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MCL Capital Inc. announces Agreement in Principle with Feel Good Cars Inc.
MCL Capital Inc. announces Agreement in Principle with Feel Good Cars Inc..
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[{"type":"text","content":"\n\n\n\n\n(TSXV: MCP.P)\n\nTORONTO, Nov. 15 /CNW/ - MCL Capital Inc. (\"MCL\") is pleased to announce\nthat it has entered into an agreement in principle with Feel Good Cars Inc.\n(\"FGC\") dated November 14, 2005 (the \"Agreement\") to acquire 100% of the\nissued and outstanding securities of FGC (the \"Proposed Acquisition\").\nMCL is a capital pool company and intends for the Proposed Acquisition to\nconstitute its Qualifying Transaction as such term is defined in the policies\nof the TSX Venture Exchange (the \"Exchange\"). The Proposed Acquisition will be\nan arm's-length transaction. Upon completion of the Proposed Acquisition, MCL\nis expected to be a Tier 2 Industrial Issuer.\nFGC is incorporated under the Business Corporations Act (Ontario).\nSubstantially all of FGC's assets are located in the Province of Ontario. FGC\ncurrently has (i) 31 shareholders holding an aggregate of 2,852,477 common\nshares in the capital of FGC (\"FGC Shares\"), (ii) one warrantholder holding\n12,500 warrants exercisable for 12,500 FGC Shares at an exercise price of\n$2.00 per share (\"Series I FGC Warrants\"), (iii) 13 noteholders holding notes\nin the aggregate principal amount of $535,000 which are exchangeable for an\naggregate of 334,375 FGC Shares and 83,594 warrants which are exercisable for\n83,594 FGC Shares at an exercise price of $2.00 per share (\"Series II FGC\nWarrants\"); and (iv) one noteholder holding notes in the aggregate amount of\n$1,097,635 which are exchangeable for an aggregate of 548,818 FGC Shares. All\nSeries I FGC Warrants and Series II FGC Warrants will be exercisable on or\nbefore the day that is 18 months following the date of completion of the\nProposed Acquisition.\nPursuant to the terms of the Agreement, MCL intends to acquire all\n3,735,670 FGC Shares, 12,500 Series I FGC Warrants and 83,594 Series II FGC\nWarrants expected to be issued and outstanding as of the date of the Proposed\nAcquisition. The Proposed Acquisition will occur by way of a \"three cornered\namalgamation\" of FGC and a wholly-owned subsidiary of MCL. The name of the\namalgamated entity is expected to be Feel Good Cars Inc. while the name of MCL\nis expected to be changed to Feel Good Cars Corporation.\nPursuant to the Agreement, the consideration for the Proposed Acquisition\nwill be as follows: securityholders of FGC shall receive (i) 8...