VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 06/29/12 -- Big Mojo Capital Inc. (the "Corporation") (TSX VENTURE: MJJ.P), a capital pool company, announces that it has entered into a letter of intent ("Letter of Intent") with CapGain Properties Inc. with respect to the proposed acquisition of all of the issued and outstanding shares of CapGain Properties Inc. ("CapGain").
CapGain carries on the business of real estate company specializing in purchasing real estate properties at discount values in the U.S.A.
CapGain is incorporated under the Business Corporations Act ( Alberta) and has an office at 9 Crystal Lake Rd. Suite 25 Lake in the Hills, Illinois, 60156, U.S.A.
Brian E. Knight of Algonquin, Illinois, U.S.A. is the President, Chief Executive Officer, a Director and a controlling shareholder of CapGain. Mr. Knight is the only controlling shareholder of CapGain. There are a total of 41 registered and beneficial shareholders of CapGain.
The unaudited management prepared financial statements of CapGain, as at May 31, 2012, indicate that CapGain has a net comprehensive loss of US$421,511, total assets of US$7,535,859, total liabilities of US$890,252 and shareholder's equity of US$6,645,607.
Terms of the Proposed Transaction:
CapGain has issued and outstanding a total of 33,440,486 Common Shares and 4,538,185 Preferred Shares. The Preferred Shares are non-voting, are both redeemable by CapGain and retractable by the holder at a price of $0.20 per share at any time within 5 years, are entitled to annual cumulative dividends of 8%, with no dividend payable in the first year, and are convertible at any time within 5 years into Common Shares of CapGain on the basis of one Common Share for one Preferred Share.
The Letter of Intent contemplates that the Corporation will, subject to acceptance by the TSX Venture Exchange (the "Exchange") and meeting other regulatory requirements, issue a total of 33,440,486 Common Shares of the Corporation in exchange for the currently issued 33,440.486 Common Shares of CapGain and 4,538,185 Preferred Shares of the Corporation in exchange for the currently issued 4,538,185 Preferred Shares of CapGain. In addition, the Corporation will issue one Common Share in exchange for each Common Share of CapGain to be issued by CapGain pursuant to a proposed private placement to raise sufficient monies to pay the costs of completing the transactions contemplated in the Letter of Intent.
Subject to Exchange acceptance, it is intended that the acquisition of all of the issued Common Shares and Preferred Shares of CapGain (the "Acquisition") will constitute the Qualifying Transaction of the Corporation in accordance with Policy 2.4 of the Exchange.
CapGain has advanced a non-refundable deposit of $50,000 to the Corporation to be used by the Corporation to pay certain costs relating to the transactions referred to in the Letter of Intent and CapGain has agreed to pay the balance of such costs and all other costs relating to the transactions.
The Corporation will be required to engage a Sponsor in relation to the proposed Qualifying Transaction. The name of the Sponsor and the details of the Sponorship will be announced in a further press release.
The transactions contemplated in the Letter of Intent are subject to, among other things, the following conditions:
1. completion of due diligence by the Corporation and CapGain; 2. the appointment of nominees of CapGain to the board of directors of the Corporation; 3. the repayment by CapGain on behalf of the Corporation of loans in the amount of $20,000; 4. a total of 800,000 escrowed Common Shares of the Corporation shall be purchased by some of the new directors and officers at a price of $0.075 per share; 5. the entering into of a definitive agreement; and 6. meeting all regulatory requirements, including approval of the Exchange, and meeting all conditions of the definitive agreement.
The proposed Qualifying Transaction will be at arm's length, and accordingly, will not require approval by the majority of the minority shareholders of the Corporation; however, detailed information on the Qualifying Transaction, CapGain and the Resulting Issuer (as defined in the Exchange policies) will be included in a Filing Statement to be filed on SEDAR.
It is proposed that upon completion of the Qualifying Transaction a new board of directors will be appointed or elected. The new board will consist of five directors. The following is a description of the proposed directors and officers of the Resulting Issuer:
President, Chief Executive Officer and Director
Brian E. Knight is a director, the President, the Chief Executive Officer and controlling shareholder of the CapGain. It is proposed that Mr. Knight will be appointed President, Chief Executive Officer and a director of the Resulting Issuer. Over the last seven years, Mr. Knight has served in executive roles for various companies. He has served as Chief Executive Officer of Strategic Lending Solutions, LLC, a commercial real estate lending company, and as Executive Director of United Private Capital, Inc., a real estate holding company. He also served as President of K&M Oil Company Inc., a private oil company. Mr. Knight holds a Bachelor's degree in Biology from Illinois State University.
