Mincom Capital Inc.
TSX VENTURE : MOI

Mincom Capital Inc.

March 14, 2017 14:16 ET

Mincom Capital Inc.: Update Regarding Reverse Takeover/Change of Business Transaction

OTTAWA, ONTARIO--(Marketwired - March 14, 2017) - Mincom Capital Inc. (TSX VENTURE:MOI) ("Mincom" or the "Corporation") is pleased to announce it has entered into a non-arm's length agreement to purchase all of issued and outstanding shares of Braille Holdings Inc. held by Grafoid Inc (the "Proposed Transaction"). The Proposed Transaction was previously announced on October 18, 2016. The Proposed Transaction will constitute a reverse takeover and change of business under the policies of the TSX Venture Exchange (the "Exchange").

Mincom, Braille Holdings Inc. ("BHI"), Braille Battery Inc. ("Braille Battery"), and Grafoid Inc. (the "Vendor") entered into a share purchase agreement dated the 8th day of March, 2017 (the "Share Purchase Agreement") whereby the Vendor agreed to sell, and Mincom agreed to purchase, such issued and outstanding shares of BHI held by the Vendor, being 75% of all the issued and outstanding shares of BHI (the "Purchased Shares"). The Purchase Price for the Purchased Shares is Two Million Dollars (US$2,000,000) of which One Million Dollars (US$1,000,000) will be paid in cash and One Million Dollars (US$1,000,000) will be paid by the issuance of 10,000,000 Common Shares to the Vendor from the treasury of Mincom at the Closing.

History of Target and Financial Information

BHI is a corporation organized under the laws of the State of Florida on May 5, 2010. Its principal place of business is located at 6935 15th Street East, Building 115, Sarasota, FL 34243. Braille Battery is a corporation organized under the laws of the State of Florida filed on March 18, 2010, effective January 1, 2009. Its principal place of business is located at 6935 15th Street East, Building 115, Sarasota, FL 34243.

Braille Battery is a wholly owned subsidiary of BHI. Braille Battery has no subsidiaries. BHI is a holding company and does not carry on business other than to hold all the issued and outstanding shares of Braille Battery. Braille Battery is an operating company and carries on the business of a battery assembler and retailer.

The resulting issuer will be called Braille Energy Systems Inc. and will be involved in the clean technology sector.

Based on audited consolidated financial statements for the year ending September 30, Braille Holdings and Braille Battery generated revenues of $2,320,636 and a net loss before taxes of $786,403. As at September 30, 2016 Braille had total assets of $708,425 and total liabilities of $4,248,075 and shareholders' deficit in the amount of $3,539,650.

Financing

In conjunction with the Proposed Transaction, Mincom intends to raise capital through a non-brokered private placement for aggregate total proceeds of a maximum of US$3,000,000 (the "Financing"). The Financing will consist of issuing a maximum of 30,000,000 units at a price of US$0.10 (the "Mincom Units"). Each Mincom Unit will consist of one (1) Common Share and one (1) Common Share purchase warrant (a" Mincom Warrant"). Each Mincom Warrant shall be exercisable into one (1) Common Share for an exercise price of CAD$0.18. Notwithstanding the foregoing, if at any time after four (4) months and one (1) day following the Closing, the trading price of the Common Shares on the TSX Venture Exchange is equal to or exceeds $0.30 for 10 consecutive trading days, as evidenced by the price at the close of market, Mincom shall be entitled to notify the holders of Warrants of its intention to force the exercise of the Warrants. Upon receipt of such notice, the holders of Warrants shall have 30 days to exercise the Warrants, failing which the Warrants will automatically expire.

Non-Arm's Length Transaction

Mincom, BHI, Braille Battery, and the Vendor share common management. Focus Graphite Inc., a public company listed on the Exchange holds 13.88% of the Common Shares of Mincom and 18.17% of the Common Shares of the Vendor. The related parties and their position within each party to the Proposed Transaction are set out below:

Name Position with
Mincom Vendor BHI Braille Battery Focus Graphite Inc.
Gary Economo Director, President & CEO Director, CEO Director, President Director, President Director, President & CEO
Lindsay Weatherdon Director Director N/A N/A
Jeffrey York Director, Chairman of the Board Director, Chairman of the Board N/A N/A Director, Chairman of the Board
Chester Burtt Director N/A Director
Marc-Andre Bernier Director N/A Director
Judith Mazvihwa-MacLean CFO CFO CFO CFO CFO

The Proposed Transaction does not constitute an arm's length transaction and will be subject to shareholder approval. The date of the shareholders' meeting has not been set.

