/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./
TORONTO, April 26 /CNW/ - Mercari Acquisition Corp. ("Mercari") (TSXV:
MV.P) is pleased to announce that it has entered into a letter of
intent dated April 25, 2011 with Mogul Ventures Corp. ("Mogul") and the
principals thereof, Jamiyansuren Jadamba, Steven Khan and John
Carlesso, to complete a going public transaction for Mogul (the
"Proposed Transaction") by way of a reverse takeover of Mercari, a
capital pool company listed on the TSX Venture Exchange (the
"Exchange"). The Proposed Transaction will be conducted by way of share
exchange, amalgamation, or similar form of transaction.
Mogul is a Toronto-based mineral exploration company that owns 100% of
the mineral concession rights to the 34,267 hectare Khar Tolgoi (Black
Hills, formerly Ovdog Khudag) coal deposit in Mongolia.
The coal at Khar Tolgoi outcrops at surface and previous drilling has
identified coal seams up to 50m thick with an average thickness of
25.6m based on data from 19 historic Russian drill holes. The coal has
heating value of 4740 kcal (5500 kcal after air-drying), contains 0.7%
sulfur and ash of 9.1% to 32.9% (dry basis averaging 17.48%). Khar
Tolgoi is located approximately 90 km from the rail spur at Choir on
the Trans Mongolian railway. The Mongolian Ministry of Fuel, Energy
Production, and Geology issued a report dated January 10, 1969, which
stated that the Khar Tolgoi has been subject to approximately 3000m of
exploration drilling and which included certain historical resource
estimates based on the Russian classification system. David Miller, P.
Geol., a qualified person in accordance with National Instrument 43-101
— Standards of Disclosure for Mineral Projects ("NI 43-101"), has
reviewed and approved the technical content of this press release.
No qualified person (as defined in NI 43-101) has done sufficient work
to classify the foregoing historical estimate as current mineral
resources or mineral reserves. Neither Mogul nor Mercari is treating
the foregoing historical estimates as current mineral resources or
mineral reserves (as defined in sections 1.2 and 1.3 of NI 43-101) and
the historical estimates should not be relied upon. Mogul believes
these historical results provide an indication of the potential of the
properties and are relevant to ongoing exploration, and intends to
complete additional due diligence to provide sufficient reliable
information in order to complete an independent NI 43-101 compliant
resource estimate by June 30, 2011.
In conjunction with the Proposed Transaction, Mogul or an affiliate
thereof intends to complete a private placement (the "Private
Placement") for gross proceeds of a minimum of CDN$10 million up to
CDN$20 million. In addition, concurrent with the completion of the
Proposed Transaction, Mercari founders will transfer, within escrow,
subject to Exchange approval, an aggregate of approximately 7,000,000
common shares of Mercari to nominees of Mogul (the "Seed Share
Acquisition"). The Seed Share Acquisition is expected to be completed
pursuant to a share purchase agreement to be entered into between the
Mercari founders and nominees of Mogul. A non-refundable deposit of
$25,000 was paid by Mercari to Mogul upon the signing of the letter of
Mercari, following completion of and conditional on the closing of the
Proposed Transaction, will pay, subject to the approval of the
Exchange, a referral or finder's fee of $50,000 to Windsor Bancorp
Inc., and a finder's fee payable in warrants to Macquarie Private
Wealth Inc. equal to 3% of the pre-money transaction valuation of
Mogul. Each warrant will be exercisable into one common share of
Mercari at an exercise price equal to the pricing in the Private
If the Proposed Transaction is completed, it is anticipated that Mercari
will change its name, which name will be determined prior to the
completion of the Proposed Transaction. If completed, the Proposed
Transaction will constitute Mercari's Qualifying Transaction (as
defined in Policy 2.4 of the TSX Venture Exchange Corporate Finance
Manual). A comprehensive press release with further particulars
relating to the Proposed Transaction will follow in accordance with the
policies of the Exchange.
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
entering into and complying with support agreements 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.
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
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. 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, may not occur and could differ materially as a result of
known and unknown risk factors and uncertainties affecting the
companies, including risks regarding the mining industry, economic
factors 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 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
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
SOURCE Mercari Acquisition Corp.
For further information:
Lee A. Pettigrew, CEO of Mercari Acquisition Corp. at 403 630-1285.