Mr. Timothy Beale of Iron Creek reports

IRON CREEK TO ACQUIRE ALL OF THE OUTSTANDING COMMON SHARES OF POLAR STAR

Iron Creek Capital Corp. and Polar Star Mining Corp. have entered into a definitive arrangement agreement dated Oct. 28, 2014, to combine the two companies pursuant to a statutory plan of arrangement, which will result in Iron Creek acquiring, indirectly through a wholly owned subsidiary, all of the issued and outstanding common shares of Polar Star.

The transaction was previously announced in a joint news release on Sept. 19, 2014, and contemplated Polar Star acquiring all of the issued and outstanding shares of Iron Creek. After further consideration, and in order to simplify the transaction, the parties decided to reverse the structure so that Iron Creek will now acquire Polar Star.

The combined companies will rebrand under a new name (Newco) and will control approximately 300,000 hectares of highly prospective exploration ground in northern Chile focused on copper, gold and silver.

Certain of the shareholders and all of the directors and senior officers of Iron Creek and Polar Star have entered into voting support agreements, whereby they have agreed to vote their shares in favour of the transaction. As of Oct. 28, 2014, such Iron Creek locked-up shareholders held, in total, approximately 51.14 per cent of the outstanding Iron Creek shares, and such Polar Star locked-up shareholders held, in total, approximately 26.09 per cent of the outstanding Polar Star shares.

The proposed transaction

Pursuant to the arrangement agreement, each Polar Star shareholder would receive, in exchange for each Polar Star share held by it, 0.26 common share of Iron Creek. The outstanding options to purchase Polar Star shares will be converted into options to purchase Iron Creek shares, with appropriate adjustments to reflect the share exchange ratio. The outstanding warrants to purchase Polar Star shares, when exercised, will be exchanged into Iron Creek shares, with appropriate adjustments to reflect the share exchange ratio.

Upon completion of the transaction, Iron Creek will own all of the outstanding Polar Star shares and Polar Star will become a wholly owned subsidiary of Iron Creek. In total, Iron Creek will issue approximately 52,784,362 Iron Creek shares to Polar Star shareholders, representing 57.74 per cent of the combined company, with a resultant total of 91,409,923 outstanding common shares of the Newco on an undiluted basis.

Iron Creek also intends to undergo a name change in connection with the transaction which, if approved by the shareholders of Iron Creek, will be effected upon completion of the transaction.

The existing Iron Creek management team will continue the management and direction of the Newco and will include Timothy J. Beale (president and chief executive officer), David Miles (chief financial officer), Kim Casswell (corporate secretary) and John Davidson (exploration manager, Chile). The board of directors of the Newco will be reconstituted to consist of six individuals, four of whom will be nominees of Iron Creek, and two of whom will be nominees of Polar Star, and the chairman of the Iron Creek board shall be appointed from the director nominees of Iron Creek.

Polar Star is at arm's length to Iron Creek, and none of the directors or officers of Iron Creek are directors, officers or shareholders of Polar Star.

In addition to the approval of the arrangement resolution by Polar Star shareholders, the transaction is conditional upon, among other things, the approval by Iron Creek shareholders of the issuance of the Iron Creek shares pursuant to the transaction, the performance, by each of Iron Creek and Polar Star, of all obligations under the arrangement agreement and the receipt of, among other things, conditional approval from the TSX Venture Exchange for the transaction and the listing on the TSX-V of Iron Creek shares to be issued pursuant to the transaction, and receipt of all applicable waivers and consents, all in accordance with the terms of the arrangement agreement.

We seek Safe Harbor.