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Harvest One Capital Inc
Symbol	WON
Shares Issued	4,093,120
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Harvest One enters definitive QT deal to acquire Mobile

2016-03-09 16:46 ET - News Release

Subject: News Release TSX-V NEX: WON.H Please see the attached press release to be sent out through your free service. Alixe Cormick Venture Law Corporation 618 - 688 West Hastings Street Vancouver, BC V6B 1P1 T 604-659-9188 F 604-659-9178 E acormick@venturelawcorp.com File: Press Release - DefinitiveAgreement 03022016 v2.docx HARVEST ONE CAPITAL INC. ENTERS INTO DEFINITIVE AGREEMENT WITH MOBILE CORPORATION March 9, 2016, Vancouver, British Columbia - HARVEST ONE CAPITAL INC. (TSX-V NEX: WON.H) ("Harvest" or the "Company"), a reporting issuer in British Columbia and Alberta, is pleased to announce it has entered into an agreement and plan of merger dated March 9, 2016 ("Definitive Agreement") with Mobile Corporation ("Mobile") to provide for the completion of the acquisition of Mobile (the "Transaction"). The Transaction was initially announced by Harvest in a press release dated October 21, 2015, indicating Harvest and Mobile had entered into a non-binding letter of intent with respect to the Transaction. Upon completion of the Transaction, Harvest will become a wholly-owned subsidiary of Harvest and Harvest will change its name to "Mobile Holdings Corporation" or such other name as the parties may reasonably agree upon. The combined entity (the "Resulting Issuer") will continue the business of Mobile. The acquisition, once completed, is intended to constitute Harvest's "Qualifying Transaction" pursuant to Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange"). Harvest and Mobile are at arm's length, and accordingly, the Transaction is not considered a "Non-Arm's Length Transaction". The Transaction Pursuant to the Definitive Agreement, Harvest will acquire all of the issued and outstanding securities of Mobile from its shareholders in exchange for 34,034,370 common shares of Harvest at the closing of the Transaction. Holders of Harvest stock options, as well as holders of Mobile's stock options, share purchase warrants, and other vesting or convertible securities will be entitled, on exercise, to receive common shares of the Resulting Issuer, subject to adjustment to reflect the completion of the Transaction. Harvest has agreed to consolidate its issued and outstanding share capital on a two (2) old shares for one (1) new share basis as part of the Transaction ("Share Consolidation"). After the Share Consolidation Harvest will have 2,046,560 common shares issued and outstanding and stock options exercisable for 132,000 common shares. The parties have agreed to pay a finder's fee to two arm's length parties in connection with the Transaction. The finder fees will be paid in cash and common shares. Closing the Transaction is subject to several conditions, including, but not limited to: completion of all due diligence reviews; receipt of all regulatory, shareholder, director and other third party approvals as required under applicable laws or regulatory policies; completion of the Share Consolidation; entry into any regulatory required escrow agreements by Mobile shareholders; completion of the proposed Transaction Financing; Harvest shall be a reporting issuer in British Columbia and Alberta, not in default; no material actions, suits or proceedings at time of closing involving either party; no material adverse change to assets, technology, liabilities, business, operations, or financial condition at time of closing of either party; and a new slate of directors be appointed as agreed by the parties. Transaction Financing(s) Concurrent with the Transaction the parties have agreed to raise a minimum of CDN $2,000,000 through the issuance of common shares of Harvest (the "Transaction Financing") through an offering of shares and warrants on terms to be negotiated with the agent of the private placement. The parties may pay finder's fees to arm's length parties for proceeds raised under the Transaction Financing. These fees may be payable, at the discretion of the parties, in cash or in common shares. The parties expect a portion of the Transaction Financing will be a brokered financing. The exact terms of the Transaction Financing will be announced a later date. The Transaction Financing will be used to advance the business of the Resulting Issuer, and for general working capital purposes. In addition to the Transaction Financing, Mobile intends to undertake a bridge financing of approximately US $250,000. This bridge financing may consist of debt or convertible debt in Mobile. Sponsorship of Business Combination Sponsorship of a Qualifying Transaction is required by the Exchange unless exempt in accordance with Exchange policies. Harvest intends to apply for an exemption from the sponsorship requirements. There is no assurance that Harvest will ultimately obtain an exemption from sponsorship. New Board of Directors At the close of the Transaction, the management and board of directors of Harvest will resign and a new board of directors comprising seven nominees of Mobile and one nominee of Harvest will be appointed to the Resulting Issuer. The board of directors of the Resulting Issuer is expected to consist of: Messrs. Jeffrey Peterson, Michael Silberman, Clinton Brown, Cesar Sanvicente, Dennis Burke, and Richard Heftel, and Mss. Anne Chopra, and Lucy Lu. Reinstatement to Trading Harvest's shares will be halted pending receipt by the Exchange of certain required materials from Harvest and until Harvest engages a sponsor or receives a waiver from sponsorship. About Mobile Mobile is a private company incorporated in Nevada on March 2013. Mobile is a pre-revenue internet company. Mobile was founded to enter the global online outsourcing industry via the Internet and mobile devices by providing global enterprises, small- to medium-sized business and early-stage companies with a "Talent-as-a-Service" (TaaS) solution for part, if not all, of their staffing needs. Conversely, Mobile provides knowledge-based workers, freelancers and overall, the contingent workforce, roughly 1/3 of the existing global workforce, with an online community to network, and the ability to brand, find work and transact online. Mobile expects to commence generating revenues by the second quarter of 2016. For more information about Mobile, visit http://mobile.co. About Harvest Harvest was incorporated August 28, 2008 under the Business Corporations Act (British Columbia). Harvest is a CPC as defined by the TSX Venture Exchange Policy 2.4. In February 2010, Harvest completed its initial public offering and its common shares were listed for trading on the Exchange on February 5, 2010. Harvest did not complete a Qualifying Transaction within 24 months of its initial listing, and, as a result, the trading in Harvest's shares was moved to NEX board, effective May 18, 2012. In conjunction with the move, one million escrowed shares held by management were cancelled. Harvest's business has been restricted to the identification and evaluation of businesses or assets for the purpose of completing its Qualifying Transaction. Further Information All information in this news release, regarding Harvest and Mobile, was supplied by the parties respectively, for inclusion herein. Each party and its directors and officers have relied on the other party for any information concerning the other party. 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 Harvest 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. If and when a definitive agreement between Harvest and Mobile is executed, in accordance with the policies of the Exchange, Harvest will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Transaction, including information relating to sponsorship, name change, terms and conditions of the private placement, and to the extent not contained in this press release, additional information required by the Exchange with respect to the history of Mobile and a summary of key financial information. Contact For further information, contact Anne Chopra, President and Chief Executive Officer of Harvest at: 604-812-2344. Cautionary and Forward-Looking Statements Certain information in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Harvest, including but not limited to, the uncertainty of the Transaction proceeding, the impact of general economic conditions, industry conditions, dependence upon regulatory and shareholder approvals, the execution of definitive documentation and the uncertainty of obtaining additional financing. Readers are cautioned that the assumptions used in preparing such information, although considered reasonable at the time of preparation, may prove imprecise and undue reliance should not be placed on forward-looking statements. Forward-looking statements in this press release are expressly qualified by this cautionary statement. The forward-looking statements in this press release are made as of the date of this press release, and the Company undertakes no obligations to update publicly or to revise any of the included forward-looking statements, whether because of new information, future events or otherwise, except as expressly required by applicable securities law. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. 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.