/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 LAWS./
TORONTO, Oct. 16, 2012 /CNW/ - Mason Graphite Inc. (formerly POCML 1 Inc., the "Corporation") (TSXV: LMP.P) is pleased to announce that on October 15, 2012 the Corporation closed its qualifying transaction (the "Qualifying Transaction"), which was effected pursuant to an amalgamation agreement (the "Amalgamation Agreement") among the Corporation, its wholly-owned subsidiary and Mason Graphite Corp., pursuant to which the Corporation acquired all of the issued and outstanding common shares of Mason Graphite Corp. by way of amalgamation between its wholly-owned subsidary and Mason Graphite Corp. and following which the amalgamated company became a wholly-owned subsidiary of the Corporation. Pursuant to the Amalgamation Agreement, all of the outstanding Mason Graphite Corp. common shares were exchanged for common shares of the Corporation on a one for one basis, as more particularly described in the Amalgamation Agreement, such that former shareholders of Mason Graphite Corp. continued as shareholders of the Corporation. As a result 51,229,989 shares were issued by the Corporation to former Mason Graphite Corp. shareholders, on a non-diluted basis. Further detailed disclosure is contained in the Corporation's Filing Statement, which is available under the Corporation's profile on SEDAR at www.sedar.com.
In connection with the Qualifying Transaction, on October 11, 2012 the Corporation changed its name to "Mason Graphite Inc." In addition, on October 15, 2012, each of the current directors and officers of the Corporation resigned, and Benoit Gascon was appointed the Chief Executive Officer, Benoit Moreau was appointed the President and Chief Operating Officer, Greg Duras was appointed the Chief Financial Officer, and Benoit Gascon, Benoit Moreau, Tyrone Docherty, Scott Moore, Alastair Neill and Francois Laurin were appointed to the Board of Directors of the Corporation.
On October 4, 2012, the TSX Venture Exchange (the "TSXV") issued its conditional approval of the Qualifying Transaction and listing of the Corporation on the TSXV as a Tier 2 Issuer. The Corporation's common shares will commence trading on the TSXV under the ticker symbol "LLG" after the TSXV's conditions for listing are satisfied and the TSXV issues its final exchange bulletin confirming the completion of the Qualifying Transaction and its approval of the listing. The Corporation will issue a news release once the TSXV confirms satisfaction of its listing conditions and will then advise of the expected listing date.
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.
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 laws.
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 the Corporation, Mason Graphite Corp. 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 conditions of listing on the TSXV will not be satisfied; (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; * 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 Qualifying Transaction, 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 the Corporation and Mason Graphite Corp. 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 the Corporation, Mason Graphite Corp. 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 the Corporation, Mason Graphite Corp. and the resulting issuer do not undertake to update such forward-looking information except in accordance with applicable securities laws.
SOURCE: POCML 1 Inc.
Mason Graphite Inc.
65 Queen Street West, Suite 800
Toronto, Ontario M5H 2M5
Contact: Benoit Gascon, Chief Executive Officer