|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
A critical component of any IoT project is the back-end systems that capture data from remote IoT devices and structure it in a way to answer useful questions. Traditional data warehouse and analytical systems are mature technologies that can be used to handle large data sets, but they are not well suited to many IoT-scale products and the need for real-time insights. At Fuze, we have developed a backend platform as part of our mobility-oriented cloud service that uses Big Data-based approache...
May. 4, 2016 07:30 AM EDT Reads: 389
The IoTs 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, will demonstrate how to move beyond today's coding paradigm and share the must-have mindsets for removing complexity from the development proc...
May. 4, 2016 07:00 AM EDT Reads: 814
trust and privacy in their ecosystem. Assurance and protection of device identity, secure data encryption and authentication are the key security challenges organizations are trying to address when integrating IoT devices. This holds true for IoT applications in a wide range of industries, for example, healthcare, consumer devices, and manufacturing. In his session at @ThingsExpo, Lancen LaChance, vice president of product management, IoT solutions at GlobalSign, will teach IoT developers how t...
May. 4, 2016 05:30 AM EDT Reads: 389
The IETF draft standard for M2M certificates is a security solution specifically designed for the demanding needs of IoT/M2M applications. In his session at @ThingsExpo, Brian Romansky, VP of Strategic Technology at TrustPoint Innovation, will explain how M2M certificates can efficiently enable confidentiality, integrity, and authenticity on highly constrained devices.
May. 4, 2016 05:00 AM EDT Reads: 1,232
Manufacturers are embracing the Industrial Internet the same way consumers are leveraging Fitbits – to improve overall health and wellness. Both can provide consistent measurement, visibility, and suggest performance improvements customized to help reach goals. Fitbit users can view real-time data and make adjustments to increase their activity. In his session at @ThingsExpo, Mark Bernardo Professional Services Leader, Americas, at GE Digital, will discuss how leveraging the Industrial Interne...
May. 4, 2016 04:45 AM EDT Reads: 1,333
There is an ever-growing explosion of new devices that are connected to the Internet using “cloud” solutions. This rapid growth is creating a massive new demand for efficient access to data. And it’s not just about connecting to that data anymore. This new demand is bringing new issues and challenges and it is important for companies to scale for the coming growth. And with that scaling comes the need for greater security, gathering and data analysis, storage, connectivity and, of course, the...
May. 4, 2016 03:30 AM EDT Reads: 1,174
Artificial Intelligence has the potential to massively disrupt IoT. In his session at 18th Cloud Expo, AJ Abdallat, CEO of Beyond AI, will discuss what the five main drivers are in Artificial Intelligence that could shape the future of the Internet of Things. AJ Abdallat is CEO of Beyond AI. He has over 20 years of management experience in the fields of artificial intelligence, sensors, instruments, devices and software for telecommunications, life sciences, environmental monitoring, process...
May. 3, 2016 11:00 PM EDT Reads: 1,277
Increasing IoT connectivity is forcing enterprises to find elegant solutions to organize and visualize all incoming data from these connected devices with re-configurable dashboard widgets to effectively allow rapid decision-making for everything from immediate actions in tactical situations to strategic analysis and reporting. In his session at 18th Cloud Expo, Shikhir Singh, Senior Developer Relations Manager at Sencha, will discuss how to create HTML5 dashboards that interact with IoT devic...
May. 3, 2016 10:00 PM EDT Reads: 1,362
We're entering the post-smartphone era, where wearable gadgets from watches and fitness bands to glasses and health aids will power the next technological revolution. With mass adoption of wearable devices comes a new data ecosystem that must be protected. Wearables open new pathways that facilitate the tracking, sharing and storing of consumers’ personal health, location and daily activity data. Consumers have some idea of the data these devices capture, but most don’t realize how revealing and...
May. 3, 2016 09:45 PM EDT Reads: 388
SYS-CON Events announced today that Ericsson has been named “Gold Sponsor” of SYS-CON's @ThingsExpo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. Ericsson is a world leader in the rapidly changing environment of communications technology – providing equipment, software and services to enable transformation through mobility. Some 40 percent of global mobile traffic runs through networks we have supplied. More than 1 billion subscribers around the world re...
