POCML 1 Inc. and Mason Graphite Corp. Enter Into Amalgamation Agreement

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TORONTO, ONTARIO--(Marketwire -07/16/12)- NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

POCML 1 Inc. ("POCML1") (LMP.P), a capital pool company listed on the TSX Venture Exchange (the "TSXV"), and Mason Graphite Corp. ("Mason Graphite") are pleased to announce that on July 16, 2012, POCML1, Mason Graphite and a wholly-owned subsidiary of POCML1 ("Subco") entered into an amalgamation agreement (the "Amalgamation Agreement") whereby POCML1 will acquire all of the issued and outstanding shares of Mason Graphite, an arm's length party. Pursuant to the Amalgamation Agreement, Mason Graphite will amalgamate with Subco and all of the outstanding common shares of Mason Graphite ("Mason Shares") will be exchanged for common shares of POCML1 ("POCML1 Shares") on a one for one basis (the "Transaction"). As a result, 51,229,979 shares will be issued by POCML1 to former Mason Graphite shareholders, on a non-diluted basis. The Transaction will constitute POCML1's Qualifying Transaction, as defined in Policy 2.4 of the TSXV Policy Manual.

Mason Graphite

Mason Graphite is a private company incorporated pursuant to the Business Corporations Act (Ontario). Mason Graphite owns a 100% interest in the Lac Gueret graphite property (the "Lac Gueret Property") consisting of 11,630.34 hectares, which is located in the Cote-Nord-Nouveau-Quebec region in northeastern Quebec, which it acquired from Cliffs Natural Resources Inc. through its wholly-owned subsidiary Quinto Mining Corporation ("Quinto") pursuant to an asset purchase agreement dated April 5, 2012. The total purchase price for the acquisition was US$15,000,000 in cash, payable in instalments based on the achievement of certain milestones over a five year period and the issuance of 2,041,571 warrants to Quinto, each warrant being exercisable for one Mason Share at an exercise price of $0.75 until April 5, 2014. An aggregate of US$7,500,000 was paid on closing, with US$2,500,000 due following the completion of a feasibility study and US$5,000,000 due on achievement of commercial production. If the feasibility study is not completed by April 5, 2015, Mason Graphite is required to pay (a) US$1,250,000 on April 5, 2015, and (b) US$1,250,000 on the earlier of (i) the fifth business day following the day on which a feasibility study is completed; and (ii) October 5, 2015. If commercial production is not achieved by October 5, 2016, Mason Graphite is required to pay (a) US$2,500,000 on October 5, 2016; and (b) US$2,500,000 on the earlier of (i) the fifth business day following the day on which commercial production is achieved; and (ii) April 5, 2017. Pursuant to a general security agreement dated April 5, 2012, Quinto holds a security interest over all of Mason Graphite's personal and real property, including the mining claims that comprise the Lac Gueret Property, to secure payment of the balance of the purchase price and the performance of Mason Graphite's obligations under the asset purchase agreement.

The Lac Gueret Property contains measured and indicated resources totalling 7,595,900 tonnes grading 20.40% Cgr (carbon as graphite) and inferred resources totalling 2,758,300 tonnes grading 17.29% Cgr, in each case using a cut-off grade of 4% Cgr. This mineral resource estimate was based on the diamond drill program conducted by Quinto in 2006 on the northeast portion of the GC Graphite Zone. Twenty-four (24) NQ drill holes totalling 2,149 metres were drilled by Quinto at 50 metre spacing on a grid 250 metres by 250 metres.

