OneCap Investment Corporation Qualifying Transaction Update

MONTREAL, April 15, 2015 /CNW Telbec/ - OneCap Investment Corporation (TSXV: OIC.H) ("OneCap" or the "Corporation"), a capital pool company as defined under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the "Exchange") is pleased to provide an update on the status of its proposed qualifying transaction to acquire of a 50% interest in the MTS Data Centre Project through the acquisition of all the outstanding Class A Shares of 8432155 Canada Inc. (its projected "Qualifying Transaction"). Please see OneCap's press release of April 29, 2014 for details of the Qualifying Transaction.

OneCap has transferred its listing to the NEX Board of the Exchange on December 16, 2014, as described in the Corporation's press release of December 12, 2014.

Trading of the shares of Onecap will remain suspended pending completion of the Qualifying Transaction.

8432155 Canada Inc. ("Canada Inc.") has informed OneCap that it anticipates the MTS Date Centre to be delivered to Manitoba Telecom Services Inc. on or about June 5th, 2015. Concurrently with the delivery of the MTS Data Centre, Canada Inc. further anticipates closing a $10 Million debenture offering, the proceeds of which to be used to pay pre-development fees and reimburse the loan facility owed to FAM Management Limited Partnership in order to secure its 50% interest in the MTS Data Centre.

Once Canada Inc. is successful in raising $10 Million by the issuance of debentures, OneCap aims to raise approximately $4 Million in cash through a placement of common shares in order to (i) pay the cash portion of the purchase price of all the outstanding Class A Shares of Canada Inc.; (ii) redeem all the outstanding Class F Shares; and (iii) have sufficient liquidities to get the Exchange's approval of the Qualifying Transaction. The balance of the purchase price would be paid by the issuance of $2 Million worth of common shares of OneCap.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance 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. 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.

Caution Concerning Forward-Looking Statements

This press release may contain forward-looking statements with respect to OneCap. These statements generally can be identified by use of forward looking words such as "projected to", "may", "will", "expect", "estimate", "anticipate", "intends", "believe" or "continue" or the negative thereof or similar variations. The actual results and performance of OneCap could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Some important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, changes in government regulation and the factors described from time to time in the documents filed by OneCap with the securities regulators in Canada. The cautionary statements qualify all forward looking statements attributable to OneCap and persons acting on their behalf. Unless otherwise stated or required by applicable law, all forward-looking statements speak only as of the date of this press release.

Neither 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.

 

SOURCE OneCap Investment Corporation

For further information: Mr. Daniel Dorey, Chairman of the Board, Tel: 514-839-7801


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