Mongolia Growth Group Ltd. Announces Private Placement Offering
Calgary, Alberta CANADA, March 21, 2011 /FSC/ - Mongolia Growth Group Ltd. (YAK - CNSX), ("MGG" or "The Company") is pleased to announce a non-brokered "commercially reasonable efforts" private placement offering ("Offering") of common shares ("Common Shares") to raise gross proceeds of up to CDN$ 10 million with a CDN$ 5 million overallotment for aggregate proceeds of up to CDN$ 15 million. The Common Shares will be priced at CDN$ 1.32.
Harris Kupperman, Chairman and CEO of The Company has indicated his intention to subscribe for CDN$ 1,320,000 or 1,000,000 Common Shares and COO and interim CFO Jordan Calonego has indicated his intention to purchase CDN$ 132,000 or 100,000 Common Shares. Various members of the board and management have also indicated their intention to subscribe for Common Shares in the Offering, which will be set-out in a material change report filed on SEDAR once known.
Certain directors and officers of The Company will acquire shares under the private placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to nor the consideration paid by such persons will exceed 25% of The Company's market capitalization.
The Company intends to use the proceeds to fund the recently announced insurance company, purchase leasable real estate, take advantage of investment opportunities and general corporate purposes.
The Offering is scheduled to close on or about April 8, 2010 (the "Closing Date"), and is subject to certain conditions, including but not limited to, receipt of all necessary approvals including the approval of the CNSX Exchange and the securities regulatory authorities.
The Common Shares issued in connection with this Offering will be subject to a four-month hold period from the Closing Date, as prescribed by the CNSX exchange and applicable securities laws.
For further information, please visit the Company's website at www.mongoliagrowthgroup.com.
Or contact: Jordan Calonego, interim Chief Financial Officer
jcalonego@MongoliaGrowthGroup.com
(807) 622-9909
or
Harris Kupperman, Chief Executive Officer
hkuppy@MongoliaGrowthGroup.com
Forward-looking Information Cautionary Statement
Except for statements of historic fact, this news release contains certain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management relying on their experience at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CNSX, changes in the business environment that might impact the intended use of proceeds and changes in the intention of the parties to subscribe to the private placement. There are uncertainties inherent in forward-looking information, including factors beyond MGG's control. MGG undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in MGG's filings with Canadian securities regulators, which filings are available at www.sedar.com. The CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Source: Mongolia Growth Group Ltd. (CNSX - YAK)
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Harris Kupperman, Chairman and CEO of The Company has indicated his intention to subscribe for CDN$ 1,320,000 or 1,000,000 Common Shares and COO and interim CFO Jordan Calonego has indicated his intention to purchase CDN$ 132,000 or 100,000 Common Shares. Various members of the board and management have also indicated their intention to subscribe for Common Shares in the Offering, which will be set-out in a material change report filed on SEDAR once known.
Certain directors and officers of The Company will acquire shares under the private placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to nor the consideration paid by such persons will exceed 25% of The Company's market capitalization.
The Company intends to use the proceeds to fund the recently announced insurance company, purchase leasable real estate, take advantage of investment opportunities and general corporate purposes.
The Offering is scheduled to close on or about April 8, 2010 (the "Closing Date"), and is subject to certain conditions, including but not limited to, receipt of all necessary approvals including the approval of the CNSX Exchange and the securities regulatory authorities.
The Common Shares issued in connection with this Offering will be subject to a four-month hold period from the Closing Date, as prescribed by the CNSX exchange and applicable securities laws.
For further information, please visit the Company's website at www.mongoliagrowthgroup.com.
Or contact: Jordan Calonego, interim Chief Financial Officer
jcalonego@MongoliaGrowthGroup.com
(807) 622-9909
or
Harris Kupperman, Chief Executive Officer
hkuppy@MongoliaGrowthGroup.com
Forward-looking Information Cautionary Statement
Except for statements of historic fact, this news release contains certain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management relying on their experience at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CNSX, changes in the business environment that might impact the intended use of proceeds and changes in the intention of the parties to subscribe to the private placement. There are uncertainties inherent in forward-looking information, including factors beyond MGG's control. MGG undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in MGG's filings with Canadian securities regulators, which filings are available at www.sedar.com. The CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Source: Mongolia Growth Group Ltd. (CNSX - YAK)
Maximum News Dissemination by Filing Services Canada Inc. http://www.usetdas.com
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