The mineral resource estimate for the northeast GC Zone of the Lac Gueret Property is summarized in Table 1 below:

Table 1 - Mineral Resource Estimate Summary NE GC Zone, Lac Gueret Property effective at June 22, 2012

 

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Resource Estimate (4% Cgr cut off)
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Grade
Categories Unit Tonnes (% Cgr)
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Measured (M) Unit 1 (4 to 10% Cgr) 31,200 7.82
Unit 2 (10 to 27% Cgr) 122,800 14.85
Unit 3 (greater than 27% Cgr) 144,900 36.72
All units 298,900 24.39
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Indicated (I) Unit 1 (4 to 10% Cgr) 2,672,500 8.09
Unit 2 (10 to 27% Cgr) 2,089,200 16.83
Unit 3 (greater than 27% Cgr) 2,535,300 36.2
All units 7,297,000 20.24
----------------------------------------------------------------------------
M + I Unit 1 (4 to 10% Cgr) 2,703,700 8.67
Unit 2 (10 to 27% Cgr) 2,212,000 18.30
Unit 3 (greater than 27% Cgr) 2,680,200 36.96
All units 7,595,900 20.40
----------------------------------------------------------------------------

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Inferred Unit 1 (4 to 10% Cgr) 1,272,600 7.56
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Unit 2 (10 to 27% Cgr) 714,200 17.54
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Unit 3 (greater than 27% Cgr) 771,500 33.1
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All units 2,758,300 17.29
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Notes on Mineral Resource Estimation

 

1. The Mineral Resource estimation for the northeast portion of the GC Zone
graphite drill grid on the Lac Gueret Property used a 4% cut-off. The
geological interpretation and model included eight units (four units
with two subdivisions): Unit 1 is defined by % Cgr between 4-10%; Unit 2
has 10-27% Cgr, while Unit 3 contains 27% Cgr or more. Waste has less
than 4% Cgr. The calculated amount of sulphides below and above 20%
nominal total sulphides (pyrrhotite + pyrite) formed the two
subdivisions to account for density differences. The units sensibly
interlayer, and since there may be metallurgical difference among them,
it seemed prudent to carry the complexity through the model. The
reported units are the weighted averages of the low- and high-sulphide
units. The geological interpretation and model included eight units
(four units with two subdivisions): Unit 1 is defined by % Cgr between
4-10%; Unit 2 has 10-27% Cgr, while Unit 3 contains 27% Cgr or more.
Waste has less than 4% Cgr.
2. The blocks were kept small (3 x 3 x 3 metres) to constrain the model to
the geological interpretation as much as possible. The search ellipsoid
was defined in a plane that parallels the average bedding trend. The
search ellipse has a principal azimuth of 165 degrees, a principal dip
of -20 degrees and intermediate azimuth of 150 degrees. Anisotropy was
interpreted with the semi variogram and set to 60 metres along the X
axis, 40 metres along the Y axis and 50 metres.
3. The mineral resource estimates were prepared following the CIM
definitions with the exception that, for industrial minerals, the
information regarding metallurgy and market acceptability has not been
completed by Mason Graphite at this time.
4. The Qualified Person has verified the data underlying the mineral
resource estimate and knows of no known limitations regarding the field
data besides the normal data ranges inherent in the methods described.
The database was built by Geospark for Quinto over several years in
Access (2007-2009). It was imported to the Minesight™ software
workspace where multiple tables can be manipulated in one workspace. The
assay data matched the database aside from two data entry errors that
were corrected. The sample interval checks encountered three examples
arising from keypunch errors, which were amended. No other errors were
discovered that would impact the mineral resource estimation. The data
base was imported to GEMCOM GEMS™ software for the Mineral Resource
estimation.
5. Mineral resources that are not mineral reserves do not have demonstrated
economic viability. The estimate of mineral resources may be materially
affected by environmental, permitting, legal, title, taxation,
sociopolitical, marketing, or other relevant issues.
6. The quantity and grade of reported inferred mineral resources in this
estimation are uncertain in nature and there has been insufficient
exploration to define these inferred mineral resources as indicated or
measured mineral resources and it is uncertain if further exploration
will result in upgrading them to indicated or measured mineral
resources.
7. Numbers may not add up due to rounding.

