Iron Creek Capital Corp.
TSX VENTURE : IRN.P

Iron Creek Capital Corp.

September 27, 2007 13:49 ET

Iron Creek Capital Corp. Announces Letter of Intent for Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 27, 2007) - Iron Creek Capital Corp. (the "Corporation") (TSX VENTURE:IRN.P) has entered into a letter of intent (the "Letter of Intent"), for the acquisition of all of the issued and outstanding securities of Compania Minera Mena Resources (Chile) Limitada ("Mena Chile"). Mena Chile is an indirect subsidiary of Rusoro Mining Ltd., ("Rusoro"), a public mining and exploration company whose shares trade on the TSX Venture Exchange. (TSX VENTURE:RML). Mena Chile's principle property is the Vaquillas Property ("Vaquillas") and is prospective for both precious metals and base metals. The Corporation is a capital pool company and intends for the acquisition of Mena Chile to constitute the Qualifying Transaction of the Corporation (the "Qualifying Transaction") as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"). The Qualifying Transaction is an arm's length transaction.

Term of Acquisition

Pursuant to the terms of the Letter of Intent, subject to completion of satisfactory due diligence, a definitive purchase agreement and receipt of applicable regulatory approvals, the Corporation intends to acquire Mena Chile from Rusoro in consideration for 2,000,000 common shares at a deemed price of $0.265 per share. Pursuant to the terms of the Letter of Intent, the Corporation will also (i) grant to Rusoro a net smelter return royalty ("NSR") at a rate of 1% on Vaquillas and 2% on other properties; and (ii) pay to Rusoro any signature payment received as a result of Mena Chile entering into a joint venture on Vaquillas. All geological information provided in this press release, including all information on the properties, has been provided by management of Rusoro and has not been independently verified by management of the Corporation.

Upon completion of the Qualifying Transaction, the Corporation will be engaged in the business of Mena Chile and interests as may be subsequently acquired by the Corporation.

Mena Chile

Mena Chile has been exploring in Chile since 2003 and currently has a portfolio of exploration staged properties. It is intended that Vaquillas will be the Qualifying Property of the Corporation as part of the Qualifying Transaction.

Vaquillas

Vaquillas is located in Region I1 of northern Chile approximately 260 kilometres to the southeast of the port city of Antofagasta. Vaquillas is comprised of a continuous series of claim blocks (50,504 hectares) acquired through staking and option agreements.

Vaquillas has a long history of exploration as well as some limited silver mining. Significant exploration has been conducted since the late 1980's up through Mena Chile's work from 2004 through 2006.

Other Properties

In addition, Mena Chile holds rights on certain other properties in Chile.

Proposed Work Program

An independent, National Instrument 43-101 "Standards of Disclosure for Mineral Projects" compliant geological report has been commissioned on Vaquillas, the Qualifying Property, and upon completion thereof the Corporation will make further disclosure. It is anticipated that pending a review of the final recommendations contained in the geological report, the work programs will include additional soil and rock geochemistry, geophysics, and drilling.

Insiders and Board of Directors of the Resulting Issuer

Upon completion of the Qualifying Transaction, it is anticipated that the Corporation's board of directors will consist of two current board members of the Corporation and two new board members. It is intended that the two new board members will be Michael Winn and Tim Osler. It is also intended that Richard Graham will resign as Chief Executive Officer, President, Secretary and Chief Financial Officer of the Corporation, and the new officers of the Corporation will be Michael Winn as President, Demetrius Pohl as VP of Exploration, Dave Miles as Chief Financial Officer, and Kim Casswell as Secretary.

Background on New Officers and Directors

Michael Winn, President & Director

Mr. Winn has worked in the mining industry since 1992 and the oil and gas industry since 1983. He is a director of several companies that are involved in mineral exploration in Canada, Latin America, Europe and Africa and until recently was President of Sanu Resources Ltd., a publicly traded company. Mr. Winn has completed graduate course work in accounting and finance and received a B.S. in geology from the University of Southern California.

