POCML 1 Inc. Files Filing Statement with Respect to a Qualifying Transaction with Mason Graphite Corp.

POCML 1 Inc. Files Filing Statement with Respect to a Qualifying Transaction with Mason Graphite Corp.

Canada NewsWire

TORONTO, Oct. 11, 2012 /CNW/ – POCML 1 Inc. (“POCML1” or the “Corporation“) (TSX Venture Exchange “LMP.P”), a capital pool company (“CPC“) and Mason Graphite Corp. (“Mason Graphite“) are pleased to announce that POCML1 has filed its Filing Statement
dated September 15, 2012 in respect of its qualifying transaction (the
Qualifying Transaction“).

On October 4, 2012 the Corporation received conditional approval from
the TSX Venture Exchange for the completion of its Qualifying
Transaction, which will be effected pursuant to an amalgamation
agreement (the “Amalgamation Agreement“) among the Corporation, its wholly-owned subsidiary, and Mason
Graphite, pursuant to which POCML1 agreed to acquire all of the issued
and outstanding Mason Graphite common shares by way of amalgamation
between its wholly-owned subsidary and Mason Graphite and following
which the amalgamated company will be a wholly-owned subsidiary of
POCML1. Pursuant to the Amalgamation Agreement, all of the outstanding
Mason Graphite common shares will be exchanged for common shares of
POCML 1 on a one for one basis, as more particularly described in the
Amalgamation Agreement, such that former shareholders of Mason Graphite
will continue as shareholders of POCML1. As a result 51,229,989 shares
will be issued by POCML1 to former Mason Graphite shareholders, on a
non-diluted basis, including 8,134,000 shares (representing 15.2% of
the issued and outstanding shares of the resulting issuer on a
non-diluted basis) which will be issued to Fahad Tamimi.

In connection with the Qualifying Transaction the Corporation will
change its name to “Mason Graphite Inc.”

The Qualifying Transaction is expected to close on or about October 15,
2012
. The CPC Filing Statement is available under POCML1’s profile on
SEDAR at www.sedar.com.

Other Information

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.

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.

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 Qualifying
Transaction 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; * 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; ** 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 Qualifying Transaction, 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.

SOURCE POCML 1 Inc.

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