Mincom Capital Inc.

Mincom Capital Inc.

September 27, 2013 15:00 ET

Mincom Capital Inc. Announces Agreement for Qualifying Transaction

OTTAWA, ONTARIO--(Marketwired - Sept. 27, 2013) - Mincom Capital Inc. ("Mincom" or "the Company"), a Capital Pool Company ("CPC") trading on the TSX Venture Exchange ("TSX-V" or "the Exchange") (TSX VENTURE:MOI.P), is pleased to announce that it has entered into a letter agreement (the "Agreement") with Focus Graphite Inc. ("Focus") (TSX VENTURE:FMS), pursuant to which Mincom will acquire from Focus all of its rights, title and interest in a series of 149 contiguous and 2 isolated map-designated mining claims located in the Labrador Trough sector of Nunavik, Northern Québec, and collectively referred to as the Romer base and precious metals (Cu-Zn-Ni-Au-PGE) Property (the "Property").

It is intended that the acquisition of the Property will constitute Mincom's "Qualifying Transaction" in accordance with Policy 2.4 of the Exchange ("Policy 2.4"). Mincom and Focus Graphite are not dealing at arm's length given that Gary Economo, Jeffrey York, Marc-André Bernier and Chester Burtt (the "Non-Arms' Length Parties") are also directors of Focus. Accordingly, the Qualifying Transaction is a "Non-Arm's Length Qualifying Transaction" within the meaning of Policy 2.4. The Non-Arms Length Parties did not participate in the deliberations of the board of directors of the Company in connection with the proposed transaction. The Agreement was unanimously approved by the independent directors of the Company and the letter of intent was signed on September 26, 2013.

As such, the completion of the Qualifying Transaction will require the approval of the shareholders of Mincom to be obtained at a special meeting of shareholders to be called for this purpose. Upon completion of the Qualifying Transaction, it is expected that Mincom will be listed on the Exchange as a Tier 2 mining issuer.

Mincom has mandated Mr. Réjean Girard, P. Geo (Québec), President of IOS Services Geoscientifiques ("IOS") of Saguenay, Québec, a qualified person within the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), to prepare a NI 43-101 compliant technical report on the Property (the "Report"). A more detailed press release on the Property and proposed exploration program will be issued by Mincom once the Report has been finalized and submitted to and approved by the Exchange.

The Romer Property

The Property consists of 149 contiguous and 2 isolated map-designated mining claims for a total of 151 claims (total surface area: 6,870.6 ha or 69 km2). The Property is located in the Labrador Trough sector of Nunavik, the northern division of the Nord-du-Québec administrative region. The Property straddles the junction between NTS 1:50,000-scale topographic sheets 24K-03 (Lac Géridot) and 24K-04 (Lac Thévenet), and covers portions of unpatented townships 5051, 5052 and 5151. It is bound by latitudes 58°06'30" and 58°12'30" North and longitudes 69°29'00" and 69°38'00" West.

The Property is an early stage exploration project strategically located in the Labrador Trough which is currently considered one of the highest potential emerging regions of Québec for base (Cu-Zn-Ni) and precious (Au-PGE) metal mineralizations.

The Property is part of an original group of 13 mineral properties located in the north-central portion of the Labrador Trough acquired by Focus Metals Inc. (now Focus Graphite Inc.) in 2010. The Property encompasses a series of historical base and precious mineral occurrences situated near Hellancourt and Thévenet Lakes.

The Property lies within the Gérido Zone of the Labrador Trough, which is dominated by deep marine sediments, volcanics and iron formations of the Koksoak Group intruded by Montagnais Gabbro sills, a favorable geological context for disseminated or "reef-type" palladium-rich mineralization, copper-zinc massive sulphides mineralization of Besshi and Sedex types and gold-bearing quartz veins associated with iron formations mineralizations.

Two important waves of exploration were conducted on the Property. The first, in the 1950s and 1960s was focused on massive sulphide occurrences. Only limited information on the surveys conducted during this period is available in government assessment files. The second wave, from 1987 to 2002, originated from the discovery of anomalous platinum and palladium associated with nickel-copper mineralization throughout the area, and the subsequent discovery of disseminated palladium-rich mineralization in the Montagnais Gabbro. Apart from these two waves of exploration activity, only limited "boot-and-hammer" prospecting programs were conducted by different groups and there are only four (4) properly documented drill holes located within the limits of the Property and only very limited trenching.

The Property encompasses four significant historical polymetallic mineral occurrences* (source: Charbonneau, R. and Robillard, I., 2009. Technical Report on the Romer Property In accordance with National Instrument 43-101, North central part of the Labrador Trough NTS map sheets 24K03 and 24K04; available at www.sedar.com under Focus Graphite Inc., filed May 12, 2010).

St-Pierre Palladium and Bowen Lake Occurrences

  • Discovered by Noranda Exploration Inc. in 1987
  • Later investigated by Osisko Exploration Ltd and Coleraine Resources Inc. (Kiddie, 2002; GM 60824).
  • Minutely disseminated sulphides in a leucocratic facies of the Montagnais Gabbro.
  • Several grab samples** containing anomalous Au, Pt and Pd (e.g. St-Pierre occurrence: 1.49 g/t Pd; 0.57 g/t Pt; Noranda, 2001; GM 60824).

