Mincom Capital Inc.

Mincom Capital Inc.

February 26, 2014 09:12 ET

Mincom Capital Inc. Provides an Update on Its Qualifying Transaction and Private Placement

OTTAWA, ONTARIO--(Marketwired - Feb. 26, 2014) - 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), wishes to provide an update on its previously announced Qualifying Transaction (see news release dated September 27, 2013). Mincom is pleased to announce that it has received conditional approval from the Exchange on the acquisition of the Romer base and precious metals property.

Completion of the Qualifying Transaction

As mentioned in the Company's previous news release, the Qualifying Transaction is a "Non-Arm's Length Qualifying Transaction" within the meaning of Policy 2.4 of the Exchange. As such, the completion of the Qualifying Transaction will require the approval of the shareholders of Mincom to be obtained at the Company's annual and special meeting of shareholders (the "Meeting") to be held in Ottawa on April 24, 2014. Information on the Meeting and the Qualifying Transaction can be found in the Company's information circular filed February 25, 2014 on SEDAR (www.sedar.com) in connection with the Meeting.

Trading of the common shares of Mincom has been 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.


In accordance with the policies of the Exchange, Mincom has received confirmation from the Exchange that the Qualifying Transaction will be exempt from sponsorship requirements.

The Resulting Issuer

The following is a brief description of the directors and key management of the Resulting Issuer.

Gary Economo - President, Chief Executive Officer and Director

Mr. Economo was appointed as President, Chief Executive Officer and Director on May 24, 2011. Mr. Economo has a distinguished business leadership career, serving as CEO for a number of public and private high technology companies during the last 20 years. A former President and CEO of Dynasty Components Inc., Mr. Economo enjoys a long history of graphite marketing and sales for high-tech applications. He is also currently CEO of Focus Graphite, a company he founded with Jeff York. Over the span of his business career, Mr. Economo provided strategic consulting and representation services to technology companies in North America and Asia. In particular, he has a track record of success and expertise in building shareholder value when tasked with bringing discovery companies to market. Born in Greece and raised in Montreal, Mr. Economo is tri-lingual and lives with his family in Ottawa.

Judith Mazvihwa-MacLean - Chief Financial Officer and Secretary

Mrs. Mazvihwa-MacLean was appointed as Chief Financial Officer and Secretary on May 24, 2011. A geologist and accountant, Mrs. Mazvihwa-MacLean has over 16 years of experience in mineral exploration, mining, management and corporate finance. Prior to joining Focus Graphite, Mrs. Mazvihwa-MacLean was the CFO for Golden Harp Resources Ltd., Logan Resources Ltd., and Acme Resources Ltd (formerly, International KRL Resources Corp.). She also served as a member of the Board for both Logan Resources Ltd., and Acme Resources Ltd. Judith has a significant academic background. She holds a B.Sc. (Geology) from the University of Zimbabwe, a M.Sc. from Brunel University in England and earned her MBA at Simon Fraser University in British Columbia. She was accredited a Certified Management Accountant by the Certified Management Accountants Society of British Columbia.

Lindsay Weatherdon - Director

Mr. Weatherdon was appointed as a Director on May 24, 2011. Mr. Weatherdon is President and principle owner of Concord National, Ontario and Quebec Divisions. Concord National is a leading Canadian Sales & Marketing Organization within the Consumer Packaged Goods Industry. Mr. Weatherdon also holds various private investments and most recently served as Director/VP North American Sales for Canadian based global toy company Tech4Kids. Mr. Weatherdon studied Business & Marketing from 1983-1986 at Algonquin College in Ottawa.

Jeffrey York - Director

Mr. York was appointed as a Director on May 24, 2011. Mr. York is currently CEO of Farm Boy, an Ontario based food store chain known for its quality products and farm fresh produce. Farm Boy was named one of the best-managed companies in Canada in 2011. He also serves as chairman of Focus Graphite. A chartered accountant, Mr. York began his professional career with Ward Mallette, Chartered Accountants, before joining Giant Tiger Stores, a regional retail chain that grew under his leadership into a national, billion-dollar company. During his 20-years with Giant Tiger, he served as President and CEO of the company for 10 years. Mr. York is an active member of the Young Presidents Organization and has been involved in that executive network since 2002. As co-founder and Chairman of the Board of Focus Graphite, Mr. York is an active director in terms of shaping the company's business growth and development. He graduated from Princeton in 1986 with a degree in Economics and obtained his Chartered Accountant designation in 1989.

