|By Marketwired .||
|January 8, 2013 08:00 AM EST||
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.
President and Chief Executive Officer
Interactive Capital Partners Corporation
"delaPlex is a software development company. We do team-based outsourcing development," explained Mark Rivers, COO and Co-founder of delaPlex Software, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 29, 2016 01:00 PM EDT Reads: 2,079
ReadyTalk has expanded the capabilities of the FoxDen collaboration platform announced late last year to include FoxDen Connect, an in-room video collaboration experience that launches with a single touch. With FoxDen Connect, users can now not only engage in HD video conferencing between iOS and Android mobile devices or Chrome browsers, but also set up in-person meeting rooms for video interactions. A host’s mobile device automatically recognizes the presence of a meeting room via beacon tech...
Jul. 29, 2016 12:15 PM EDT Reads: 223
On Dice.com, the number of job postings asking for skill in Amazon Web Services increased 76 percent between June 2015 and June 2016. Salesforce.com saw its own skill mentions increase 37 percent, while DevOps and Cloud rose 35 percent and 28 percent, respectively. Even as they expand their presence in the cloud, companies are also looking for tech professionals who can manage projects, crunch data, and figure out how to make systems run more autonomously. Mentions of ‘data science’ as a skill ...
Jul. 29, 2016 11:46 AM EDT Reads: 275
SYS-CON Events announced today that LeaseWeb USA, a cloud Infrastructure-as-a-Service (IaaS) provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. LeaseWeb is one of the world's largest hosting brands. The company helps customers define, develop and deploy IT infrastructure tailored to their exact business needs, by combining various kinds cloud solutions.
Jul. 29, 2016 11:15 AM EDT Reads: 1,339
Amazon has gradually rolled out parts of its IoT offerings in the last year, but these are just the tip of the iceberg. In addition to optimizing their back-end AWS offerings, Amazon is laying the ground work to be a major force in IoT – especially in the connected home and office. Amazon is extending its reach by building on its dominant Cloud IoT platform, its Dash Button strategy, recently announced Replenishment Services, the Echo/Alexa voice recognition control platform, the 6-7 strategic...
Jul. 29, 2016 11:15 AM EDT Reads: 674
For basic one-to-one voice or video calling solutions, WebRTC has proven to be a very powerful technology. Although WebRTC’s core functionality is to provide secure, real-time p2p media streaming, leveraging native platform features and server-side components brings up new communication capabilities for web and native mobile applications, allowing for advanced multi-user use cases such as video broadcasting, conferencing, and media recording.
Jul. 29, 2016 09:45 AM EDT Reads: 1,031
SYS-CON Events announced today that Venafi, the Immune System for the Internet™ and the leading provider of Next Generation Trust Protection, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Venafi is the Immune System for the Internet™ that protects the foundation of all cybersecurity – cryptographic keys and digital certificates – so they can’t be misused by bad guys in attacks...
Jul. 29, 2016 09:45 AM EDT Reads: 1,468
The cloud market growth today is largely in public clouds. While there is a lot of spend in IT departments in virtualization, these aren’t yet translating into a true “cloud” experience within the enterprise. What is stopping the growth of the “private cloud” market? In his general session at 18th Cloud Expo, Nara Rajagopalan, CEO of Accelerite, explored the challenges in deploying, managing, and getting adoption for a private cloud within an enterprise. What are the key differences between wh...
Jul. 29, 2016 09:45 AM EDT Reads: 2,130
There will be new vendors providing applications, middleware, and connected devices to support the thriving IoT ecosystem. This essentially means that electronic device manufacturers will also be in the software business. Many will be new to building embedded software or robust software. This creates an increased importance on software quality, particularly within the Industrial Internet of Things where business-critical applications are becoming dependent on products controlled by software. Qua...
Jul. 29, 2016 07:15 AM EDT Reads: 1,645
In addition to all the benefits, IoT is also bringing new kind of customer experience challenges - cars that unlock themselves, thermostats turning houses into saunas and baby video monitors broadcasting over the internet. This list can only increase because while IoT services should be intuitive and simple to use, the delivery ecosystem is a myriad of potential problems as IoT explodes complexity. So finding a performance issue is like finding the proverbial needle in the haystack.
Jul. 29, 2016 06:45 AM EDT Reads: 2,372
Machine Learning helps make complex systems more efficient. By applying advanced Machine Learning techniques such as Cognitive Fingerprinting, wind project operators can utilize these tools to learn from collected data, detect regular patterns, and optimize their own operations. In his session at 18th Cloud Expo, Stuart Gillen, Director of Business Development at SparkCognition, discussed how research has demonstrated the value of Machine Learning in delivering next generation analytics to imp...
Jul. 29, 2016 04:45 AM EDT Reads: 2,572
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
Jul. 29, 2016 04:15 AM EDT Reads: 2,684
The Internet of Things will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, demonstrated how to move beyond today's coding paradigm and shared the must-have mindsets for removing complexity from the develo...
Jul. 29, 2016 02:45 AM EDT Reads: 1,617
SYS-CON Events announced today that MangoApps will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. MangoApps provides modern company intranets and team collaboration software, allowing workers to stay connected and productive from anywhere in the world and from any device.
Jul. 29, 2016 02:30 AM EDT Reads: 1,470
Large scale deployments present unique planning challenges, system commissioning hurdles between IT and OT and demand careful system hand-off orchestration. In his session at @ThingsExpo, Jeff Smith, Senior Director and a founding member of Incenergy, will discuss some of the key tactics to ensure delivery success based on his experience of the last two years deploying Industrial IoT systems across four continents.
Jul. 29, 2016 02:00 AM EDT Reads: 1,700
Basho Technologies has announced the latest release of Basho Riak TS, version 1.3. Riak TS is an enterprise-grade NoSQL database optimized for Internet of Things (IoT). The open source version enables developers to download the software for free and use it in production as well as make contributions to the code and develop applications around Riak TS. Enhancements to Riak TS make it quick, easy and cost-effective to spin up an instance to test new ideas and build IoT applications. In addition to...
Jul. 29, 2016 12:15 AM EDT Reads: 2,015
Identity is in everything and customers are looking to their providers to ensure the security of their identities, transactions and data. With the increased reliance on cloud-based services, service providers must build security and trust into their offerings, adding value to customers and improving the user experience. Making identity, security and privacy easy for customers provides a unique advantage over the competition.
Jul. 28, 2016 11:45 PM EDT Reads: 1,282
"We've discovered that after shows 80% if leads that people get, 80% of the conversations end up on the show floor, meaning people forget about it, people forget who they talk to, people forget that there are actual business opportunities to be had here so we try to help out and keep the conversations going," explained Jeff Mesnik, Founder and President of ContentMX, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 28, 2016 10:15 PM EDT Reads: 1,454
"There's a growing demand from users for things to be faster. When you think about all the transactions or interactions users will have with your product and everything that is between those transactions and interactions - what drives us at Catchpoint Systems is the idea to measure that and to analyze it," explained Leo Vasiliou, Director of Web Performance Engineering at Catchpoint Systems, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York Ci...
Jul. 28, 2016 10:00 PM EDT Reads: 2,109
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 19th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo Silicon Valley Call for Papers is now open.
Jul. 28, 2016 09:00 PM EDT Reads: 2,735