May. 3, 2016 08:45 PM EDT Reads: 1,294
We’ve worked with dozens of early adopters across numerous industries and will debunk common misperceptions, which starts with understanding that many of the connected products we’ll use over the next 5 years are already products, they’re just not yet connected. With an IoT product, time-in-market provides much more essential feedback than ever before. Innovation comes from what you do with the data that the connected product provides in order to enhance the customer experience and optimize busi...
May. 3, 2016 08:30 PM EDT Reads: 1,247
The increasing popularity of the Internet of Things necessitates that our physical and cognitive relationship with wearable technology will change rapidly in the near future. This advent means logging has become a thing of the past. Before, it was on us to track our own data, but now that data is automatically available. What does this mean for mHealth and the "connected" body? In her session at @ThingsExpo, Lisa Calkins, CEO and co-founder of Amadeus Consulting, will discuss the impact of wea...
May. 3, 2016 08:00 PM EDT Reads: 1,082
In his session at @ThingsExpo, Chris Klein, CEO and Co-founder of Rachio, will discuss next generation communities that are using IoT to create more sustainable, intelligent communities. One example is Sterling Ranch, a 10,000 home development that – with the help of Siemens – will integrate IoT technology into the community to provide residents with energy and water savings as well as intelligent security. Everything from stop lights to sprinkler systems to building infrastructures will run ef...
May. 3, 2016 03:15 PM EDT Reads: 1,219
Digital payments using wearable devices such as smart watches, fitness trackers, and payment wristbands are an increasing area of focus for industry participants, and consumer acceptance from early trials and deployments has encouraged some of the biggest names in technology and banking to continue their push to drive growth in this nascent market. Wearable payment systems may utilize near field communication (NFC), radio frequency identification (RFID), or quick response (QR) codes and barcodes...
May. 3, 2016 02:30 PM EDT Reads: 971
Whether your IoT service is connecting cars, homes, appliances, wearable, cameras or other devices, one question hangs in the balance – how do you actually make money from this service? The ability to turn your IoT service into profit requires the ability to create a monetization strategy that is flexible, scalable and working for you in real-time. It must be a transparent, smoothly implemented strategy that all stakeholders – from customers to the board – will be able to understand and comprehe...
May. 3, 2016 12:30 PM EDT Reads: 1,199
You deployed your app with the Bluemix PaaS and it's gaining some serious traction, so it's time to make some tweaks. Did you design your application in a way that it can scale in the cloud? Were you even thinking about the cloud when you built the app? If not, chances are your app is going to break. Check out this webcast to learn various techniques for designing applications that will scale successfully in Bluemix, for the confidence you need to take your apps to the next level and beyond.
May. 3, 2016 12:15 PM EDT Reads: 1,599
SYS-CON Events announced today that Peak 10, Inc., a national IT infrastructure and cloud services provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Peak 10 provides reliable, tailored data center and network services, cloud and managed services. Its solutions are designed to scale and adapt to customers’ changing business needs, enabling them to lower costs, improve performance and focus inter...
May. 3, 2016 12:00 PM EDT Reads: 1,378
So, you bought into the current machine learning craze and went on to collect millions/billions of records from this promising new data source. Now, what do you do with them? Too often, the abundance of data quickly turns into an abundance of problems. How do you extract that "magic essence" from your data without falling into the common pitfalls? In her session at @ThingsExpo, Natalia Ponomareva, Software Engineer at Google, will provide tips on how to be successful in large scale machine lear...
May. 3, 2016 09:45 AM EDT Reads: 1,481
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
May. 3, 2016 07:00 AM EDT Reads: 1,151
SYS-CON Events announced today that Fusion, a leading provider of cloud services, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Fusion, a leading provider of integrated cloud solutions to small, medium and large businesses, is the industry's single source for the cloud. Fusion's advanced, proprietary cloud service platform enables the integration of leading edge solutions in the cloud, including cloud...
May. 2, 2016 10:00 AM EDT Reads: 2,709