Chester Burtt - Director

Mr. Burtt was appointed as a Director on May 24, 2011. Mr. Burtt is President of Chester Burtt & Associates Ltd. ("CBAL"), a corporate and public affairs advisory firm that specializes in connecting private and public companies with domestic and international opportunities. CBAL also arranges for the provision and supply of financial services in mergers, acquisitions and joint ventures. Working through an international network and associate firms, CBAL has a 25-year history of offering a full range of services to assist companies with strategy development and decisions to best suit their investor and corporate relations. Mr. Burtt graduated with a B.A. (Hons.) from Waterloo Lutheran University and M.A. from Wilfrid Laurier University in Political Science. He also sits on the Board of Directors of Focus Graphite.

Marc-André Bernier - Director

Mr. Bernier was appointed as a Director on May 24, 2011. Marc-André Bernier is a professional geoscientist (P.Geo.) in Ontario and Québec. He holds an undergraduate degree (B.Sc.H.) in geology from the University of Ottawa and a post-graduate degree (M.Sc.) in the Earth Sciences focusing on applied Quaternary geology, soil sciences and exploration geochemistry from McGill University. His professional experience, which spans 29 years, has focused chiefly on the design, implementation and/or management of multidisciplinary (industry, government and academia) research projects in aid of regional and international mineral potential assessment initiatives.

Mr. Bernier has directed or managed mining development projects in Canada, the Caribbean, Africa and South America. In addition to his work as technical advisor for Focus Graphite Inc., Mr. Bernier currently holds the positions of Senior Geoscientist with the Table jamésienne de concertation minière (TJCM), a not-for-profit organization acting as senior mining industry adviser to the James Bay territory regional government of northern Quebec, and Senior Geoscientist with the Centre d'Étude Appliquée du Quaternaire, a technical division of the TJCM. On Behalf of the TJCM, Mr. Bernier also served as Senior Mining Industry Advisor to Makivik Corporation, the economic and political representative of the Inuit of Northern Québec, from 2009 to 2011.

Mr. Bernier is the current acting President and CEO of Majescor Resources Inc.; he is Executive Vice-President of SOMINE SA, a registered Haitian mining company based in Port-au-Prince; he is a director of Mincom Capital Inc. and he is Vice-President and Director of the Société d'Aide au Développement des Collectivités de Chibougamau-Chapais, a Canada Economic Development initiative for Québec Regions. He remains an active member of the Association of Professional Geoscientists of Ontario and the Ordre des géologues du Québec, as well as a member of the Canadian Institute of Mining, Metallurgy and Petroleum.

Robin Dow - Director

Mr. Dow was appointed as a Director on May 10, 2013. Mr. Dow has over 35 years of experience in consulting and in funding private and public corporations. Mr. Dow held various positions, including senior executive management, in the brokerage industry in Calgary from 1976 to 1988, when he founded his first public company. He is, or has been, a director and/or officer of 12 public and five private companies since 1988. He is currently CEO of Galahad Metals Inc., Desirée Resources Inc. and Agr-O Phosphate Inc, and is Chair of Red Ore Gold Inc. Mr. Dow graduated with an Honors in Business Administration and Masters in Business Administration from the University of Western Ontario in London, Ontario and in 1979, he was granted the FCSI designation by the CSI.


In connection with the Qualifying Transaction, Mincom will carry out a financing for aggregate gross proceeds of a minimum of $150,000 and a maximum of $500,000.10, and will consist of the sale and issuance of (i) a minimum of 500,000 Common Shares at a price of $0.30 per Common Share and (ii) a maximum of 1,666,667 Common Shares at a price of $0.30 per Common Share, (the "Financing"). The Financing will close concurrently with and will be conditional on the completion of the Qualifying Transaction. The Qualifying Transaction is also conditional on the closing of the Financing. The Financing will not be conducted through an intermediary. In connection with the Financing, Mincom will pay finder's fees of up to 10% of the proceeds for a maximum amount of $50,000. Mincom may also issue non-transferable warrants entitling the holder thereof to purchase up to 10% of the Common Shares issued under the Financing at an exercise price of $0.30 per Common Share for a period of twelve (12) months from the date of issuance. The Financing will be conducted on a private placement basis in accordance with NI 45-106.

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.

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 an 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.

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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