The graphite mineral resource estimate herein was prepared by Edward Lyons, P.Geo., and Guy Saucier, Eng., both of whom are independent, qualified persons as defined by National Instrument 43-101. Each of Mr. Lyons and Mr. Saucier has reviewed and approved the scientific and technical content of this press release.

Quality Assurance/Quality Control

Quality control for the diamond drill program conducted by Quinto in 2006 was done at two levels for the samples. Process Research Associates ("PRA") added two duplicate samples and two standards with non-indicative labels in each run of 20 samples for a total batch of 24 samples. International Plasma Labs ("IPL") of Vancouver, BC, following the ISO 9002.1994 requirements, added an internal standard as the 21st sample in a batch of 40 samples. Each 1st and 20th client samples are also duplicated. These are in addition to the four unidentified standards and duplicates introduced into the batch by PRA. Every 10th determination, defined as sample, duplicate, or standard, is a blank sample supplied by PRA.

In addition, PRA sent one of the duplicate samples and one of the standard samples from each batch to Assayers Canada Inc. for analysis as an independent check.

Blanks enter the sample stream when PRA sends the sample to IPL for analyses. No blanks or standards were added in the sample stream in the field.

Financing

Mason Graphite intends to complete a private placement (the "Offering") of 6,766,666 subscription receipts of Mason Graphite (the "Subscription Receipts") at a price of $0.75 per Subscription Receipt for aggregate gross proceeds of $5,074,999.50. Each Subscription Receipt shall entitle the holder thereof to receive one Mason Share and one-half of one common share purchase warrant (each whole warrant, a "Warrant") upon satisfaction of the Escrow Release Condition (as defined below). Each Warrant shall entitle the holder thereof to acquire one Mason Share, subject to standard adjustment provisions, at a price of $1.00 per Mason Share for a period of one year from the date on which the POCML1 Shares issuable pursuant to the Transaction are listed and commence trading on the TSXV (the "Listing Date").

The gross proceeds from the sale of the Subscription Receipts (the "Escrowed Proceeds") will be held in escrow by an escrow agent (the "Escrow Agent") pending satisfaction of the Escrow Release Condition. Provided the Escrow Release Condition has been satisfied on or prior to October 15, 2012 (the "Release Deadline"), the Escrowed Proceeds (and accrued interest) will be released to Mason Graphite (the "Escrow Release Date"), and the Subscription Receipts will be automatically converted into Mason Shares and Warrants. The net proceeds of the Offering will be used to fund exploration and development activities on the Lac Gueret Property and for general corporate purposes. The "Escrow Release Condition" means the satisfaction of all conditions precedent to the completion of the Transaction, other than the filing of the Articles of Amalgamation giving effect to the amalgamation of Mason Graphite and Subco. In connection with the Offering and the Transaction, Delano Capital Corp. ("Delano") has been engaged to act as agent and financial advisor to Mason Graphite and will be paid a cash fee equal to 7% of the gross proceeds of the Offering on the closing date of the Offering. As additional consideration for the services of Delano, Mason Graphite will issue Delano 666,666 Mason Shares and grant Delano compensation options (the "Compensation Options") entitling Delano to subscribe for that number of Mason Shares as is equal to 7% of the total number of Subscription Receipts sold pursuant to the Offering. Each Compensation Option will be exercisable to acquire one Mason Share for a period of 24 months commencing on the Listing Date at an exercise price of $0.75 per Mason Share.

There is no assurance that the Offering will be completed on the terms set out above or at all.

Amalgamation Agreement

Pursuant to the Amalgamation Agreement, POCML1, Subco and Mason Graphite have agreed to complete the Transaction pursuant to which, among other things, Subco and Mason Graphite will amalgamate pursuant to the provisions of the Business Corporations Act (Ontario) to form a wholly-owned subsidiary of the Resulting Issuer (as defined below), and each Mason Graphite shareholder (other than a Mason Graphite shareholder who exercises dissent rights) will be entitled to receive one POCML1 Share for each one Mason Share held by such Mason Graphite shareholder.