Folding Lake ("Fort-Chimo") Occurrence

  • Discovery by Frobex Ltd. prior to 1970 (Fisher and Fraser, 1964; GM16751).
  • A copper and zinc bearing massive to semi-massive sulphide horizon.
  • 1.18% Cu, 0.27% Ni, 1.09 g/t Au, 12.8 g/t Ag and 0.72% Zn over 1.5 m in drill core (Frobex, 1964)

St-Pierre ("Venditelli") Gold Occurrence.

  • Discovered in the 1960s by Hollinger North Shore, although not reported
  • Rediscovered by Noranda Exploration Inc. in 1987 ((Woldeabzghi and Dessureault, 1988 (GM 46465); Dessureault and al., 1988 (GM 49488); (Dessureault, 1988 (GM47544)
  • Network of gold bearing quartz veins invading the carbonate facies iron formation of the Middle Baby Formation.
  • 28 g/t Au in a grab sample** (Noranda 1988; GM46465), 11.98 g/t Au over 0.25 m in a channel sample and 1.78 g/t Au over 1.80 m in drill core (Noranda, 1988; GM49488). However, abundant sampling indicates the erratic nature of the mineralization.

* Cautionary note: The Company has not verified the historic exploration results.

** Grab samples are selective by nature and are unlikely to be representative of the average grade of the mineralized zone being sampled.

Subsequent to Focus' acquisition of the Property in 2010, a short reconnaissance program was conducted that included prospecting and rock sampling for a total of 305 samples (GM-64970, Charbonneau, 2010; available at http://sigeom.mrn.gouv.qc.ca/). Several positive results for Au, Pd, Ag and Cu were obtained confirming historically known showings. The sampling program also highlighted a new sector of interest for platinum and palladium in the south central part of the Property where a slightly mineralized gabbro returned 0.672 g/t Pt and 0.577 g/t Pd.

In 2012, Focus commissioned Geotech Ltd. of Aurora, Ontario to conduct a helicopter-borne magnetic and electromagnetic VTEM survey of the Romer property. The Geotech survey is the first high-definition airborne geophysical survey available for the Property. The magnetic survey results will help to identify potential iron formations and geological structures that could be associated with gold-bearing quartz vein-type mineralizations. The survey identified over 972 electromagnetic anomalies forming regional linear trends related to geological units or isolated anomalies which will help to identify sulphide targets that could be associated with PGE "reef-type" and copper-zinc of Besshi/Sedex type mineralizations. These targets will form the basis of follow-up ground exploration programs.

Terms and conditions of the Agreement

The transaction is subject to Exchange and shareholder approval, and to other standard closing conditions, including satisfactory due diligence review of the Property by Mincom, and the completion of a financing (the "Offering") on terms satisfactory to Mincom, in its sole discretion, as may be necessary in order to meet the minimum listing requirements of the Exchange. The details of the Offering, if any, will be announced at a later date by the Company.

The consideration payable by Mincom to Focus for the purchase of the Property is CAN$1,000,000, as determined following an independent valuation prepared at the request of the Company. It is payable as follows: (i) an amount of CAN$250,000 in cash and; (ii) the issuance of common shares of Mincom having a total value of CAN$750,000, at a price per share equal to the issue price of the common shares of Mincom to be issued in connection with the Offering. The Romer property comprises of 151 mining claims but only the 149 contiguous mining claims were assessed for the purpose of establishing the value of the property.

Completion of the Qualifying Transaction

Trading of the common shares of Mincom will be halted by the Exchange and will remain halted in accordance with Exchange policies until all required documentation with respect to the Qualifying Transaction has been received and the Exchange is otherwise satisfied that the halt should be lifted.

Sponsorship of the Qualifying Transaction of a CPC is generally required by the Exchange, unless exempted in accordance with Exchange policies. Mincom is currently reviewing Exchange requirements for sponsorship and intends to comply with all applicable policies.

A press release with further particulars relating to the Qualifying Transaction will follow in accordance with the policies of the Exchange.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to the Exchange requirements, a 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 technical information presented in this press release has been reviewed by Mr. Benoit Lafrance, Ph.D., géo (Québec), a consultant of Mincom for the purposes of the Qualifying Transaction and a Qualified Person under NI 43-101.

About Mincom

Mincom was incorporated on May 24, 2011 under the Canada Business Corporations Act. The Corporation is a Capital Pool Company as defined in Policy 2.4 of the Exchange. The head office of the Company is located at 912-130 Albert Street, Ottawa, Ontario K1P 5G4. The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Corporation has not commenced operations and has no significant assets other than cash.

Forward-Looking Statements

The statements used in this press release may contain forward-looking statements, and are based on the opinions and estimates of management, or on opinions and estimates provided to, and accepted by, management. These opinions and estimates are used by management, and speak only as of the date of this press release. Forward-looking statements in this press release include, but are not limited to, the closing of the Qualifying Transaction and the anticipated benefits from the Qualifying Transaction. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions, including with respect to the closing of the Qualifying Transaction, the timing and receipt of all applicable regulatory approvals and third party consents, the anticipated benefits from the Qualifying Transaction and the satisfaction of other conditions to the completion of the Qualifying Transaction. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ, possibly significantly. Although Mincom believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual events or results will be consistent with these forward-looking statements. Except as required by applicable law, Mincom does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise. Readers are therefore cautioned not to place undue reliance on any forward-looking statements.

Neither the 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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