| By Marketwire . | Article Rating: |
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| January 8, 2013 08:00 AM EST |
BURLINGTON, ONTARIO -- (Marketwire) -- 01/08/13 -- Green Swan Capital Corp. (TSX VENTURE:GSW) ("Green Swan") is pleased to announce it has entered into a Letter of Intent ("LOI") with Interactive Capital Partners Corporation (NEX:HFM.H) ("ICP"), a Capital Pool Company, whereby ICP will purchase a 100% interest in the Mikayla Property from Green Swan. It is intended that such arm's length purchase will constitute ICP's Qualifying Transaction.
Mikayla covers 1144 hectares. It is located in the Okanagan Valley in southeast British Columbia, roughly 15 km south of Xstrata Canada's Brenda Mine, and close to the Crowrea and Empress properties (Nevada Clean Magnesium Inc. / Goldrea Resources Corp. joint venture). Green Swan recently conducted Phase 1 of its exploration of Mikayla by conducting an airborne magnetic survey over approximately 209 kilometres, flown at 100 metre line spacing. Green Swan has been provided with the preliminary results from this airborne survey, with final results expected in January, 2013. It is expected that Green Swan will complete Phase 2 prior to the closing of ICP's Qualifying Transaction, with Phase 1 and Phase 2 expenditures aggregating at least $110,000.
The LOI, to be replaced by a formal agreement of purchase and sale, provides that ICP will purchase a 100% interest in Mikayla, subject to an existing Net Smelter Return ("NSR"). The purchase price for Mikayla shall be four hundred and eighteen thousand five hundred dollars ($418,500), to be paid by $50,000 in cash and the remainder in ICP common shares issued at a deemed price of seven cents per share. A finder's fee of 500,000 shares shall be paid on closing. Mr. Mark Maheu, a current ICP director, will continue on ICP's board of directors, and Green Swan will on closing have the right to initially appoint up to four members of ICP's board who will appoint ICP's continuing management team. By the closing, Green Swan will have to have completed Phase 1 and Phase 2 as described above, and delivered a NI 43-101 compliant technical report (not a resource estimate).
It is contemplated that ICP will carry out a coincident financing in the approximate amount of approximately $550,000, by the issuance of common shares priced at no less than the price at which the QT is being effected. Such financing may include flowthrough shares. Use of proceeds will be for ICP's working capital and to fund Phase 3 exploration on Mikayla.
Assuming the above transactions close, at the closing of the QT ICP will have approximately nineteen million shares outstanding. All of the above transactions are subject to due diligence review and regulatory approval.
Forward-Looking Statements
This news release may include statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Green Swan cautions that actual performance will be affected by a number of factors, many of which are beyond its control. Future events and results may vary substantially from what Green Swan currently foresees. Discussion of the various factors that may affect future results is contained in Green Swan's recent filings, available on SEDAR. Green Swan assumes no liability for repeating or referring to any facts, statements, releases, data or reports disseminated by any other issuer. Any reference to any other issuer should be cross-checked for accuracy and context by the reader.
Neither the 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:
Green Swan Capital Corp.
Peter M. Clausi
CEO
1-416-890-1232
pclausi@greenswancapital.com
Published January 8, 2013
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