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Mincom Capital Inc. (the "Corporation" or "Mincom") (TSX VENTURE:MOI.P) and Group Nanoxplore Inc. ("GNI" or "Nanoxplore") are pleased to announce the signing on April 3, 2013 of a letter of intent (the "LOI"), pursuant to which and subject to approval of the TSX Venture Exchange (the "Exchange"), Mincom will acquire all of the issued and outstanding shares (the "GNI Shares") of GNI, which, upon completion, will constitute Mincom's "qualifying transaction" pursuant to the policies of the Exchange.
GNI is a Montreal-based nanomaterials research and development services company specializing in graphene, advanced graphene materials and carbon nanotube technologies, including R&D for the production of graphene coatings for consumer electronics, security and graphene-based RF packaging applications. GNI works on a contractual basis with manufacturers in cooperation with its academic partners. GNI is incorporated under the Business Corporations Act (Quebec).
GNI is wholly-owned by Dr. Soroush Nazarpour, a Montreal-based nanotechnologist with more than a decade of experience in various nanotechnology sectors. He received his M.Sc. and Ph.D. from the University of Barcelona, Spain where he worked on advanced gas sensing technologies based on nanomaterials. He has published over 60 scientific and conference articles, and has served on the editorial board of several scientific journals. He founded GNI in 2011 and serves as the company's Chief Executive Officer. The company's management is overseen by a board of directors comprised of leading scientists and industrial advisors.
"Our proposed venture with Nanoxplore opens further windows of scientific and commercial opportunity for us because of Nanoxplore's fit in alliance with our graphite and graphene enterprises," said Mr. Gary Economo, President and CEO of Mincom Capital.
"Graphene's emergence has created a disruptive industrial material that requires us to continually expand our ability to adapt unique graphene to unique applications. Nanoxplore represents that cutting-edge, scientific bridge to application development and commercialization that fits our vision and plans," Mr. Economo added.
"We are very pleased to have come to an arrangement with Dr. Nazarpour and Nanoxplore that meets both parties' growth objectives and look forward to the execution of a definitive agreement," he said.
Dr. Nazarpour described the proposed acquisition by Mincom Capital as a growth opportunity for Group Nanoxplore to expand and broaden its services and its reach into the global graphene community.
"Alliance building is key to our future growth as graphene and carbon-based nanomaterial applications begin to replace conventional industrial materials," Dr. Nazarpour said.
"As a leading nanotechnology services supplier in Canada, the alliances that Mincom Capital brings to Group Nanoxplore will accelerate our commercial expansion and, generate greater awareness of our scientific capabilities." Dr. Nazarpour added that Nanoxplore's expertise provides a value added technology component to Mincom's longer-term growth strategy.
Terms and Conditions of the LOI
The transaction terms outlined in the LOI are non-binding on the parties and are expected to be superseded by definitive agreement. The transactions are on an arm's length basis, and are subject to regulatory approval, including the approval of the Exchange and standard closing conditions, including satisfactory due diligence review of GNI's business by Mincom, approval of the transaction by the board of directors of Mincom, and the completion of a public or private financing on terms satisfactory to Mincom, in its sole discretion, as may be necessary in order to meet the minimum listing requirements of the Exchange.
The consideration payable by Mincom, subject to certain terms and conditions, for the purchase of all of the issued and outstanding GNI Shares from Dr. Nazarpour, is: (i) an amount of $170,000 in cash and; (ii) an issuance of 750,000 common shares of Mincom, valued at $202,500, based on Mincom's closing price of $0.27 per share on March 22, 2013.
Following closing of the transaction, Dr. Nazarpour will assume the position of Manager of Engineering of Mincom, where he will be responsible for conducting research, completing applications for scientific research and experimental development credits and other applicable government grants. GNI will continue to exist as a wholly-owned subsidiary of Mincom. Mincom will assume assets and liabilities of GNI, including certain existing secured contracts and equipment, and an outstanding grant of $300,000 from the Industrial Research Assistance Program of the National Research Council of Canada.
Completion of the Qualifying Transaction
Trading of the common shares of Mincom has been halted by the Exchange and trading will remain halted in accordance with Exchange policies until all required documentation with respect to the Qualifying Transaction has been received and the Exchange is otherwise satisfied that the halt should be lifted.
As of the date hereof, no sponsor has been identified. A sponsor may not be required to complete the Qualifying Transaction if Mincom is exempted pursuant to Policy 2.2 of the Exchange.
A news release with further particulars relating to the Qualifying Transaction will follow in accordance with the policies of the Exchange.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the 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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Dr. Nazarpour has extensive experience in advanced carbon nanomaterials such as carbon nanotube and graphene, device physics, materials processing and integration. He has spent several years in development of metal oxide gas sensors, and transparent conductive layers for flat panels and touch screens. His present research interests lie in development of advanced composites materials based on graphene and its compounds, Integration of graphene, fabrication of devices, and deposition of nanocomposite coatings on rigid and mechanically flexible substrates for large area electronics, for imaging and display applications, RFID tags, and for gas sensors.
About Mincom Capital Inc.
Group Nanoxplore Inc. is a Montreal-based nanomaterials research and development services company specializing in graphene, advanced graphene materials and carbon nanotube technologies, including R&D for the production of graphene coatings for consumer electronics, security and graphene-based RF packaging applications.
GNI works on a contractual basis with manufacturers in cooperation with its academic partners. For more information, visit: www.nanoxplore.ca
Forward Looking Statements
The statements used in this press release may contain forward-looking statements, and are based on the opinions and estimates of management, or on opinions and estimates provided to, and accepted by, management. These opinions and estimates are used by management, and speak only as of the date of this press release. Forward-looking statements in this press release include, but are not limited to, the closing of the Qualifying Transaction and the anticipated benefits from the Qualifying Transaction. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions, including with respect to the closing of the Qualifying Transaction, the timing and receipt of all applicable regulatory approvals and third party consents, the anticipated benefits from the Qualifying Transaction and the satisfaction of other conditions to the completion of the Qualifying Transaction. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ, possibly significantly. Although the Corporation believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual events or results will be consistent with these forward-looking statements. Except as required by applicable law, the Corporation does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise. Readers are therefore cautioned not to place undue reliance on any forward-looking statements.
Neither 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 the release.
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