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.
Sponsorship
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.
Financing
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.
Mincom Capital Inc.Gary EconomoPresident and Chief Executive
Officer613-447-8521geconomo@mincomcapital.com
(TSXV:MOI.P)
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