TORONTO, March 26, 2012 /CNW/ - Mercari Acquisition Corp. ("Mercari" TSX Venture: MV.P) announces that it has amended its previously announced letter of intent dated April 25, 2011 (the "LOI") with Mogul Ventures Corp. ("Mogul") to extend certain dates under the LOI and amend the terms of the private placement (the "Private Placement") to be completed by Mogul prior to the closing of the proposed qualifying transaction (the "Proposed Transaction"). The amended LOI provides that Mogul must, not later than April 3, 2012, complete the Private Placement for gross proceeds of a minimum of CDN$3 million, in place of the CDN$10 million minimum raise initially contemplated in the LOI. In addition, the LOI provides for a payment of $200,000 to Mercari in the event that the Private Placement does not close by April 3, 2012 or in the event that, subject to certain exceptions, the Proposed Transaction is not completed by May 31, 2012.
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, TSX Venture Exchange acceptance, the principal shareholders of Mogul and the founders of Mercari entering into and complying with support agreements and, if applicable pursuant to TSX Venture 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.
Mercari is a capital pool company governed by the policies 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" (as such term is defined in the policies of the TSX Venture Exchange).
The TSX Venture 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 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.
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.
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, which may include, but is not limited to, statements with respect to the completion of the Proposed Transaction and the Private Placement, the terms on which the Proposed Transaction and Private Placement are intended to be completed, the ability to obtain regulatory and shareholder approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "anticipates", "believes", "proposes" or variations (including negative 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. 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 by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the mining industry, failure to obtain regulatory or shareholder approvals, economic factors and the equity markets generally. In the event that the Private Placement or the Proposed Transaction are not completed by certain specified dates, Mogul will be required to make a cash payment to Mercari and Mercari may not be able to maintain its listing on the TSX Venture Exchange and may not be able to complete a Qualifying Transaction within the time periods prescribed by the policies of the TSX Venture Exchange. Although Mercari and Mogul have 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 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.
Lee A. Pettigrew, CEO
Mercari Acquisition Corp.
Tel: 403 630-1285
John Carlesso, CEO
Mogul Ventures Corp.
Tel: 416 309-4320