Mercari Acquisition Corp. announces proposed private placement and payout agreement with Mogul Ventures Corp.

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NEX: MV.H

TORONTO, Dec. 21, 2012 /CNW/ - Mercari Acquisition Corp. ("Mercari") announces that it intends to complete a non-brokered private placement financing of up 8,600,000 common shares of Mercari ("Common Shares") at a price of $0.05 per Common Share for gross proceeds of up to $430,000 (the "Offering").  The Offering is expected to close on or about January 3, 2013 and may be completed in one or more tranches. Closing of the Offering is subject to certain customary conditions, including final acceptance of the NEX. The Offering has been conditionally accepted by the NEX.

Mercari intends to use the net proceeds from the Offering for general working capital and for identifying and evaluating businesses or assets with a view to completing a potential qualifying transaction.

Payout Agreement

Mercari also announces that it has entered into a Payout Agreement (the "Payout Agreement") dated as of December 3, 2012 with Mogul Ventures Corp. ("Mogul") in respect of the $200,000 break fee owing to Mercari by Mogul pursuant to the expired letter of intent dated April 25, 2011, as amended, between Mercari, Mogul and certain principals of Mogul. The Payout Agreement provides for payment of the break fee upon an agreed upon schedule, with the last payment to be made by Mogul on or before July 31, 2013.

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.

Investors are cautioned that trading in the securities of a CPC should be considered highly speculative.

Notice on forward-looking statements:

This release includes forward-looking statements regarding Mercari including with respect to the Offering. Such statements are based on the current expectations of the management of Mercari. The forward-looking events and circumstances discussed in this release 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 company, including, but not limited to, the use of the net proceeds from the Offering, the closing of the Offering as subject to satisfaction of certain conditions and the ability of Mercari to recoup the payments owing to it by Mogul by certain specified dates or at all. Although Mercari has 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 undertakes 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 CPC governed by the policies of the TSX Venture Exchange (as applicable) and the NEX Board of the TSX Venture Exchange. Mercari's principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction.

Neither the 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: Mercari Acquisition Corp.

For further information:

Please contact Elena Masters, Director of Mercari Acquisition Corp. at 416-972-9993.

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Mercari Acquisition Corp.

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