Welcome!

Microsoft Cloud Authors: Janakiram MSV, Yeshim Deniz, David H Deans, Andreas Grabner, Stackify Blog

News Feed Item

Interactive Capital Partners Proposes to Acquire Mining Tenures as Qualifying Transaction

OTTAWA, ONTARIO -- (Marketwire) -- 01/08/13 -- Interactive Capital Partners Corporation (TSX VENTURE:HFM.H) ("ICP"), a capital pool company, is pleased to announce it has entered into a non-binding agreement in principal (the "Agreement"), effective January 7, 2013, with Green Swan Capital Corp. (TSX VENTURE:GSW) ("Green Swan"), a publicly traded Toronto-based corporation incorporated under the Canada Business Corporations Act, for the acquisition of 100% of all rights, title and interests held by Green Swan in the Mikayla property (the "Property") in the Okanagan Valley in southeast British Columbia. The 1,144 hectare Property is comprised of four (4) mining tenures, one of which (approximately 518 ha) is subject to a 2.5% net smelter return royalty.

It is intended that ICP's acquisition of the Property will constitute its "qualifying transaction" (the "Qualifying Transaction") for the purposes of the capital pool company requirements of the TSX Venture Exchange (the "Exchange") and to enable ICP to qualify as a Tier 2 Mining Issuer on the Exchange.

Under the Agreement, as consideration for the $418,650 purchase price of the Property, ICP will issue Green Swan approximately 5,266,429 common shares, at a deemed issue price of $0.07 per share, and make a cash payment of $50,000. The Agreement further provides that 500,000 common shares of ICP are to be issued, at a deemed price of $0.07 per share, to an arm's length party, as a finder's fee, subject to closing of the Qualifying Transaction. All securities issued in connection with the Qualifying Transaction, including the finder's fee, will be subject to a hold period expiring four months plus one-day from the date of issuance, in accordance with applicable securities law, and if required, the policies of the Exchange. In addition thereto, the common shares issued as partial consideration for the Property may be subject to the escrow requirements under Exchange policies.

The Property is located in the Similkameen mining district, approximately 15 kilometres south of Xstrata Canada Corporation's Brenda Mine, and close to the Crowrea and Empress properties, operated by the Nevada Clean Magnesium Inc./Goldrea Resources Corp. joint venture. The Property is comprised of the following four (4) mining tenures: #980311 (208 hectares), #848569 (518 hectares), #941104 (395 hectares) and #941100 (20 hectares). Green Swan recently conducted Phase 1 of its exploration of the Property by conducting an 209 kilometre airborne magnetic survey (100 metre line spacing), the final results of the which are expected to be received by Green Swan in January, 2013. Phase 2 of the exploration program is to commence in 2013 and will likely include soil sampling on the Property. Green Swan's expenses related to the Phase 1 and Phase 2 exploration programs are expected to approximate $110,000.

Under the Agreement, Green Swan will promptly engage an independent geological service provider to complete a report in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). That report will include a proposed budget for the exploration and development of the Property. Based on Green Swan's preliminary assessments of the Property, it is anticipated that the budget for Phase 3 exploration program will consist of drilling and evaluating core samples on the Property and that the budget for completion of this phase will be a minimum of $215,000. The Phase 3 program will be conducted post-closing of the Qualifying Transaction, such funds to be provided out of the proceeds of a Private Placement of ICP (as described below).

Concurrently with and conditional upon the completion of the of the Qualifying Transaction, ICP plans to complete an equity private placement that is expected to include the issuance of up to 7,857,143 common shares (some of which may be issued on a "flow-through" basis under applicable tax laws) at a price of not less than $0.07 per share for gross proceeds of up to of $550,000 (the "Private Placement"). The net proceeds of the Private Placement will be used to fund the costs of ICP's Phase 3 exploration program on the Property, funding the costs of the Qualifying Transaction and for general working capital purposes. A broker has not yet been retained in connection with the Private Placement. The Private Placement will be subject to certain conditions, including but not limited to the receipt of all regulatory consents and approvals, including that of the Exchange. All securities issued under the Private Placement will be subject to a hold period expiring four months and one day after the issuance of such securities in accordance with applicable securities law, and if required, the policies of the Exchange.

