Mercari Acquisition Corp.: Update on Proposed Qualifying Transaction with Mogul Ventures Corp.

TORONTO, July 11, 2012 /CNW/ - Further to a press release dated March 26, 2012, Mercari Acquisition Corp. ("Mercari" TSX Venture: MV.P) announces that it has further amended its letter of intent dated April 25, 2011, as amended (the "LOI") with Mogul Ventures Corp. ("Mogul") to amend the terms of the non-brokered private placement (the "Private Placement") to be completed by Mogul prior to the closing of the proposed qualifying transaction (the "Proposed Transaction"), to extend certain dates under the LOI (including the dates of payment of the break fee as disclosed in the March 26, 2012 press release) and to reflect a change in principal shareholders of Mogul. The amended LOI provides that Mogul must complete the Private Placement for gross proceeds of a minimum of CDN$2 million, subject to and in accordance with TSX Venture Exchange (the "Exchange") requirements.

In addition, pursuant to an Exchange bulletin dated May 8, 2012, the Exchange has suspended the trading of the common shares of Mercari effective May 9, 2012 due to the failure of Mercari to complete its Qualifying Transaction (as such term is defined in Exchange Policy 2.4 - Capital Pool Companies (the "CPC Policy")) in the time frame required by the CPC Policy, and consequently Mercari has been placed on notice to delist.  In order to avoid delisting, Mercari is required to complete its Qualifying Transaction or transfer to the NEX board of the Exchange prior to August 6, 2012 or such later date that may be permitted by the Exchange (the "Transfer Date").

Mercari is not certain that the Proposed Transaction will be completed prior to the Transfer Date.  Consequently, in order to avoid being delisted, Mercari will seek the necessary shareholder and regulatory approvals to transfer to the NEX board of the Exchange in the event that it does not complete the Proposed Transaction prior to the Transfer Date. Shareholder approval for, among other things, the transfer to the NEX in the event that the Proposed Transaction is not completed prior to the Transfer Date will be sought by Mercari at its upcoming annual and special meeting of shareholders to be held on July 27, 2012 (the "Meeting"). A management information circular dated June 27, 2012 regarding the Meeting can be found under Mercari's profile on the SEDAR website at www.sedar.com.

MGI Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Proposed Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Proposed Transaction or the likelihood of completion.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of the Private Placement, execution of a definitive agreement in respect of the Proposed Transaction, regulatory approvals, Exchange acceptance, the principal shareholders of Mogul and the founders of Mercari entering into and complying with support agreements, the filing of a sponsorship report and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.

Mercari is a capital pool company governed by the policies of the Exchange. Mercari's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

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

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Notice on forward-looking statements:

This release includes forward-looking statements regarding Mercari, Mogul, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Proposed Transaction and the Private Placement, the terms on which the Proposed Transaction and Private Placement are intended to be completed,  the transfer of Mercari to the NEX board of the Exchange, the ability to obtain regulatory and shareholder approvals  and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "anticipates", "believes", "proposes" or variations (including negative 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. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction and the Private Placement and the transfer of Mercari to the NEX board of the Exchange, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the mining industry, failure to obtain regulatory or shareholder approvals, economic factors and the equity markets generally. In the event that the Private Placement or the Proposed Transaction are not completed by certain specified dates, Mogul will be required to make a cash payment to Mercari and Mercari may not be able to maintain its listing on the Exchange and may not be able to complete a Qualifying Transaction by the Transfer Date.  In addition, in the event that Mercari does not complete the Proposed Transaction by the Transfer Date and fails to receive the necessary approvals to transfer to the NEX board of the Exchange, the common shares of Mercari will be delisted. Although Mercari and Mogul have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Mercari and Mogul undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

SOURCE Mercari Acquisition Corp.

For further information:

Mercari:

Elena Masters, Director
Mercari Acquisition Corp.
Tel: 416 972-9993

or

Lee A. Pettigrew, CEO
Mercari Acquisition Corp.
Tel: 403 630-1285

Mogul:

John Carlesso, CEO
Mogul Ventures Corp.
Tel: 416 309-4320

Profil de l'entreprise

Mercari Acquisition Corp.

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