Green Swan Options Riverbank and Broke Back
(firmenpresse) - BURLINGTON, ONTARIO -- (Marketwire) -- 03/19/12 -- Green Swan Capital Corp. ("Green Swan") (TSX VENTURE: GSW) announces that it has optioned (the "Transaction") its rights to its Riverbank and Broke Back properties (the "Properties") in Ontario's Ring of Fire to a private British Columbia company (the "Optionee"), in a transaction valued at a minimum of $300,000, 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.
The Properties
The Properties are located in the James Bay Lowlands, Ontario in the highly prospective Ring of Fire. They consist of 69 unpatented claims covering approximately 14,784 hectares (36,532 acres). Broke Back is located approximately 10 kilometres north of Noront Resources Ltd.'s "Eagle's Nest", and is contiguous with some of Noront's claims. Claims belonging to Cliffs Natural Resources Inc. are located approximately 10 kilometres southeast of Broke Back. Riverbank is located within a major regional gravity anomaly.
The Green Swan Option
Green Swan is the optionee of the Properties pursuant to an agreement dated August 18, 2011, amended December 16, 2011 (the "Green Swan Option"). The title holder to the Properties is Melkior Resources Inc. Under the Green Swan Option, Green Swan has the right to earn up to a 70% interest in the Properties.
Under the existing Green Swan Option, Green Swan can acquire an initial 51% undivided interest in the Properties by incurring a minimum of $1,600,000 in work expenditures on the Properties by no later than December 31, 2014. Following that, should Melkior not elect to form a joint venture on the Properties, Green Swan will have the option to acquire an additional 19% interest (for a total 70% undivided interest in the Properties) by incurring an additional $1,000,000 in work expenditures on the Properties within twenty-four (24) months.
The Transaction
The Optionee has agreed to acquire all of Green Swan's interest in the Green Swan Option, conditional upon the Optionee effecting a private financing of $500,000 and an initial public offering ("IPO") with gross proceeds of at least $650,000. The IPO is to be effected by the Optionee at no less than ten cents per share.
As consideration for the Transaction, and coincident with the closing of the IPO, the Optionee will issue to Green Swan three million common shares in the Optionee's capital, at a price per share equal to the IPO price. This would value the Green Swan Option at $300,000. The Optionee will further issue to Green Swan one million common share purchase warrants having a 24 month term and an exercise price of twenty cents per warrant.
Green Swan will undertake to complete work expenditures ("Work") on the Properties of not less than $235,000 prior to December 14, 2012, failing which the three million shares will be cancelled.
If Green Swan does complete the Work prior to December 14, 2012, then the Optionee shall issue to Green Swan additional Optionee 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 11.75 cents. Under this formula, Green Swan will be issued a maximum further 2,000,000 common shares of Optionee.
The Optionee is at arm's length to Green Swan and to Melkior. It is intended that the Transaction shall require no input or contribution of any kind from Melkior except for what is already included in the Green Swan Option, and except for Melkior's consent which has already been received.
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.
"This agreement provides two valuable advantages to Green Swan," said Peter M. Clausi, Green Swan's Chief Executive Officer. "First, it monetizes the Green Swan Option to the benefit of Green Swan's shareholders, and second, it allows management to focus on the growth strategy in British Columbia's Golden Triangle while maintaining a footprint in the renowned Ring of Fire."
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.
Neither the 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.
Contacts:
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
Stephanie Fitzgerald
90 Adelaide St W, Ste 600
Toronto, ON
M5H 3V9
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Datum: 19.03.2012 - 10:32 Uhr
Sprache: Deutsch
News-ID 1094120
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