Green Swan Capital Corp.

TSX VENTURE : GSW


Green Swan Capital Corp.
Interactive Capital Partners Corporation

TSX VENTURE : HFM.H


April 26, 2013 15:54 ET

Interactive Capital Partners Terminates Proposed Qualifying Transaction and Enters Into Subscription Agreement With Green Swan

OTTAWA, ONTARIO--(Marketwired - April 26, 2013) - Interactive Capital Partners Corporation (TSX VENTURE:HFM.H) ("ICP"), a capital pool company, and Green Swan Capital Corp. (TSX VENTURE:GSW) ("Green Swan"), announce that they have entered into a subscription agreement (the "Subscription Agreement"), whereby ICP will participate in a private placement into Green Swan (the "Private Placement") of up to 1,360,000 shares of Green Swan at $0.05 for each such share (each, a "Green Swan Share") which, upon completion, will constitute the Corporation's qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange (the "Exchange"). Under the Subscription Agreement, ICP shall invest all of its available cash reserves (anticipated to be approximately $68,000) in the Private Placement. The Private Placement is anticipated to close on or about June 28, 2013, subject to shareholder and regulatory approvals, including that of the Exchange.

As a result of the Private Placement and current adverse market conditions, ICP and Green Swan will not be proceeding with the previously announced transaction (January 8, 2013) for the acquisition of all rights, title and interests held by Green Swan in the Mikayla Property in the Okanagan Valley in southeast British Columbia.

Upon completion of the Private Placement, ICP intends to distribute the Green Swan Shares held by it to the shareholders of ICP on a pro-rata basis as a return of capital (the "Return of Capital"). As soon as practicable after the Return of Capital, ICP intends to delist its Common Shares from trading on the Exchange and to complete a voluntary dissolution of ICP in accordance with section 237(a) of the Business Corporations Act (Ontario) (the "Dissolution"). In addition, any outstanding options to acquire common shares of ICP will be cancelled upon completion of the Private Placement. The annual general and special meeting of shareholders of ICP (the "Meeting") will be held on June 28, 2013, at which time the shareholders will be asked to vote for or to vote against or withhold from voting for, inter alia, the approval of the Private Placement, the Return of Capital and the Dissolution.

ICP and Green Swan anticipate that the Private Placement will occur as soon as practicable following approval of the Private Placement, the Return of Capital and the Dissolution by ICP shareholders at the Meeting, after which ICP will commence the Return of Capital and the Dissolution. It is expected that the composition of the board of directors and the officers of ICP will change as a result of Private Placement, to be replaced by nominees of Green Swan, subject to Exchange approval. No change of management to Green Swan will occur as a result of the Private Placement.

The Private Placement will be made pursuant to the prospectus and registration exemptions under applicable securities regulations. The Private Placement, the Return of Capital and the Dissolution are subject to a number of conditions, including Exchange approval, ICP shareholder approval and due diligence.

ABOUT GREEN SWAN

Green Swan is a Canadian company engaged in the business of acquiring, exploring and dealing in mineral properties in Canada. With fewer than 20,000,000 shares outstanding prior to giving effect to the Private Placement, Green Swan is well-poised to deliver real value through exploration and through corporate M&A activities.

Green Swan's properties in British Columbia are exceptionally well-situated to benefit from the half billion dollar Northwest Transmission Line and from the activity of its neighbors, including Pretium Resources Inc. and Pretium's Brucejack Property.

Part of Brucejack is referred to as the "Valley of the Kings" zone. As of November 20, 2012, the interim high-grade gold resource at the Valley of the Kings comprised 8.5 million ounces of gold in the Indicated Resource category (16.1 million tonnes grading 16.4 g/t gold) and 2.9 million ounces of gold in the Inferred Resource category (5.4 million tonnes grading 17.0 g/t gold). For the Brucejack project, Pretium won PDAC's 2013 Bill Dennis Award "for a Canadian discovery or prospecting success" (www.pdac.ca/about-pdac/awards/2013-award-winners).

Green Swan's Ryliejack Property, consisting of one tenure of 108 hectares, is entirely contained within Brucejack, close to a regional access road. Ryliejack's northwesterly corner is six kilometres from the Valley of the Kings.

Further information about Green Swan can be found at www.greenswancapital.com and at www.sedar.com.

ABOUT ICP

ICP is a "capital pool company" in accordance with Exchange policies, and at present, ICP does not own any assets other than cash. The securities of ICP are currently subject to cease trade orders issued by securities regulators for failing to file financial statements in accordance with applicable securities law.

To date, the Corporation has not conducted any active business operations. Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, shareholder approval of the Corporation, including majority of the minority shareholder approval in accordance with the policies of the Exchange and the closing of the Private Placement. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 securities of a capital pool company should be considered highly speculative.

Reader Advisory

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. ICP 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 ICP. Additional information identifying risks and uncertainties is contained in filings by ICP with the Canadian securities regulators, which filings are available at www.sedar.com.

All information contained in this news release with respect to Green Swan was supplied by Green Swan for inclusion herein, and with respect to such information, ICP and its board of directors and officers have relied on Green Swan.

The Exchange has in no way passed upon the merits of the proposed transaction and neither the Exchange nor the its Regulation Services Provider (as that term is defined in the policies of the Exchange) has approved nor disapproved the contents of this press release or accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Green Swan Capital Corp.
    Peter M. Clausi
    Chief Executive Officer
    416-890-1232
    www.greenswancapital.com

    Interactive Capital Partners Corporation
    Mark Maheu
    President and Chief Executive Officer
    613-794-6963
    613-834-6514 (FAX)
    interactivecpc@gmail.com