VANCOUVER, BRITISH COLUMBIA and TORONTO, ONTARIO--(Marketwired - Nov. 12, 2014) -
NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES NOR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
Iron Creek Capital Corp. (TSX VENTURE:IRN) ("Iron Creek") and Polar Star Mining Corporation (TSX:PSR) ("Polar Star") - jointly the "Companies" - are pleased to announce that they have today filed on SEDAR their joint information circular and associated form of proxy and voting instruction form relating to their proposed transaction to combine the two companies pursuant to a statutory plan of arrangement (the "Arrangement"), and will be mailing the materials to shareholders. Please refer to the news release dated October 29, 2014, detailing the signing of the definitive arrangement agreement (the "Arrangement Agreement") that will result in Iron Creek acquiring, pursuant to an amalgamation between Polar Star and 9057404 Canada Inc., a wholly-owned subsidiary of Iron Creek, all of the issued and outstanding common shares of Polar Star.
The Companies have fixed the date for the Special Meetings of Iron Creek and Polar Star, respectively, for December 10, 2014, at which, in respect of Iron Creek, shareholders will vote on the issuance of the common shares of Iron Creek (the "Iron Creek Shares") pursuant to the Arrangement, the proposed name change and certain amendments to the terms of options held by certain directors; and in respect of Polar Star, shareholders will vote on the Arrangement. If shareholders vote in favour, the Companies expect to close the transaction on or about December 16, 2014.
Iron Creek has submitted a National Instrument 43-101 compliant technical report relating to its Las Pampas project, currently optioned to a subsidiary of Kinross Gold, which is filed on SEDAR and posted on Iron Creek's website.
Iron Creek received conditional approval from the TSX Venture Exchange ("TSX-V") dated October 28, 2014, to list the Iron Creek Shares issuable to Polar Star shareholders upon completion of the Arrangement. The Arrangement is subject to Iron Creek meeting all of the conditions imposed by the TSX-V.
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, all applicable waivers and consents, all in accordance with the terms of the Arrangement Agreement.
About Newco - Revelo Resources Corp.
Following the Arrangement, the Companies will re-brand under a new name, Revelo Resources Corp. ("Revelo"), subject to shareholder approval, and will list on the TSX-V under the ticker symbol "RVL". Revelo will control approximately 300,000 hectares of highly prospective exploration ground in northern Chile focused on copper, gold and silver. Revelo will pursue a prospect generator business model and will have existing option and joint venture agreements with Kinross Gold (Las Pampas option agreement), Newmont Mining (Montezuma joint venture agreement), and BHP Billiton (Blocks 2, 3 & 4 joint venture agreements). The focus of exploration is on major discoveries for copper, gold and silver, with all exploration tenements being strategically located along some of the world's most productive mineral belts in northern Chile.
Revelo will have a strong institutional shareholder base in the US, Canada and the UK; a strong treasury of approximately $3M; a small office and technical team based in Santiago, Chile; and a corporate presence based in Vancouver.
ON BEHALF OF THE BOARDS
Colin Bird, President & CEO
Timothy J. Beale, President
Neither the TSX, the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statement
This news release contains certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical fact, that address events or developments that Iron Creek and Polar Star expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "indicate" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although Iron Creek and Polar Star believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Such forward-looking information includes statements regarding the ability of Iron Creek and Polar Star to execute the terms of the definitive agreement, and the anticipated components and benefits of the Transaction.
Factors that could cause the actual results to differ materially from those in forward-looking statements include the risk that the parties will be unable to complete their due diligence, obtain any necessary shareholder and regulatory or other approvals, and satisfy or waive the other conditions contemplated by the definitive agreement, and, if the Transaction was to be completed, the risk that the parties will be unable to realize on the anticipated benefits of the Transaction. Both parties also face continuing risk in their ongoing operations and risks posed by general economic, market or business conditions. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of Iron Creek's and Polar Star's management on the date the statements are made. Iron Creek and Polar Star undertake no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change, except as required by law. |