Anchor Capital Corporation Announces Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwired - Nov. 22, 2016) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Anchor Capital Corporation (TSX VENTURE:ANC.P) ("Anchor" or the "Corporation") is pleased to announce details concerning its proposed qualifying transaction involving a proposed business combination with Mark One Lifestyle, Inc. ("Mark One"). Mark One is a private consumer electronics company, whose key products consist of internet-connected lifestyle devices that automatically track food consumption so consumers can make healthier decisions in real-time.

Summary of the Proposed Qualifying Transaction

Anchor has entered into a non-binding letter agreement with Mark One dated October 26, 2016 (the "Letter Agreement"), pursuant to which Anchor and Mark One intend to complete a business combination (the "Transaction") pursuant to which Anchor will be renamed "Mark One Lifestyle Corp." ("Newco"). Upon completion of the Transaction, Newco will continue to carry on the business of Mark One and Newco is expected to be a Tier 2 industrial issuer. Pursuant to the Transaction, it is expected that an aggregate of 30,000,000 common shares in the capital of Newco (the "Newco Common Shares") will be issued to the current shareholders of Mark One in exchange for all of the issued and outstanding common stock and securities convertible into common stock of Mark One (the "Mark One Common Shares") at a deemed price of CAD$0.50 per Newco Common Share for an aggregate deemed consideration of CAD$15,000,000, exclusive of (i) Newco Common Shares issued to subscribers under the Mark One Private Placement and the Mark One Financing (both as defined below).

Each 3.5 of the 5,514,000 issued and outstanding Anchor Common Shares (as defined below) will be consolidated into one Newco Common Share (the "Consolidation").

Each 3.5 outstanding stock options and agents' options of Anchor will be exchanged for one stock option or agent's option of Newco to reflect the Consolidation and the exercise price will be adjusted proportionately in accordance with their respective terms.

In connection with the Transaction, Opus 3 Capital Inc. shall be paid a finder's fee of CAD$750,000 which shall be payable as to CAD$225,000 in cash and by the issuance of 1,050,000 Newco Common Shares, subject to approval of the TSX Venture Exchange (the "TSXV").

It is intended that the Transaction, when completed, will constitute the qualifying transaction of the Corporation pursuant to Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual. The Transaction is an arm's length transaction and is subject to the policies of the TSXV relating to qualifying transactions, as well as shareholder approval of each of Anchor and Mark One.