POCML 1 Inc.

Mason Graphite Corp.

August 09, 2012 07:00 ET

POCML 1 Inc. and Mason Graphite Corp. Announce Closing of $5 Million Private Placement of Subscription Receipts

TORONTO, ONTARIO--(Marketwire - Aug. 9, 2012) -


POCML 1 Inc. ("POCML1") (TSX VENTURE:LMP.P), a capital pool company listed on the TSX Venture Exchange, and Mason Graphite Corp. ("Mason Graphite") are pleased to announce that Mason Graphite has closed its previously announced private placement (the "Offering") of 6,766,666 subscription receipts of Mason Graphite (the "Subscription Receipts") at a price of $0.75 per Subscription Receipt for aggregate gross proceeds of $5,074,999.50. The Offering was completed in connection with the previously announced transaction whereby POCML1, Mason Graphite and a wholly-owned subsidiary of POCML1 ("Subco") entered into an amalgamation agreement (the "Amalgamation Agreement") pursuant to which POCML1 will acquire all of the issued and outstanding shares of Mason Graphite. Pursuant to the Amalgamation Agreement, Mason Graphite will amalgamate with Subco and all of the outstanding common shares of Mason Graphite (the "Mason Shares") will be exchanged for common shares of POCML1 ("POCML1 Shares") on a one for one basis (the "Transaction").

Each Subscription Receipt issued pursuant to the Offering entitles the holder thereof to receive one Mason Share and one-half of one common share purchase warrant (each whole warrant, a "Warrant") upon satisfaction of the Escrow Release Condition (as defined below). Each Warrant shall entitle the holder thereof to acquire one Mason Share, subject to standard adjustment provisions, at a price of $1.00 per Mason Share for a period of one year from the date on which the POCML1 Shares issuable pursuant to the Transaction are listed and commence trading on the TSX Venture Exchange (the "Listing Date"). The "Escrow Release Condition" means the satisfaction of all conditions precedent to the completion of the Transaction, other than the filing of the Articles of Amalgamation giving effect to the amalgamation of Mason Graphite and Subco.

The gross proceeds from the sale of the Subscription Receipts (the "Escrowed Proceeds") are held in escrow by an escrow agent pending satisfaction of the Escrow Release Condition. Provided the Escrow Release Condition has been satisfied on or prior to October 15, 2012, the Escrowed Proceeds (and accrued interest) will be released to Mason Graphite, and the Subscription Receipts will be automatically converted into Mason Shares and Warrants. The net proceeds of the Offering will be used to fund exploration and development activities on the Lac Guéret graphite property and for general corporate purposes.

In connection with the Offering, Delano Capital Corp. ("Delano") was engaged to act as agent to Mason Graphite and was paid a cash fee equal to 7% of the gross proceeds of the Offering on the closing of the Offering. As additional consideration for the services of Delano, Mason Graphite granted Delano compensation options (the "Compensation Options") entitling Delano to subscribe for 473,666 Mason Shares. Each Compensation Option will be exercisable to acquire one Mason Share for a period of 24 months commencing on the Listing Date at an exercise price of $0.75 per Mason Share.

Cautionary Statements Regarding Forward Looking Information

This press release contains "forward-looking information" within the meaning of Canadian securities legislation. All information contained herein that is not clearly historical in nature may constitute forward-looking information. Generally, such forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of POCML1, Mason Graphite or the resulting issuer to be materially different from those expressed or implied by such forward-looking information, including but not limited to: (i) the possibility that the Transaction would not be completed; (ii) volatile stock price; (iii) the general global markets and economic conditions; (iv) the possibility of write-downs and impairments; (v) the risk associated with exploration, development and operations of mineral deposits; (vi) the risk associated with establishing title to mineral properties and assets; (vii) the risks associated with entering into joint ventures; (viii) fluctuations in commodity prices; (ix) the risks associated with uninsurable risks arising during the course of exploration, development and production; (x) competition faced by the resulting issuer in securing experienced personnel and financing; (xi) access to adequate infrastructure to support mining, processing, development and exploration activities; (xii) the risks associated with changes in the mining regulatory regime governing the resulting issuer; (xiii) the risks associated with the various environmental regulations the resulting issuer is subject to; (xiv) risks related to regulatory and permitting delays; (xv) risks related to potential conflicts of interest; (xvi) the reliance on key personnel; (xvii) liquidity risks; (xviii) the risk of potential dilution through the issue of resulting issuer common shares; (xix) the resulting issuer does not anticipate declaring dividends in the near term; (xx) the risk of litigation; and (xxi) risk management.

Forward-looking information is based on assumptions management believes to be reasonable at the time such statements are made, including but not limited to, completion of the Amalgamation, continued exploration activities, no material adverse change in metal prices, exploration and development plans proceeding in accordance with plans and such plans achieving their stated expected outcomes, receipt of required regulatory approvals, and such other assumptions and factors as set out herein. Although POCML1 and Mason Graphite have attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Such forward-looking information has been provided for the purpose of assisting investors in understanding POCML1, Mason Graphite and the resulting issuer's business, operations and exploration plans and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is made as of the date of this press release, and POCML1, Mason Graphite and the resulting issuer do not undertake to update such forward-looking information except in accordance with applicable securities laws.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release and has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.

Contact Information

  • POCML 1 Inc.
    David D'Onofrio
    Chief Executive Officer

    Mason Graphite Corp.
    Benoit Gascon
    Chief Executive Officer