Green Swan Capital Corp.
TSX VENTURE : GSW.H

December 09, 2011 17:53 ET

Green Swan Announces Further Information Regarding Private Placements in Connection With Qualifying Transaction

OTTAWA, ONTARIO--(Marketwire - Dec. 9, 2011) - Green Swan Capital Corp. (TSX VENTURE:GSW.H) ("Green Swan"), a Capital Pool Company, announced on August 15, 2011 it had entered into an Option Agreement with Melkior Resources Inc. (TSX VENTURE:MKR) ("Melkior"), which Option Agreement contemplated Green Swan acquiring an option to purchase certain mining assets from Melkior, with the intention that such transaction would constitute Green Swan's qualifying transaction ("QT"). As part of its August 15, 2011 press release, Green Swan also announced its intention to effect private placement financings coincident with the closing of the QT.

Green Swan is pleased to announce that it intends to complete private placement financings of at least $600,000 in conjunction with the QT, by way of flow-through and hard cash financings (the "Financings") and has engaged Fin-XO Securities Inc. to act as agent (the "Agent") with respect to a minimum of $400,000 of the Financings, to solicit subscriptions on a commercially reasonable efforts basis. The flow-through financing will be priced at $0.13 per Common Share and the hard cash financing will be priced at $0.10 per unit, where each unit consists of one Common Share of Green Swan and one half Common Share purchase warrant, where the holder of one Common Share purchase warrant will be entitled to purchase one additional Common Share at a price of $0.20 for a period of 24 months from the Closing Date of the Financing.

The Agent will receive an agent's option with respect to the subscriptions solicited by them (the "Agent's Option") for the purchase of Common Shares in Green Swan representing that number of Common Shares equal to (i) ten percent (10%) of the units issued, exercisable at a price of $0.11 per Common Share, and (ii) ten percent (10%) of the flow-through shares issued, exercisable at a price of $0.14 per Common Share, in each case for a period of twenty-four (24) months from the date of the Final Exchange Bulletin. In addition, the Agent shall receive a marketing commission (the "Commission") in the amount of seven and one-half percent (7.5%) of the gross proceeds of the Financings.

The closings of the Financings are conditional upon the completion of the QT, as contemplated in Green Swan's news release dated August 15, 2011.

ON BEHALF OF THE BOARD OF DIRECTORS

Mr. Dan Hilton

Cautionary note: This news release contains information with respect to adjacent or similar mineral properties in respect of which the Company has no interest or rights to explore or mine. Readers are cautioned that the Company has no interest in or right to acquire any interest in any such properties, and that mineral deposits on adjacent or similar properties are not indicative of mineral deposits on the Company's properties. 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.

This press release may contain forward looking statements, particularly those regarding cash flow, capital expenditures and investment plans. Resource estimates, unless specifically noted, are considered speculative. The Company has not filed a National Instrument 43-101 report on any property, but will do so as soon as the information is available. Any and all other resource or reserve estimates are historical in nature, and should not be relied upon. By their nature, forward looking statements involve risk and uncertainties because they relate to events and depend on factors that will or may occur in the future Actual results may vary depending upon exploration activities, industry production, commodity demand and pricing, currency exchange rates, and, but not limited to, general economic factors. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Readers are cautioned not to place undue reliance on any statements of forward-looking information that speak only as of the date of this release. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

Cautionary Note to US investors: This is not an offer for sale, or solicitation of an offer to buy, in the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) of any equity shares or any other securities of Green Swan or Melkior. The U.S. Securities and Exchange Commission specifically prohibits the use of certain terms, such as "reserves" unless such figures are based upon actual production or formation tests and can be shown to be economically and legally producible under existing economic and operating conditions.

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. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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