ICP currently has 6,000,000 common shares issued and outstanding and 500,000 stock options exercisable into an equal number of common shares at an exercise price of $0.10 per share. Upon completion of the Qualifying Transaction and the Private Placement, it is expected that ICP will have approximately 19,623,572 common shares (inclusive of 500,000 common shares issued as a finder's fee) and 500,000 stock options issued and outstanding. It is anticipated that new management and directors of ICP will be granted stock options upon closing of the Qualifying Transaction, in accordance with the stock option plan of ICP and the policies of the Exchange. Stock option held by those directors and/or officers of ICP resigning upon completion of the Qualifying Transaction will expire 90 days thereafter if not exercised.

ICP's current Board and management will continue until completion of the Qualifying Transaction. At closing of the Qualifying Transaction, it is expected that Roy Mlakar, Jim Rogers and Leigh Stewart will resign as directors and/or officers of ICP, to be replaced by nominees of Green Swan, subject to regulatory approval. Mr. Mark Maheu, a current director of ICP, will continue as a director of ICP, though he will resign from the offices of President and Chief Executive Officer at completion of the Qualifying Transaction.

The Agreement further provides that the parties are to enter a definitive binding agreement in respect of the Qualifying Transaction no later than February 12, 2013, with an anticipated closing date for the Qualifying Transaction to be on or about June 15, 2012. Completion of the Qualifying Transaction shall be subject to, among other things: (i) the receipt of all necessary regulatory approval, including the revocation of the CTOs (as described below); (ii) receipt of NEX and the Exchange approval; (iii) satisfactory due diligence review by ICP of the Property; (iv) receipt of a report completed in accordance with NI 43-101; (v) Green Swan's completion of the Phase 2 work program on the Property; (vi) completion or waiver of sponsorship requirements; (vii) closing of the Private Placement; and (viii) receipt of board of director approvals.

The proposed Qualifying Transaction is not a "Non Arm's Length Qualifying Transaction" as defined in under Policy 2.4 of the Exchange, and as such, ICP shareholder approval is not typically required, unless otherwise determined by the Exchange. However, as Green Swan will hold in excess of 20% of the issued and outstanding common shares of ICP on the closing of the Qualifying Transaction, the Exchange may, in its discretion, deem Green Swan to be "control person" of ICP under the Exchange's policies, and require that that ICP shareholder approval be obtained.

Sponsorship of the "qualifying transaction" of a capital pool company is required under the policies of the Exchange, unless exempt in accordance with such policies or is waived by the Exchange. ICP intends to apply for a waiver from the requirement to retain a sponsor in connection with the Qualifying Transaction, but there is no assurance that such waiver will be granted.

Except if the Exchange requires ICP shareholder approval, a filing statement in respect of the proposed Qualifying Transaction will be prepared and filed by ICP in accordance with Policy 2.4 of the Exchange on SEDAR at www.sedar.com no less than seven (7) business days prior to the closing of the proposed Qualifying Transaction. A press release will be issued once the filing statement has been filed as required pursuant to Exchange policies.

Trading of the common shares of ICP are subject to cease trade orders ("CTOs") for failure to file comparative audited Annual Financial Statements for the year ended December 2011 within the prescribed timeframe. The CTOs will remain in effect until such time as ICP files the required 2011 Annual Financial Statements, together with the interim unaudited financial statements for each financial quarter of 2012, and applies for, and receives, a revocation order from each applicable securities regulator. Upon revocation of the CTOs, it is expected that the common shares of ICP will remain halted by the Exchange pending receipt by the Exchange of certain required materials from ICP, including a filing statement.

All information provided in this news release related to the Property or Green Swan has been provided by management of Green Swan and has not been independently verified by management of ICP.

ICP intends to issue an additional comprehensive news release(s) in respect of the Qualifying Transaction and related ancillary maters, including upon the finalization of a formal binding agreement with Green Swan in respect of the purchase of the Property.

Completion of the Qualifying 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 Qualifying 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.

Except for statements of historical fact relating to the Corporation, the information contained herein constitutes forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Except as required by applicable securities requirements, the Corporation undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

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

Contacts:
Mark Maheu
President and Chief Executive Officer
Interactive Capital Partners Corporation
613-794-6963
613-834-6514 (FAX)
[email protected]

