/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
MONTRÉAL, Aug. 26, 2014 /CNW Telbec/ - Knowlton Capital Inc. (TSXV: KWC.H) is pleased to announce that it has entered into a definitive agreement with Mogul Ventures Corp. providing for the acquisition by Knowlton of all of the issued and outstanding shares of Mogul. As previously announced, this transaction will constitute a reverse takeover of Knowlton. Mogul is a mining exploration company with properties in Mongolia.
In order to complete the transaction, Knowlton will call an annual and special meeting of shareholders at which it will seek approval for: a change of business to a mining exploration company and the reverse takeover in accordance with the policies of the TSX Venture Exchange, approval of a share consolidation on the basis of one common share for every 2.2416029 shares issued and outstanding, to take effect immediately prior to the closing of the transaction, and a change of corporate name to "Mogul Ventures Corp.".
In exchange for the shares of Mogul acquired, Knowlton will issue to each Mogul shareholder such number of common shares of Knowlton equivalent to the number of shares of Mogul acquired, on a one-for-one basis. Upon completion, Mogul will become a wholly-owned subsidiary of Knowlton and the shareholders of Mogul will in the aggregate hold a majority of the outstanding common shares of Knowlton.
The reverse takeover will be preceded by a court-approved plan of arrangement under the Business Corporations Act (British Columbia) between Mogul and its shareholders.
Concurrent with the closing of the transaction, Knowlton intends to complete a brokered private placement for minimum gross proceeds of $1.5 million.
The proposed transaction was unanimously approved by Knowlton's board of directors, and each board member has executed a lock-up agreement pursuant to which he has agreed to vote his Knowlton shares in favour of the transaction and all matters relating thereto. The board also unanimously agreed to recommend to Knowlton shareholders that they vote in favour of the transaction at the annual and special meeting.
Full details of the transaction will be included in Knowlton's management information circular to be prepared in connection with the shareholders' meeting, which Knowlton expects to mail to shareholders in September 2014.
Trading in the common shares of Knowlton was halted on May 23, 2014 following an announcement of the execution of a letter of intent in connection with the transaction, and is expected to remain halted pending completion of the transaction.
Completion of the transaction is subject to a number of conditions including, but not limited to: acceptance of the transaction by the TSX Venture Exchange; receipt of legal opinions on the title to the mining projects in Mongolia owned by Mogul; and approval by both Knowlton and Mogul shareholders of the transaction and other measures necessary to complete the transaction. There can be no assurance that the transaction or the related private placement will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in Knowlton's management information circular to be prepared in connection with the annual and special meeting of shareholders, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Notice on forward-looking statements:
This release includes forward-looking statements regarding Knowlton, Mogul and their respective businesses. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the reverse takeover and related private placement, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting Knowlton and Mogul, including risks regarding the mining industry, market conditions, economic factors, the ability of Mogul management to manage and operate the business, and the equity markets generally. 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 neither Knowlton nor Mogul undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or for dissemination in the United States.
SOURCE: Knowlton Capital
For further information: Rafi Hazan, Chief Financial Officer, 514-397-7483