Upon completion of the Transaction, POCML1 will change its name to "Mason Graphite Inc." or such other name as may be approved by Mason Graphite, the TSXV and any other governmental authority having jurisdiction (the "Resulting Issuer"). The Resulting Issuer will be subject to the Business Corporations Act (Ontario), have its head and registered offices in Toronto, Ontario and Montreal, Quebec, and will carry on the business of Mason Graphite.

Upon completion of the Transaction, each holder of a Warrant, a Mason Graphite broker warrant (the "Broker Warrants") or an outstanding Mason Graphite warrant (together with the Broker Warrants and the Warrants, the "Mason Warrants") will be entitled to receive upon the subsequent exercise thereof, in accordance with its terms, and shall accept in lieu of the number of Mason Shares otherwise issuable upon such exercise, the number of common shares of the Resulting Issuer (the "Resulting Issuer Shares") which such holder would have been entitled to receive as a result of the Transaction if, immediately prior to the Transaction, such holder had been the registered holder of the number of Mason Shares to which such holder was previously entitled upon such exercise.

Upon completion of the Transaction, former Mason Graphite shareholders will continue as shareholders of the Resulting Issuer. The Resulting Issuer will have 56,229,979 issued and outstanding Resulting Issuer Shares (after giving effect to the Offering, on a non-diluted basis), 51,229,979 to be held by former Mason Graphite shareholders (including those persons that became Mason Graphite shareholders as a result of the Offering) and 5,000,000 to be held by former POCML1 shareholders which represents ownership of the Resulting Issuer of approximately 91% by former Mason Graphite shareholders and approximately 9% by former POCML1 shareholders, on an undiluted basis.

If all of the Mason Warrants were exercised, upon completion of the Transaction, the Resulting Issuer would have approximately 72,652,632 issued and outstanding Resulting Issuer Shares (after giving effect to the Offering), 67,652,632 to be held by former Mason Graphite shareholders (including those persons that became Mason Graphite shareholders as a result of the Offering) and 5,000,000 to be held by former POCML1 shareholders (which represents ownership of the Resulting Issuer of approximately 93% by former Mason Graphite shareholders and approximately 7% by former POCML1 shareholders). 67,652,632 Resulting Issuer Shares will be issued or be reserved for issuance to former Mason Graphite shareholders, warrantholders and broker warrant holders (including after giving effect to the Offering).

Completion of the Transaction will be subject to certain standard conditions including, without limitation: (a) receipt of all necessary consents, waivers, permits, exemptions, orders and approvals, including the approval of the TSXV for the listing of the Resulting Issuer Shares to be issued pursuant to the Transaction; (b) receipt of a title opinion addressed to POCML1 and Subco relating to the Lac Gueret Property; (c) receipt of shareholder approval by Mason Graphite shareholders to the Transaction, as further discussed below; (d) receipt of shareholder approval by POCML1 shareholders to the name change, as further discussed below; (e) completion of the Offering; and (f) each of the current directors and officers of POCML1 shall have tendered their resignations and provided releases.

Shareholder Approvals

In connection with the Transaction, subject to shareholder approval, POCML1 intends to change its name to "Mason Graphite Inc.", or such other name as may be approved by Mason Graphite, the TSXV and any other governmental authority having jurisdiction. The Transaction will not be subject to the approval of the shareholders of POCML1.

Approval of the Transaction is required by special resolution of the shareholders of Mason Graphite.