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

@ThingsExpo Stories
The Internet giants are fully embracing AI. All the services they offer to their customers are aimed at drawing a map of the world with the data they get. The AIs from these companies are used to build disruptive approaches that cannot be used by established enterprises, which are threatened by these disruptions. However, most leaders underestimate the effect this will have on their businesses. In his session at 21st Cloud Expo, Rene Buest, Director Market Research & Technology Evangelism at Ara...
WebRTC is great technology to build your own communication tools. It will be even more exciting experience it with advanced devices, such as a 360 Camera, 360 microphone, and a depth sensor camera. In his session at @ThingsExpo, Masashi Ganeko, a manager at INFOCOM Corporation, will introduce two experimental projects from his team and what they learned from them. "Shotoku Tamago" uses the robot audition software HARK to track speakers in 360 video of a remote party. "Virtual Teleport" uses a mu...
Internet of @ThingsExpo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devic...
Mobile device usage has increased exponentially during the past several years, as consumers rely on handhelds for everything from news and weather to banking and purchases. What can we expect in the next few years? The way in which we interact with our devices will fundamentally change, as businesses leverage Artificial Intelligence. We already see this taking shape as businesses leverage AI for cost savings and customer responsiveness. This trend will continue, as AI is used for more sophistica...
"When we talk about cloud without compromise what we're talking about is that when people think about 'I need the flexibility of the cloud' - it's the ability to create applications and run them in a cloud environment that's far more flexible,” explained Matthew Finnie, CTO of Interoute, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
SYS-CON Events announced today that SourceForge has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. SourceForge is the largest, most trusted destination for Open Source Software development, collaboration, discovery and download on the web serving over 32 million viewers, 150 million downloads and over 460,000 active development projects each and every month.
SYS-CON Events announced today that DXWorldExpo has been named “Global Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Digital Transformation is the key issue driving the global enterprise IT business. Digital Transformation is most prominent among Global 2000 enterprises and government institutions.
SYS-CON Events announced today that Nihon Micron will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Nihon Micron Co., Ltd. strives for technological innovation to establish high-density, high-precision processing technology for providing printed circuit board and metal mount RFID tags used for communication devices. For more inf...
SYS-CON Events announced today that Ryobi Systems will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Ryobi Systems Co., Ltd., as an information service company, specialized in business support for local governments and medical industry. We are challenging to achive the precision farming with AI. For more information, visit http:...
SYS-CON Events announced today that mruby Forum will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. mruby is the lightweight implementation of the Ruby language. We introduce mruby and the mruby IoT framework that enhances development productivity. For more information, visit http://forum.mruby.org/.
SYS-CON Events announced today that Mobile Create USA will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Mobile Create USA Inc. is an MVNO-based business model that uses portable communication devices and cellular-based infrastructure in the development, sales, operation and mobile communications systems incorporating GPS capabi...
SYS-CON Events announced today that Keisoku Research Consultant Co. will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Keisoku Research Consultant, Co. offers research and consulting in a wide range of civil engineering-related fields from information construction to preservation of cultural properties. For more information, vi...
SYS-CON Events announced today that MIRAI Inc. will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MIRAI Inc. are IT consultants from the public sector whose mission is to solve social issues by technology and innovation and to create a meaningful future for people.
SYS-CON Events announced today that Daiya Industry will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Daiya Industry specializes in orthotic support systems and assistive devices with pneumatic artificial muscles in order to contribute to an extended healthy life expectancy. For more information, please visit https://www.daiyak...
SYS-CON Events announced today that Fusic will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Fusic Co. provides mocks as virtual IoT devices. You can customize mocks, and get any amount of data at any time in your test. For more information, visit https://fusic.co.jp/english/.
SYS-CON Events announced today that Interface Corporation will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Interface Corporation is a company developing, manufacturing and marketing high quality and wide variety of industrial computers and interface modules such as PCIs and PCI express. For more information, visit http://www.i...
Elon Musk is among the notable industry figures who worries about the power of AI to destroy rather than help society. Mark Zuckerberg, on the other hand, embraces all that is going on. AI is most powerful when deployed across the vast networks being built for Internets of Things in the manufacturing, transportation and logistics, retail, healthcare, government and other sectors. Is AI transforming IoT for the good or the bad? Do we need to worry about its potential destructive power? Or will we...
SYS-CON Events announced today that Enroute Lab will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Enroute Lab is an industrial design, research and development company of unmanned robotic vehicle system. For more information, please visit http://elab.co.jp/.
In his session at @ThingsExpo, Greg Gorman is the Director, IoT Developer Ecosystem, Watson IoT, will provide a short tutorial on Node-RED, a Node.js-based programming tool for wiring together hardware devices, APIs and online services in new and interesting ways. It provides a browser-based editor that makes it easy to wire together flows using a wide range of nodes in the palette that can be deployed to its runtime in a single-click. There is a large library of contributed nodes that help so...
DevOps at Cloud Expo – being held October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises – and delivering real r...