|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
The recent trends like cloud computing, social, mobile and Internet of Things are forcing enterprises to modernize in order to compete in the competitive globalized markets. However, enterprises are approaching newer technologies with a more silo-ed way, gaining only sub optimal benefits. The Modern Enterprise model is presented as a newer way to think of enterprise IT, which takes a more holistic approach to embracing modern technologies.
May. 25, 2015 11:00 PM EDT Reads: 6,202
The true value of the Internet of Things (IoT) lies not just in the data, but through the services that protect the data, perform the analysis and present findings in a usable way. With many IoT elements rooted in traditional IT components, Big Data and IoT isn’t just a play for enterprise. In fact, the IoT presents SMBs with the prospect of launching entirely new activities and exploring innovative areas. CompTIA research identifies several areas where IoT is expected to have the greatest impact.
May. 25, 2015 09:00 PM EDT Reads: 5,077
Every day we read jaw-dropping stats on the explosion of data. We allocate significant resources to harness and better understand it. We build businesses around it. But we’ve only just begun. For big payoffs in Big Data, CIOs are turning to cognitive computing. Cognitive computing’s ability to securely extract insights, understand natural language, and get smarter each time it’s used is the next, logical step for Big Data.
May. 25, 2015 08:00 PM EDT Reads: 2,344
The 4th International Internet of @ThingsExpo, co-located with the 17th International Cloud Expo - to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA - announces that its Call for Papers is open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.
May. 25, 2015 07:00 PM EDT Reads: 2,164
There's no doubt that the Internet of Things is driving the next wave of innovation. Google has spent billions over the past few months vacuuming up companies that specialize in smart appliances and machine learning. Already, Philips light bulbs, Audi automobiles, and Samsung washers and dryers can communicate with and be controlled from mobile devices. To take advantage of the opportunities the Internet of Things brings to your business, you'll want to start preparing now.
May. 25, 2015 07:00 PM EDT Reads: 5,964
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo in Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th 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 an...
May. 25, 2015 04:00 PM EDT Reads: 3,055
P2P RTC will impact the landscape of communications, shifting from traditional telephony style communications models to OTT (Over-The-Top) cloud assisted & PaaS (Platform as a Service) communication services. The P2P shift will impact many areas of our lives, from mobile communication, human interactive web services, RTC and telephony infrastructure, user federation, security and privacy implications, business costs, and scalability. In his session at @ThingsExpo, Robin Raymond, Chief Architect at Hookflash, will walk through the shifting landscape of traditional telephone and voice services ...
May. 25, 2015 03:00 PM EDT Reads: 4,443
The 17th International Cloud Expo has announced that its Call for Papers is open. 17th International Cloud Expo, to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, APM, APIs, Microservices, Security, Big Data, Internet of Things, DevOps 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 opportunity. Submit your speaking proposal today!
May. 25, 2015 02:00 PM EDT Reads: 4,629
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at Internet of @ThingsExpo, James Kirkland, Chief Architect for the Internet of Things and Intelligent Systems at Red Hat, described how to revolutioniz...
May. 25, 2015 02:00 PM EDT Reads: 5,069
All major researchers estimate there will be tens of billions devices - computers, smartphones, tablets, and sensors - connected to the Internet by 2020. This number will continue to grow at a rapid pace for the next several decades. With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo, June 9-11, 2015, at the Javits Center in New York City. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be
May. 25, 2015 01:15 PM EDT Reads: 2,511
The security devil is always in the details of the attack: the ones you've endured, the ones you prepare yourself to fend off, and the ones that, you fear, will catch you completely unaware and defenseless. The Internet of Things (IoT) is nothing if not an endless proliferation of details. It's the vision of a world in which continuous Internet connectivity and addressability is embedded into a growing range of human artifacts, into the natural world, and even into our smartphones, appliances, and physical persons. In the IoT vision, every new "thing" - sensor, actuator, data source, data con...
May. 25, 2015 01:00 PM EDT Reads: 6,504
Container frameworks, such as Docker, provide a variety of benefits, including density of deployment across infrastructure, convenience for application developers to push updates with low operational hand-holding, and a fairly well-defined deployment workflow that can be orchestrated. Container frameworks also enable a DevOps approach to application development by cleanly separating concerns between operations and development teams. But running multi-container, multi-server apps with containers is very hard. You have to learn five new and different technologies and best practices (libswarm, sy...
