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Knowlton Capital Inc. Signs Definitive Agreement with Mogul Ventures Corp.
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[{"type":"text","content":"\n\n/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ \n\n\n\nMONTRÉAL, Aug. 26, 2014 /CNW Telbec/ - Knowlton Capital Inc. (TSXV: KWC.H) is pleased to announce that it has entered into a definitive agreement with Mogul Ventures Corp. providing for the acquisition by Knowlton of all of the issued and outstanding shares of Mogul. As previously announced, this transaction will constitute a reverse takeover of Knowlton. Mogul is a mining exploration company with properties in Mongolia.\n\nIn order to complete the transaction, Knowlton will call an annual and special meeting of shareholders at which it will seek approval for: a change of business to a mining exploration company and the reverse takeover in accordance with the policies of the TSX Venture Exchange, approval of a share consolidation on the basis of one common share for every 2.2416029 shares issued and outstanding, to take effect immediately prior to the closing of the transaction, and a change of corporate name to \"Mogul Ventures Corp.\". \n\nIn exchange for the shares of Mogul acquired, Knowlton will issue to each Mogul shareholder such number of common shares of Knowlton equivalent to the number of shares of Mogul acquired, on a one-for-one basis. Upon completion, Mogul will become a wholly-owned subsidiary of Knowlton and the shareholders of Mogul will in the aggregate hold a majority of the outstanding common shares of Knowlton.\n\nThe reverse takeover will be preceded by a court-approved plan of arrangement under the Business Corporations Act (British Columbia) between Mogul and its shareholders.\n\nConcurrent with the closing of the transaction, Knowlton intends to complete a brokered private placement for minimum gross proceeds of $1.5 million.\n\nThe proposed transaction was unanimously approved by Knowlton's board of directors, and each board member has executed a lock-up agreement pursuant to which he has agreed to vote his Knowlton shares in favour of the transaction and all matters relating thereto. The board also unanimously agreed to recommend to Knowlton shareholders that they vote in favour of the transaction at the annual and special meeting.\n\nFull details of the transaction will be included in Knowlton's management information circular to be prepared in connection with the shareholders...