OTTAWA, June 08, 2018 (GLOBE NEWSWIRE) -- Mincom Capital Inc. (TSX-V: MOI ) (“ Mincom ” or the “ Corporation ”) is pleased to provide the following update. It has received consent of the TSX Venture Exchange (the “ Exchange ”) to extend the deadline for the closing of the previously announced reverse takeover transaction (the “ RTO ”) with Braille Holdings, Inc. (“ Braille Holdings ”) and Grafoid Inc. (“ Grafoid ”) set out in Exchange’s conditional acceptance letter of August 24, 2017. The Exchange has consented to extend the deadline to close until June 22, 2018.
Mincom received the required shareholder approval for the RTO at the Corporation’s annual and special meeting held on October 5, 2017.
Mincom is now working to finalize the completion of all conditions set out in the conditional acceptance letter and anticipates closing the transaction on or before June 22, 2018. At that time, and subject to final Exchange acceptance, trading would resume in Mincom’s shares under the new trade symbol “BES”.
Full details of the RTO were included in an information circular prepared in accordance with the requirements of the Exchange in connection with the Transaction and are available at www.sedar.com .
Mincom and Braille Holdings are also pleased to provide the following updates:
- Braille Battery, Inc., (“ Braille Battery ”) a wholly owned subsidiary and operating company of Braille Holdings, has entered a settlement with the Federal Aviation Administration (FAA) with regards to alleged violations of the FAA’s Hazardous Materials Regulations. On November 20, 2017 the FAA issued a Notice of Proposed Civil Penalty that proposed a US$1,105,000 civil penalty. On May 10, 2018 (the “ Effective Date ”) the FAA and Braille Battery entered a settlement agreement (the “ Settlement Agreement ”) whereby Braille Battery agreed to pay a fine of US$235,000 payable over a four (4) year period, as follows:
- US$25,000 due on October 1, 2018;
- US$25,000 due on March 1, 2019;
- US$50,000 due on December 31, 2019;
- US$85,000 due on December 31, 2020; and
- US$50,000 due on September 31, 2021. Full details of the FAA Matter were included in an information circular prepared in accordance with the requirements of the Exchange in connection with the Transaction and is available at www.sedar.com .
- At a meeting of Braille Holdings’ shareholders held on May 16, 2018, the shareholders approved the conversion of a loan payable to Grafoid Inc. into common shares of Braille Holdings. The principal and interest payable under the loan totaled US$2,972,790. Braille Holdings and Grafoid agreed to convert the loan amount into 29,727,900 common shares of Braille Holdings at a price of US$0.10 per share. The other shareholder of Braille Holdings was extended a preemptive right to purchase a pro rata amount of common shares in order to maintain his 25% ownership interest. The preemptive right expired on May 22, 2018, and Braille Holdings received no notice of the shareholder’s intention to exercise his preemptive right. As a consequence of the issuance of 29,727,900 common shares of Braille Holdings, Grafoid now owns 89.95% of Braille Holdings.
- Mincom will purchase Grafoid’s whole 89.95% equity interest of Braille Holdings on closing of the RTO.
- Mincom and Grafoid have agreed that the purchase price of US$2,000,000 payable by Mincom to Grafoid pursuant to the terms of the RTO will not change. On the completion of the RTO, Mincom will own 89.95% of the issued and outstanding shares in the capital of Braille Holdings.
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
Braille is the parent company of its wholly owned subsidiary, Braille Battery Inc.: a Sarasota, Florida-based battery manufacturing and energy storage solutions company.
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 .
Mincom Capital Inc. Gary Economo President and Chief Executive Officer 613-447-8521 geconomo@grafoid.com