Resulting Issuer

Following completion of the Transaction, all of the current officers and directors of POCML1 will resign. The members of the executive management team and directors of the Resulting Issuer will be as follows:

Benoit Gascon - Chief Executive Officer and Director

Mr. Gascon brings over 20 years of experience in the Graphite & Carbon industries. He was the CEO of Stratmin Graphite which operates the Lac-des-Iles deposit; one of North America's only producing graphite mines. He negotiated the complete take-over of Stratmin Graphite by Imerys SA, a world leader in Industrial Minerals, to form Timcal Graphite & Carbon, a world leader in its industry. At Timcal, he held various executive positions from Senior Vice-President Sales and Deputy General Manager to Senior Vice-President, Business Development and Strategy. Mr. Gascon is a Chartered Accountant and a Certified Management Accountant and holds a Bachelor in Business Administration from Ecole des Hautes Etudes Commerciales (HEC).

Tyrone Docherty - Chairman of the Board and Director

Since 1984 Mr. Docherty has been involved in various aspects of the resource industry. In 1997 Mr. Docherty assumed the title of President and CEO for Quinto Mining Corporation which was actively involved in the Province of Quebec with many resource properties. Quinto's flagship property's Peppler Lake/Lamelee iron ore and Lac Gueret graphite attracted the attention of Consolidated Thompson Iron Mines who were looking to impact the iron ore industry in Quebec. Consolidated Thompson purchased Quinto for approximately $175 million in June 2008. Following the sale of Quinto to Consolidated Thomson Mr. Docherty was appointed as the President, CEO and a director of Deer Horn Metals in October 2008. In his capacity as President and CEO, Mr. Docherty attends to the day-to-day management of the company's affairs including administration and investor communications. Mr. Docherty is also actively involved with other British Columbia based publicly listed and private mining companies as a director.

Benoit Moreau - President, Chief Operating Officer and Director

Benoit Moreau has over 25 years of experience in the mining industry. He is geologist who graduated from Universite of Montreal, has a mining engineer degree from Ecole Polytechnique of Montreal and has an MBA from University du Quebec a Montreal. Prior to joining Mason Graphite, Benoit Moreau was Vice-President of Exploration and a Director of Otish Energy, from 2008 to 2011. He was the Founder and former President of GeoMega Resources Inc. From 2006 to 2008, he was Project Manager for EarthMetrix Inc., a company offering mineral exploration services and from 1999 to 2006, he was president of Global Ionix Inc., a company specialized in metallurgical processes (acquired by Capimont Inc. in 2006). Mr. Moreau is a member of the Ordre des Ingenieurs du Quebec.

Greg Duras - Chief Financial Officer

Greg Duras joined Forbes & Manhattan, Inc. in June 2007 as Chief Financial Officer, bringing with him more than 15 years of corporate and project finance experience in the resource sector. Prior to assuming this role, he held the position of Vice President of Finance and Administration at S.C. Rosia Montana Gold Corporation S.A., a mineral exploration and mining development company based in Romania with responsibility for financial reporting, project financing, taxation, auditing and budgeting activities. Prior to this, Mr. Duras held a number of senior finance roles, including Controller of TSX-listed Gabriel Resources Ltd. and High River Gold Mines Ltd. Mr. Duras is a Certified General Accountant and a Certified Professional Accountant.

Francois Laurin - Director

Francois Laurin held senior management positions with several Canadian companies with international operations before joining Forbes & Manhattan, Inc. in 2011. Previously he served as Chief Financial Officer of Consolidated Thompson Iron Mines Ltd which was acquired for $4.9 billion by Cliffs Natural Resources in 2011. He is currently the President and CEO of Cap-Ex Ventures Inc. and CFO of Copper One Inc., two exploration mining companies listed on the TSXV. Mr Laurin also has extensive experience in the transportation, telecommunication, media and private equity industries. He is currently a member of the Board of Directors of Cap-Ex Ventures Inc., Copper One Inc. and McGill University Health Centre and member of the Audit Committee of McGill University. He had been a Director and member of Board of Directors committees of several public and private companies. Mr. Laurin holds the CA and CFA designations. He also earned a graduate diploma in Public Accountancy and a Bachelor of Commerce degree from McGill University. He earned his Director designation from the Institute of Corporate Directors.

