/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./
TSX VENTURE EXCHANGE: MV.P
TORONTO, July 27, 2012 /CNW/ - Mercari Acquisition Corp. ("Mercari") announces, in connection with its previously announced qualifying transaction with Mogul Ventures Corp. (the "Qualifying Transaction"), that it has received shareholder approval for all of the resolutions set forth in Mercari's management information circular dated June 27, 2012, including, among other things, the transfer of the common shares of Mercari to the NEX board of the TSX Venture Exchange (the "Exchange") and the cancellation of 5,000,000 common shares of Mercari held by certain founding shareholders of Mercari. The transfer of the common shares to the NEX is expected to occur shortly following the August 6, 2012 transfer deadline imposed by the Exchange.
Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, regulatory approvals and Exchange acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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.
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.
The Exchange has in no way passed upon the merits of the Qualifying 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.
Notice on forward-looking statements:
This release includes forward-looking statements regarding Mercari and its business, which may include, but is not limited to, statements with respect to the transfer of Mercari to the NEX board of the Exchange, the ability to obtain regulatory 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 Mercari. The forward-looking events and circumstances discussed in this release, including the transfer of Mercari to the NEX board of the Exchange, 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 risks regarding failure to obtain regulatory approvals. In the event that Mercari does not receive the necessary approvals to transfer to the NEX board of the Exchange, the common shares of Mercari will be delisted. 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.
SOURCE: Mercari Acquisition Corp.
For further information:
Elena Masters, Director of Mercari, at (416)-972-9993.