NR re Green Swan MELKIOR RESOURCES INC. ANNOUNCES COMPLETION OF TRANSACTION WITH GREEN SWAN CAPITAL CORP.
Ottawa, Ontario. Melkior Resources Inc. ("Melkior") is pleased to announce that it has completed its previously announced transaction with Green Swan Capital Corp. (“Green Swan”) (see press release dated July 14, 2011). The transaction consists of granting Green Swan the option to acquire up to an undivided 70% interest in Melkior’s Riverbank and Brokeback properties (the “Properties”) and constitutes Green Swan’s Qualifying Transaction within the meaning of Policy 2.4 of the TSX Venture Exchange (the “Exchange”).
Following the execution of a letter of intent on July 14, 2011, the parties subsequently executed a formal option agreement on August 18, 2011, as amended on December 16, 2011 (collectively, the “Option Agreement”). Under the Option Agreement, Green Swan can acquire an initial 51% undivided interest in the Properties by paying Melkior the sum of $25,000, issuing 2,000,000 common shares of Green Swan and 1,000,000 share purchase warrants and by incurring $1,600,000 in work expenditures on the Properties by no later than December 2014. Following the exercise of the first option, 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 a delay of twenty-four (24) months.
Following the issuance of the Exchange’s final bulletin approving the Qualifying Transaction, Green Swan issued to Melkior 2,000,000 common shares at a price of
.10 per share and 1,000,000 share purchase warrants (collectively, the “Securities”) as per the Option Agreement. Each warrant entitles Melkior to acquire an additional common share of Green Swan at a price of
.15 for a twelve (12) month period and at a price of
.25 per share for the following twelve (12) month period. In accordance with Exchange policies, the Securities are subject to escrow under the terms and conditions of an escrow agreement dated January 11, 2012 and will be released to Melkior over a period of thirty-six (36) months (terms and conditions of the escrow agreement can be found in Green Swan’s profile on SEDAR at www.sedar.com).
Following the issuance of the Securities, Melkior now owns approximately 12.4% of the issued and outstanding common shares of Green Swan and, if it were to exercise its Warrants, would own approximately 17.5% of Green Swan’s the issued and outstanding common shares (on a partially diluted basis). The acquisition of such Securities resulted from the completion of the Qualifying Transaction with Green Swan. Melkior does not have any present intention to acquire ownership or, or control over, additional securities of Green Swan.
Melkior acquired the common shares and warrants of Green Swan pursuant to the exemption set forth in section 2.13 of National Instrument 45-106 – Prospectus and Registration Exemptions, as such securities were issued by Green Swan as partial consideration for the acquisition of a 51% undivided interest in mining properties of Melkior as per the terms and conditions of the Option Agreement.
About Melkior:
Melkior is a junior exploration company with active exploration projects in West Timmins and the Mc Faulds “Ring of Fire” areas of Ontario. Melkior also holds a 49% interest in the Delta Kenty nickel-copper-platinum-palladium deposit in Ungava and has several other gold properties in Ontario and Quebec.
For more information:
Jens Hansen, President
Melkior Resources Inc.
1801 McGill College Avenue, Suite 1325
Montréal, Québec H3A 2N4