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).
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