Neil B. Ramsay will be appointed a director of the Resulting Issuer. Mr. Ramsay holds a Bachelor of Commerce degree from the University of Alberta, a Master of Accountancy from Bowling Green State University of Ohio, and holds the professional designation of Chartered Accountant from the Institute of Chartered Accountants of Alberta. Since November, 1983, Mr. Ramsay has been a Chartered Accountant and President of Neil Ramsay Professional Corporation.
Jeffrey B. Meyer will be appointed a director of the Resulting Issuer. Mr. Meyer is the Vice President of Geneva Partners, LLC, an asset management company. He specializes in portfolio management and financial planning. He holds securities licenses with WRP Investments, Inc. and the Charter Mutual Fund Counselor (CMFC) designation. Mr. Meyer holds a Bachelor's degree in Communication Management Technology from the University of Wisconsin-Platteville, a Master's degree in Marketing from Loyola University in Chicago, and a Master's degree in Finance and Economics from Loyola University in Chicago.
Anthony K. Miller will be appointed a director of the Resulting Issuer. Mr. Miller has been the Chief Executive Officer of AM Oil Resources & Technology Inc., an oil technology and production company specializing in secondary oil recovery, trading on the OTC Bulletin Board from inception in 2008. Since March, 2012, Mr. Miller has been the Chief Executive Officer, Chief Financial Officer and Director of US Energy Initiatives Corp., which manufactures and markets retrofit systems and which trades on the OTC. From December, 2010 to June, 2011, he was a director of Alpha Trade.com, a financial services company, located in Vancouver, British Columbia, traded on the OTC Bulletin Board. From February, 2005 to September, 2010, Mr. Miller was the Chief Executive Officer of Fire Mountain Beverage Company, a producer and marketer of branded bottled water products for itself and private label brands. From August, 1996 to February, 2005, Mr. Miller was the President and director of United States Crude International of Redland, California, an oil production and technology company. Mr. Miller received a Masters of Business and Administration in Management from Columbia Pacific University and a Bachelor of Science degree from Cal-State University, Long Beach, California.
Rene Branchaud will be appointed a director of the Resulting Issuer. Mr. Branchaud is a lawyer with the law firm of Lavery, de Billy, L.L.P., practicing in Montreal in the areas of securities law, mergers and acquisitions and corporate law. He assists companies on their incorporation, corporate structure, shareholders' agreements, private placements, public offerings, stock exchange listings as well as dispositions and takeovers. Mr. Branchaud serves on the board of directors and is corporate secretary of several public companies and non -profit organizations. He also serves on several committees of the board of public companies, including audit committees, corporate governance committees and ad hoc committees created for specific transactions such as mergers and take-overs. In addition, he advises directors who sit on ad hoc committees. Mr. Branchaud received a Bachelor of Laws degree from the Universite Laval in Quebec in 1982. Mr. Branchaud was admitted to the Quebec Bar on November 30, 1983.
Michael L. Loprieno will be appointed Chief Financial Officer and Secretary of the Resulting Issuer. Mr. Loprieno will hold in excess of 10% of the Resulting Issuer. He is an attorney in general practice working as an associate at Mark Tarinelli, P.C., where he specializes in real estate related matters, namely: foreclosure, forcible entry and detainer, and assessment appeals. He also serves as President of LOP Capital LLC, a private lending entity, and is a licensed Illinois realtor. Mr. Loprieno holds a Bachelor's degree in Business Administration from Lewis University and a Juris Doctor from DePaul University College of Law.
Consulting Direct, Inc, will own in excess of 10% of the issued shares of the Resulting Issuer.
Trading in the shares of the Corporation will be halted until such time as the Qualifying Transaction is completed.
Upon completion of the Qualifying Transaction, the Corporation will be classified as an investment issuer on 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.
"This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available."
Statements in this press release contain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "contemplates", "intends", "plan", "expect", "project", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, without limitation, statements with respect to: completion of the Acquisition; receipt of all necessary shareholder, regulatory and third party approvals, if applicable; and the composition of the board of directors and management of the Resulting Issuer. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although the Corporation believes that the expectations reflected in the forward-looking information is reasonable, there can be no assurance that such expectations will prove to be correct. The Corporation cannot guarantee future results, level of activity, or performance of achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of the Corporation) that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to: (a) statements with respect to the current state of the U.S. economy and real estate markets and the expectation that economic recovery will lead to increases in the demand for and values of real estate properties in the targeted markets; (b) the availability of properties for purchase that are consistent with the Corporation's investment objectives and criteria; (c) the intention or ability of the Corporation to identify and complete the acquisition of properties; and (d) the prospects for the future sale, lease or refinancing of properties. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. The Corporation undertakes no obligation to update or revise any forward-looking statements to conform such information to actual results or to changes in its expectations except as otherwise required by Exchange Requirements and applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
NEITHER THE 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 THIS RELEASE.
Big Mojo Capital Inc.
604-630-6550 ext. 111