Tuesday, May 27, 2014

Knowlton Capital Inc. Announces Proposed Reverse Takeover for Mogul Ventures Inc.


MONTREAL, May 26, 2014 /CNW Telbec/ - Knowlton Capital Inc. (TSXV: KWC.H) is pleased to announce that it has entered into a letter of intent dated May 23, 2014 with Mogul Ventures Inc. ("Mogul"), a corporation existing under the laws of the province of British Columbia, to complete a going-public transaction for Mogul (the "Proposed Transaction"). Mogul is a mining exploration company with projects located in Mongolia.

It is anticipated that the Proposed Transaction will proceed by way of a share exchange and a "change of business" of Knowlton to a mining exploration company, with the resulting public entity being named "Mogul Ventures Inc." (the "Resulting Issuer"). The Proposed Transaction, if and when it proceeds, will constitute a reverse take-over, whereby, upon completion, the shareholders of Mogul will hold a majority of the outstanding common shares of the Resulting Issuer. Concurrently with the closing of the Proposed Transaction, the Resulting Issuer intends to complete a brokered private placement for minimum gross proceeds of $1.5 million (the "Private Placement").

Trading of the common shares of Knowlton was halted at Knowlton's request and is expected to remain halted pending the completion of the Proposed Transaction and until the TSX-V authorized a reinstatement of trading.

A comprehensive press release with further particulars relating to the Proposed Transaction and the Resulting Issuer will follow in accordance with the policies of the TSXV.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; execution of a definitive agreement in respect of the Share Exchange; receipt of regulatory approvals; acceptance of the Proposed Transaction by the TSXV; receipt of legal opinions on the title to the mining projects owned by Mogul; and shareholders of each of Knowlton and Mogul approving the Share Exchange and other actions necessary to complete the Proposed Transaction. There can be no assurance that the Proposed Transaction or the Private Placement 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Notice on forward-looking statements:

This release includes forward-looking statements regarding Knowlton, Mogul and their respective businesses. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction and the Private Placement, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the mining industry, market conditions, economic factors, Mogul's management's ability to manage and to operate the business and the equity markets generally. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Knowlton undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Knowlton's main activity is to identify and evaluate businesses or assets with the aim of completing a transaction to reactivate the company.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or for dissemination in the United States

SOURCE Knowlton Capital


Rafi Hazan, Chief Financial Officer, (514) 788-1499 x 202 Copyright CNW Group 2014

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