G. Scott Moore - Director

Mr. Moore is a finance executive with over 20 years of experience in the resource sector. He presently serves as Chief Operating Officer of Forbes & Manhattan, Inc., President of Dacha Stretegic Metals Inc. and Vice-President of Corporate Development of Sulliden Gold Corporation Ltd. He holds a Bachelor of Arts degree from the University of Toronto and an MBA from the Kellogg School of Management.

Alastair Neill - Director

Mr. Neill is the former VP sales, Rare Earth Division and VP Business Development for AMR (Now Neo-Material Technologies). Mr. Neill is one of the leading experts in rare earth elements. He brings over 15 years of direct Rare Earth experience with downstream end-users in Korea, Japan, Europe and North America and with suppliers in China. He holds a Master of Business Administration from York University and a Bachelor of Engineering in Material Science from the University of Western Ontario.

All directors of the Resulting Issuer will hold office until the next annual general meeting of the Resulting Issuer unless they resign prior thereto or are removed by the shareholders of the Resulting Issuer.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless an exemption from this requirement can be obtained in accordance with the policies of the TSXV. POCML1 and Mason Graphite intend to apply to the TSXV for an exemption from the sponsorship requirements, but there is no assurance that such an exemption will be granted.

Other Information

Completion of the Transaction is subject to a number of conditions including but not limited to TSXV acceptance and if applicable pursuant to the TSXV 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 TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Cautionary Statements Regarding Forward Looking Information

This press release contains "forward-looking information" within the meaning of Canadian securities legislation. All information contained herein that is not clearly historical in nature may constitute forward-looking information. Generally, such forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of POCML1, Mason Graphite or the resulting issuer to be materially different from those expressed or implied by such forward-looking information, including but not limited to: (i) the possibility that the Amalgamation would not be completed; (ii) volatile stock price; (iii) the general global markets and economic conditions; (iv) the possibility of write-downs and impairments; (v) the risk associated with exploration, development and operations of mineral deposits; (vi) the risk associated with establishing title to mineral properties and assets; (vii) the risks associated with entering into joint ventures; (viii) fluctuations in commodity prices; (ix) the risks associated with uninsurable risks arising during the course of exploration, development and production; (x) competition faced by the resulting issuer in securing experienced personnel and financing; (xi) access to adequate infrastructure to support mining, processing, development and exploration activities; (xii) the risks associated with changes in the mining regulatory regime governing the resulting issuer; (xiii) the risks associated with the various environmental regulations the resulting issuer is subject to; (xiv) risks related to regulatory and permitting delays; (xv) risks related to potential conflicts of interest; (xvi) the reliance on key personnel; (xvii) liquidity risks; (xviii) the risk of potential dilution through the issue of resulting issuer common shares; (xix) the resulting issuer does not anticipate declaring dividends in the near term; (xx) the risk of litigation; and (xxi) risk management.

Forward-looking information is based on assumptions management believes to be reasonable at the time such statements are made, including but not limited to, completion of the Amalgamation, continued exploration activities, no material adverse change in metal prices, exploration and development plans proceeding in accordance with plans and such plans achieving their stated expected outcomes, receipt of required regulatory approvals, and such other assumptions and factors as set out herein. Although POCML1 and Mason Graphite have attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Such forward-looking information has been provided for the purpose of assisting investors in understanding POCML1, Mason Graphite and the resulting issuer's business, operations and exploration plans and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is made as of the date of this press release, and POCML1, Mason Graphite and the resulting issuer do not undertake to update such forward-looking information except in accordance with applicable securities laws.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release and has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.

Contact:

POCML 1 Inc.
David D'Onofrio
Chief Executive Officer
416-643-3880
Mason Graphite Corp.
Benoit Gascon
Chief Executive Officer
514-281-9434

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