OTTAWA, Aug. 29, 2017 (GLOBE NEWSWIRE) -- Mincom Capital Inc. (TSX-VENTURE:MOI) (“Mincom” or the “Corporation”) is pleased to announce it has received conditional acceptance of its reverse takeover transaction previously announced on October 18, 2016 (the “Transaction”), from the TSX Venture Exchange Inc. (the “Exchange”).
Mincom, Braille Holdings Inc. (“BHI”), Braille Battery Inc. (“Braille Battery”), and Grafoid Inc. (the “Vendor”) entered into a share purchase agreement dated March 8, 2017 (the “Share Purchase Agreement”) whereby the Vendor agreed to sell, and Mincom agreed to purchase, such issued and outstanding shares of BHI held by the Vendor, being 75% of all the issued and outstanding shares of BHI. The shares of Mincom have remained halted since the Transaction was first announced.
An information circular prepared in accordance with the requirements of the Exchange in connection with the Transaction has been filed with the Exchange and the applicable Canadian securities regulators on SEDAR and is available at www.sedar.com.
Mincom is now working to satisfy all conditions set out in the conditional acceptance letter (including, but not limited to, obtaining disinterested shareholder approval, completing the concurrent financing, finalizing all escrow arrangements, sponsor's report and the delivery of certain officers certificates) and anticipates closing the Transaction sometime in November 2017. At that time, and subject to final Exchange acceptance, trading would resume in Mincom’s shares.
Update Regarding Share Purchase Agreement
Terms of the Purchase Price has been updated since the March 8, 2017 news release. The Purchase Price for the Purchased Shares remains Two Million Dollars (US$2,000,000) of which One Million Dollars (US$1,000,000) will be paid in cash and One Million Dollars (US$1,000,000) will be paid by the issuance of 10,000,000 Common Shares to the Vendor from the treasury of Mincom at the Closing. The cash portion of the Purchase Price will be paid as follows: (a) Five Hundred Thousand Dollars ($500,000) will be paid in cash on the Completion of the Transaction; and (b) Five Hundred Thousand Dollars ($500,000) will be paid by way of interest free note, payable by January 1, 2019.
Update Regarding Proposed Directors of Resulting Issuer
Mincom is pleased to announce that at the meeting of shareholders to be held to approve the Transaction, James J. Greenberger will be put forward as a candidate for election to the board of directors of the Resulting Issuer on Completion of the Transaction. His biography is set out below:
James J. Greenberger – Director, Age 59
Mr. Greenberger has been the Executive Director of the National Alliance for Advanced Transportation Batteries (NAATBatt) since August 2008. NAATBatt is a not-for-profit trade association of companies involved in the manufacture of large format advanced batteries for automotive and grid-connected energy storage applications. Mr. Greenberger co-founded the predecessor of NAATBatt in 2008. Prior to leading NAATBatt, Mr. Greenberger practiced law for more than 25 years, most recently as a partner at Reed Smith LLP in Chicago, where he led its cleantech practice group. Mr. Greenberger’s law practice focused on mergers and acquisitions, private equity and venture capital transactions. He has represented some of the leading private equity and venture capital firms in the country and published several articles on private equity transactions and structures. Mr. Greenberger is the principal of Private Equity Law Advisors, a private law practice in Chicago. He has held this position since October 2009.
Mr. Greenberger served on the Board of Directors of the Association for Corporate Growth-Chicago; he is a past chair of the Commercial Finance & Transactions Committee of the Chicago Bar Association; and he sat on the governing board of the Kentucky-Argonne Battery Manufacturing Center.
Mr. Greenberger is a member of the American Bar Association. He is a graduate of Haverford College and the University of Michigan Law School.
About Mincom Capital Inc.
Mincom shares are traded on the TSX Venture Exchange. Further information about Mincom can be found in its filings with Canadian securities regulators, which filings are available at www.sedar.com.
About Braille Battery
Braille Battery Inc. is a Sarasota, Florida-based battery manufacturing and energy storage solutions company and the pioneer of a complete line of lightweight high powered battery systems for the transportation market.
Braille developed the world's first commercially available automotive lithium starting battery and has grown to become the highest volume producer of automotive lithium starting batteries. The company retains international patent protection on over 20 unique battery improvements. Some have achieved market success while others have been applied in non-consumer applications.
Its technological achievements include battery containment using composite technologies; thermal management, high amperage solutions, high vibration designs, novel battery chemistries, battery controls and dual use chemistries.
Braille's ISO compliant manufacturing facility houses management offices, design and engineering, research and development, manufacturing, logistics and fulfillment. Braille is an FDA manufacturer and is GSA / CCR registered.
Braille's achievements include numerous firsts in the industry, among them: development of the first carbon fiber battery; first Lithium-Ion automotive original equipment starting battery; first carbon Li-Ion battery; first European Community RoHS environmentally approved automotive battery; first lithium battery to win a Formula 1 Championship; first lithium battery to win Daytona 500, NASCAR and Le Mans Championships, and; the first Lithium Iron Phosphate energy storage solution for the U.S. defense industry.
Disclaimer & Forward Looking Statement
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information included in this press release is forward-looking and may involve risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors that might cause a difference include, but are not limited to, competitive developments, risks associated with Mincom's growth, the state of the financial markets, regulatory risks and other factors. Forward-looking statements included or incorporated by reference in this press release include statements with respect to proposed terms of the private placement transaction. There can be no assurance that any statements of forward-looking information contained in this release will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral statements containing forward-looking information are based on the estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. Unless otherwise required by applicable securities laws, Mincom disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on any statements of forward-looking information that speak only as of the date of this release. More detailed information about potential factors that could affect Mincom's financial and business results is included in public documents Mincom files from time to time with Canadian securities regulatory authorities and which are available at www.sedar.com.