Corp.

Focused Capital, a capital pool company within the meaning of the policies of the Exchange, was listed on the Exchange on January 11, 2011. Focused Capital does not have any operations and has no assets other than cash. Focused Capital's business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction under the policies of the Exchange.

The common shares of Focused Capital are currently suspended from trading on the Exchange as it was required to complete a Qualifying Transaction within 24 months from the date of its listing on the Exchange. The Exchange has given Focused Capital until April 15, 2013 (90 days) to complete a Qualifying Transaction. Focused Capital will be taking the necessary measures to ensure that if a Qualifying Transaction is not completed April 15, 2013 its shares will be transferred to the NEX board of the Exchange.

Trading of the common shares of Focused Capital remains halted in connection with the dissemination of this press release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4. Further details of the proposed transaction, including the consideration to be paid, will follow in future press releases.

The information provided in this press release regarding MMC and its management has been provided to Focused Capital by MMC and has not been independently verified by Focused Capital.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, 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 management 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 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 the contents of this press release.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although Focused Capital believe that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Focused Capital disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S. Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of MMC. The securities of MMC have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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