Demetrius Pohl, Vice President of Exploration

Dr. Pohl is a geologist with more than 35 years of mineral exploration experience. Dr. Pohl is currently VP Exploration of Sanu Resources Ltd. and was previously VP of Exploration for Mena Resources Inc. Dr. Pohl has extensive exploration experience throughout South America, Africa, and Australia. Dr. Pohl obtained his doctorate in geochemistry from Stanford University and is fluent in Spanish, French and German.

Dave Miles, Chief Financial Officer

Mr. Miles is a C.A. with a B.Sc. in Geology who has over 25 years experience in the mining and exploration industry, with over 20 years in a large multinational corporate environment at Teck Cominco Limited. While with Teck Cominco Limited, he held various positions in corporate finance. Since 2004, Mr. Miles has been the CFO for a number of junior exploration companies which are listed on the TSX Venture Exchange and whose exploration projects are located in Europe, Asia, Africa and Central and South America. Immediately prior to that, Mr. Miles was corporate controller for Quest Capital Corp.

Kim Casswell, Corporate Secretary

Since 1994, Ms. Kim Casswell has been the Corporate Secretary of several public companies listed on the TSX Venture Exchange and the Toronto Stock Exchange. Ms. Casswell has played an important role in the growth of these companies and is familiar with regulations governing public companies in several jurisdictions.

Tim Osler, Director

Mr. Osler holds a B.Sc. in marine biology from the University of British Columbia, has over 20 years' experience working as a fisheries and environmental consultant for mining companies in the Yukon Territory, and has developed a gold mining placer property in the Yukon which is currently producing. He acts as Operations Manager for Radius Gold Inc. and also hold positions on several other public companies.

Background on Rusoro Mining Ltd.

Rusoro is a junior gold producer, with a large land position in the Bolivar State mining region in southern Venezuela. Rusoro has discovered over 4 million ounces of gold to date and is currently engaged in an aggressive program of exploration, development and mill expansion to significantly expand gold production through 2008 and 2009. Upon closing of the Qualifying Transaction, Rusoro will own 2,000,000 common shares of the Corporation.

Private Placement

Concurrent with the closing of the Qualifying Transaction, the Corporation expects to complete a Private Placement of up to 6,000,000 units at a price of $0.265 per unit (the "Units") for total proceeds of $1,590,000. Each Unit will be comprised of one common share ("Share") and one transferable share purchase warrant ("Warrant"). Each Warrant will entitle the holder to acquire one additional Share ("Warrant Shares") for a period of two years at a purchase price of $0.50 per share.

Sale of Escrow Shares

Concurrent with the closing of the Qualifying Transaction, it is intended that the management group to the Corporation will acquire from Quest Capital Corp., 750,000 common shares of the Corporation which are subject to an escrow agreement, conditional upon receipt of regulatory approval.

Sponsorship of Qualifying Transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with the Exchange policies. The Corporation is currently reviewing the requirements for sponsorship and may apply for exemption from sponsorship requirements pursuant to the policies of the Exchange, however there is no assurance that the Corporation will ultimately obtain this exemption.

Proforma Capital Structure

The Corporation currently has 2,320,000 common shares issued and outstanding; options to acquire 150,000 common shares granted to its existing directors and officers; and 100,000 agent warrants. Upon closing of the Qualifying Transaction and the Private Placement, the Corporation will have approximately 10,320,000 common shares issued and outstanding. Concurrent with closing the Corporation may also grant approximately 600,000 options to insiders, officers, and consultants pursuant to its stock option plan. The closing of the Qualifying Transaction is subject to a number of conditions including but not limited to, due diligence, Exchange acceptance and if required by Exchange policies, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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 Qualifying 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. In accordance with Exchange policy, the Corporation's shares are currently halted from trading and will remain so until the completion of the Qualifying Transaction.

The Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this news release.

Contact Information

  • Iron Creek Capital Corp.
    Richard Graham
    President
    (604) 689-1428