Mincom Capital Inc.

TSX VENTURE : MOI.P


Mincom Capital Inc.

May 08, 2014 17:07 ET

Mincom Capital Inc. Announces Closing of Qualifying Transaction and Concurrent Private Placement

OTTAWA, ONTARIO--(Marketwired - May 8, 2014) -

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Mincom Capital Inc. ("Mincom"), a Capital Pool Company ("CPC") trading on the TSX Venture Exchange (the "Exchange") (TSX VENTURE:MOI.P), is pleased to announce the closing of its previously announced qualifying transaction (the "QT") with Focus Graphite Inc. ("Focus") and private placement for gross proceeds of $184,699.50 (the "Offering") (for more information on the QT and terms and conditions of the Offering, please consult Mincom's information circular dated February 25, 2014 available on SEDAR at www.sedar.com).

Qualifying Transaction

The QT consists of the acquisition from Focus of all of Focus' rights, title and interest in a series of 149 contiguous and 2 isolated map-designated mining claims located in the Labrador Trough Territory of Quebec and collectively referred to as the Romer property (the "Property").

Under the terms of the property acquisition agreement, Mincom acquired all of Focus' rights, title and interest in the Property for the following consideration:

(a) Cash payment of $250,000 to Focus; and
(b) The issuance of 2,500,000 common shares of Mincom to Focus at a deemed price of $0.30 per share for a total of $750,000.

Private Placement

Mincom proceeded today with the closing of the Offering for gross proceeds of $184,699.50, and consisted of the sale and issuance of (i) 615,665 common shares at a price of $0.30 per common share. The Offering closed concurrently with and was conditional on the completion of the QT. The QT was also conditional on the closing of the Offering. The Offering was not conducted through an intermediary. Mincom paid a cash commission of $11,970 in relation to the private placement and issued 39,900 non-transferable share purchase warrants exercisable at a price $0.30 per share until May 8, 2015.

Mr. Gary Economo, the President and CEO of Mincom, participated in the Offering by purchasing 83,333 common shares, which constitutes a related party transaction pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction with Mr. Economo did not exceed 25% of the Company's market capitalization.

All securities issued in connection with the closing of the QT and the Offering are subject to a regulatory four (4) month hold period ending on September 9, 2014. Following Exchange requirements, a total of 2,793,333 common shares issued pursuant to the QT and the private placement will be escrowed. The QT and Offering are subject to the final approval of the Exchange.

About Mincom Capital Inc.

Mincom is a CPC within the meaning of the policies of the Exchange. Mincom commenced operations when it completed its initial public offering on February 6, 2012. Trading of Mincom's common shares on the Exchange is currently suspended. It is anticipated that the common shares of Mincom will begin trading on the Exchange shortly after the issuance of the Exchange's final Bulletin. Once the QT and the Offering are duly completed, Mincom will commence operations as a Tier 2 mining issuer focused on the exploration of the Property.

Forward Looking Information

This press release may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information includes information with respect to our goals, beliefs, plans, expectations, anticipations, estimates and intentions. Forward-looking information is identified by the use of terms and phrases such as "may," "would," "should," "could," "expect," "intend," "estimate," "anticipate," "plan," "foresee," "believe," and "continue," or the negative of these terms and similar terminology, including references to assumptions. Please note, however, that not all forward-looking information contains these terms and phrases. Forward-looking information in this press release include, but is not limited to, the closing of the QT and the anticipated benefits from the QT. Forward-looking information is based upon a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond our control. These risks and uncertainties could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. Important factors that could cause actual results to differ materially from the Corporation's expectations are in our documents filed from time to time with the TSX Venture Exchange and provincial securities regulators, most of which are available at www.sedar.com. Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein is provided as of the date hereof, and we do not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

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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