Green Swan Capital Corp.

Green Swan Capital Corp.

April 17, 2012 11:19 ET

Green Swan Announces Enhancement to Disposition of Riverbank and Broke Back

BURLINGTON, ONTARIO--(Marketwire - April 17, 2012) - In its press release of March 19, 2012, Green Swan Capital Corp. ("Green Swan") (TSX VENTURE:GSW) announced a Transaction whereby it was disposing of its rights in the Riverbank and Broke Back properties (the "Properties") in Ontario's Ring of Fire. Green Swan hereby provides an update to the enhanced Transaction.

The Transaction

The optionee of the Properties is CNRP Mining Corp, a British Columbia private company controlled by Mr. Danny Wettreich of Dallas, Texas. The Transaction is valued at a minimum of $300,000 to Green Swan, with additional consideration to flow to Green Swan in certain circumstances. The completion of the Transaction is subject to certain conditions and the approval of the TSX Venture Exchange.

CNRP has agreed to acquire all of Green Swan's interest in the Properties, coincident with CNRP effecting a corporate re-organization (the "RTO") with Gorilla Resources Corp. ("Gorilla"). Gorilla is a reporting issuer whose common shares trades on the Canadian National Stock Exchange. The RTO and the Transaction will be co-incident with a private financing from Mr. Wettreich in the amount of $500,000, and a public financing in Gorilla in the amount of $750,000.

Gorilla will also acquire, as part of the RTO, a 100% interest in the New Brunswick located Elmtree Gold Property. Elmtree Gold is subject to a joint venture between Castle Resources Inc. and Stratabound Minerals Corp. All of this property will be acquired by Gorilla on the RTO.

Elmtree Gold Property

According to information provided by CNRP, the Elmtree Gold Property consists of 85 claims covering 1,375 hectares in New Brunswick, and is host to at least three gold-bearing zones. In 2008 Mercator Geological Services Limited ("Mercator") prepared a NI 43-101 compliant resource estimate that reported:

  • 525,000 Indicated tonnes in the West Gabbro Zone grading 2.45 g/t gold;

  • 1,556,000 Inferred tonnes in the West Gabbro Zone grading 2.01 g/t gold;

  • 2,367,000 Inferred tonnes in the South Gold Zone grading 0.74 g/t gold;

  • 583,000 tonnes in the Discovery Zone grading 1.15 g/t gold; and

  • 117,000 Inferred tonnes in the Discovery Zone grading 1.77 g/t gold, 44.36 g/t silver, 0.78% lead and 2.17% zinc.

A NI 43-101 compliant Preliminary Economic Assessment ("PEA") was released on March 5th, 2010, which independent PEA was prepared by Micon International Limited ("Micon"). The PEA indicates a pre-tax IRR of 25% using $900 Au/oz and a pre-tax IRR of 63% using $1,100 Au/oz.

The PEA assumes a bulk tonnage, open-pit mining scenario, and assumes toll milling at an existing facility for the production of a sulphide concentrate and its sale to a nearby smelter. The PEA also considers a base case that includes a processing plant and tailings facility on-site. The Elmtree Gold Property is located in a favourable mining jurisdiction near excellent infrastructure.

Readers are cautioned to read Micon's PEA and Mercator's NI 43-101 compliant resource estimate.

Consideration to flow to Green Swan

Green Swan will receive, as consideration in the Transaction, one million two hundred thousand (1,200,000) Gorilla common shares, at a deemed price of $0.25 per share, which is intended to be equal to the price at which the public financing is effected. This would value the Green Swan Option at $300,000. Green Swan will also be issued four hundred thousand (400,000) Gorilla common share purchase warrants having a 24 month term and an exercise price of fifty cents per warrant.

Green Swan shall undertake to complete work expenditures ( "Work") on the Properties of not less than $235,000 prior to December 14, 2012, failing which the one million two hundred thousand shares will be cancelled.

If Green Swan does complete the Work prior to December 14, 2012, then Green Swan shall be issued additional Gorilla common shares, in an amount equal to (the dollar amount of Work divided by 110% of the Market Price for Optionee's common shares on December 14, 2012), provided that the denominator as so calculated may not be less than 32 cents. Under this formula, Green Swan will be issued a maximum further seven hundred twenty thousand (734,000) Gorilla common shares.

CNRP is at arm's length to Green Swan.

Coincident with the closing of the IPO, Green Swan shall have the right to appoint three qualified persons to the Optionee's board of directors, which board shall at that time consist of 7 members.

"Mr. Wettreich of CNRP has done incredible work in pulling together a complicated series of transactions in a short period of time", said Peter M. Clausi, Green Swan's Chief Executive Officer. "Green Swan now has the benefit of monetizing the Ring of Fire Properties to the benefit of Green Swan's shareholders and allowing management to focus on the growth strategy in British Columbia's Golden Triangle while maintaining a footprint in the renowned Ring of Fire. Finally, Green Swan's shareholders benefit directly in the financial upside provided by the mature Elmtree Gold Property."

About Green Swan Capital Corp.

Green Swan is engaged in the exploration and, if warranted, development and mining of its properties as well as the acquisition, exploration and potential development of other mineral resource properties. Green Swan communicates with its shareholders and the investing public directly and with the assistance of CHF Investor Relations. The common shares of Green Swan are listed on the TSX Venture Exchange under the trading symbol "GSW". GSW has 17,145,417 shares outstanding.

To receive Green Swan news by email contact with "Green Swan News" in the subject line.

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.

Contact Information

  • Green Swan Capital Corp.
    Peter M. Clausi
    855 Brant St
    Burlington, ON
    L7R 2J6

    CHF Investor Relations
    Cathy Hume
    90 Adelaide St W, Ste 600
    Toronto, ON
    M5H 3V9

    CHF Investor Relations
    Jeremy Hill
    90 Adelaide St W, Ste 600
    Toronto, ON
    M5H 3V9