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.