May. 25, 2015 12:00 PM EDT Reads: 2,344
SYS-CON Events announced today that DragonGlass, an enterprise search platform, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. After eleven years of designing and building custom applications, OpenCrowd has launched DragonGlass, a cloud-based platform that enables the development of search-based applications. These are a new breed of applications that utilize a search index as their backbone for data retrieval. They can easily adapt to new data sets and provide access to both structured and unstruc...
May. 25, 2015 12:00 PM EDT Reads: 2,157
There's Big Data, then there's really Big Data from the Internet of Things. IoT is evolving to include many data possibilities like new types of event, log and network data. The volumes are enormous, generating tens of billions of logs per day, which raise data challenges. Early IoT deployments are relying heavily on both the cloud and managed service providers to navigate these challenges. In her session at Big Data Expo®, Hannah Smalltree, Director at Treasure Data, discussed how IoT, Big Data and deployments are processing massive data volumes from wearables, utilities and other machines...
May. 25, 2015 10:00 AM EDT Reads: 4,373
Buzzword alert: Microservices and IoT at a DevOps conference? What could possibly go wrong? In this Power Panel at DevOps Summit, moderated by Jason Bloomberg, the leading expert on architecting agility for the enterprise and president of Intellyx, panelists will peel away the buzz and discuss the important architectural principles behind implementing IoT solutions for the enterprise. As remote IoT devices and sensors become increasingly intelligent, they become part of our distributed cloud environment, and we must architect and code accordingly. At the very least, you'll have no problem fil...
May. 25, 2015 10:00 AM EDT Reads: 2,126
SYS-CON Events announced today that MetraTech, now part of Ericsson, has been named “Silver Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9–11, 2015, at the Javits Center in New York, NY. Ericsson is the driving force behind the Networked Society- a world leader in communications infrastructure, software and services. Some 40% of the world’s mobile traffic runs through networks Ericsson has supplied, serving more than 2.5 billion subscribers.
May. 25, 2015 09:45 AM EDT Reads: 1,820
The worldwide cellular network will be the backbone of the future IoT, and the telecom industry is clamoring to get on board as more than just a data pipe. In his session at @ThingsExpo, Evan McGee, CTO of Ring Plus, Inc., discussed what service operators can offer that would benefit IoT entrepreneurs, inventors, and consumers. Evan McGee is the CTO of RingPlus, a leading innovative U.S. MVNO and wireless enabler. His focus is on combining web technologies with traditional telecom to create a new breed of unified communication that is easily accessible to the general consumer. With over a de...
May. 25, 2015 06:00 AM EDT Reads: 4,862
Disruptive macro trends in technology are impacting and dramatically changing the "art of the possible" relative to supply chain management practices through the innovative use of IoT, cloud, machine learning and Big Data to enable connected ecosystems of engagement. Enterprise informatics can now move beyond point solutions that merely monitor the past and implement integrated enterprise fabrics that enable end-to-end supply chain visibility to improve customer service delivery and optimize supplier management. Learn about enterprise architecture strategies for designing connected systems tha...
May. 25, 2015 05:00 AM EDT Reads: 6,095
Cloud is not a commodity. And no matter what you call it, computing doesn’t come out of the sky. It comes from physical hardware inside brick and mortar facilities connected by hundreds of miles of networking cable. And no two clouds are built the same way. SoftLayer gives you the highest performing cloud infrastructure available. One platform that takes data centers around the world that are full of the widest range of cloud computing options, and then integrates and automates everything. Join SoftLayer on June 9 at 16th Cloud Expo to learn about IBM Cloud's SoftLayer platform, explore se...
May. 25, 2015 04:45 AM EDT Reads: 3,322
SYS-CON Media announced today that 9 out of 10 " most read" DevOps articles are published by @DevOpsSummit Blog. Launched in October 2014, @DevOpsSummit Blog offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long development cycles that produce softw...
May. 25, 2015 04:15 AM EDT Reads: 4,374