The Corporation will seek to rely on an exemption from the valuation requirements set out in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The securities of the Corporation are not inter-listed on other stock markets.

Directors and Management of the Resulting Issuer

Gary Economo - President and Chief Executive Officer, Director, Age 58
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. 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.

Chester Burtt - Director, Age 65
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 offers a full range of services to assist companies with strategy development and decisions to best suit their investor and corporate relations. Prior to this Mr. Burtt graduated with a BA from Waterloo Lutheran University and MA from Wilfrid Laurier University in Political Science.

Lindsay Weatherdon - Director and Chairman of the Board, Age 52
Mr. Weatherdon is the President and owner of Premcorp Sales & Marketing operating as "Concord National, Ontario Division" as well as Mitchell-Kennedy operating as "Concord National, Quebec Division". Concord National is a Canadian based consumer and packaged goods sales and marketing agency. He has held this position since 2002. In addition, Mr. Weatherdon is a shareholder, through his personal holding company, Thombeth Holdings, of Luxell Technologies. In September 2011, Mr. Weatherdon became a director of Luxell Technologies.

Judith Mazihwa-MacLean- Chief Financial Officer, Director, Age 42
An Ottawa-based geologist and accountant, Ms. Mazvihwa-MacLean has more than 16 years of experience in mineral exploration, mining, management, and corporate finance. She is also the Chief Financial Officer at Focus Graphite. Prior to joining Focus Graphite, Ms. Mazvihwa-MacLean was the CFO for Golden Harp Resources Ltd., Logan Resources Ltd., and Acme Resources Ltd. (formerly, International KRL Resources Corp.) and also served as a member of the Board for both Logan Resources Ltd. and Acme Resources Ltd. Ms. Mazvihwa-MacLean 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. Ms. Mazvihwa-MacLean was accredited a Certified Management Accountant by the Certified Management Accountants Society of British Columbia.

Jeffrey York - Director, Age 53
Mr. York is currently Chief Executive Officer of Farm Boy Inc. He worked three years for Ward Mallette Chartered Accountants and twenty years for Giant Tiger Stores which grew from a regional discount retail chain into a national company and of which he was President for 10 years. Mr. York has been a member of Young Presidents Organization since 2002. Mr. York graduated with an economics degree from Princeton University in 1986 and obtained his Chartered Accountant designation in 1989.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested 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 [insert name of Issuer] 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 news release.

About Mincom Capital Inc.

Mincom shares are traded on the TSX Venture Exchange. Further information about Mincom can be found in its filings with Canadian securities regulators, which filings are available at www.sedar.com.

About Braille Battery

Braille Battery Inc. is a Sarasota, Florida-based battery manufacturing and energy storage solutions company and the pioneer of a complete line of lightweight high powered battery systems for the transportation market.

Braille developed the world's first commercially available automotive lithium starting battery and has grown to become the highest volume producer of automotive lithium starting batteries. The company retains international patent protection on over 20 unique battery improvements. Some have achieved market success while others have been applied in non-consumer applications.

Its technological achievements include battery containment using composite technologies; thermal management, high amperage solutions, high vibration designs, novel battery chemistries, battery controls and dual use chemistries.

Braille's ISO compliant manufacturing facility houses management offices, design and engineering, research and development, manufacturing, logistics and fulfillment. Braille is an FDA manufacturer and is GSA / CCR registered.

Braille's achievements include numerous firsts in the industry, among them: development of the first carbon fiber battery; first Lithium-Ion automotive original equipment starting battery; first carbon Li-Ion battery; first European Community RoHS environmentally approved automotive battery; first lithium battery to win a Formula 1 Championship; first lithium battery to win Daytona 500, NASCAR and Le Mans Championships, and; the first Lithium Iron Phosphate energy storage solution for the U.S. defense industry.

Disclaimer & Forward Looking Statement

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

Certain information included in this press release is forward-looking and may involve risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors that might cause a difference include, but are not limited to, competitive developments, risks associated with Mincom's growth, the state of the financial markets, regulatory risks and other factors. Forward-looking statements included or incorporated by reference in this press release include statements with respect to proposed terms of the private placement transaction. There can be no assurance that any statements of forward-looking information contained in this release will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral statements containing forward-looking information are based on the estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. Unless otherwise required by applicable securities laws, Mincom disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on any statements of forward-looking information that speak only as of the date of this release. More detailed information about potential factors that could affect Mincom's financial and business results is included in public documents Mincom files from time to time with Canadian securities regulatory authorities and which are available at www.sedar.com.

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