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GSW

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Share Name Share Symbol Market Type
TSXV:GSW TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

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

26/04/2013 8:54pm

Marketwired Canada


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
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

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