| ||April 07, 2008|
Iron Creek Capital Corp. Announces Completion of Qualifying Transaction
| ||Iron Creek Capital Corp. ("Iron Creek" or the "Corporation") (TSXV: IRN.P) is pleased to announce that on April 4, 2008, it completed the arm's length acquisition (the "Acquisition") of all of the issued and outstanding securities of Compania Minera Mena Resources (Chile) Limitada ("Mena Chile"). Mena Chile was wholly owned by Tombstone Aruba A.V.V. (the "Vendor"), which is an indirect wholly owned subsidiary of Rusoro Mining Ltd. ("Rusoro"), a public mining and exploration company whose shares trade on the TSX Venture Exchange (the "Exchange") (TSXV: RML). Mena Chile's principle property is the Vaquillas Property, which is prospective for both precious and base metals.|
The Acquisition was completed pursuant to a share purchase agreement (the "Acquisition Agreement") dated March 26, 2008 under which Iron Creek acquired, through its indirect wholly owned subsidiary, Iron Creek Chile (B.V.I.) Ltd., all of the issued and outstanding securities and indebtedness of Mena Chile in consideration of the issuance to the Vendor of 2,000,000 common shares ("Common Shares") in the capital of the Corporation at a deemed price of $0.265 per Common Share and reimbursement of all advances made by Rusoro, directly or indirectly, since September 30, 2007, to Mena Chile. In addition, and pursuant to the terms of a royalty agreement entered into between Mena Chile and the Vendor, Mena Chile has granted a net smelter returns royalty to, or as directed by, the Vendor, on any metals recovered equal to 1% on the Vaquillas Property and 2% on mining and mineral interests held by the Mena Chile with respect to the Emilia & Pampa property, the Gavi & Mena 1-2 properties and the Suerte property (collectively, the "Other Properties").
Iron Creek is a capital pool company and intends for the Acquisition to constitute the Qualifying Transaction of the Corporation (the "Qualifying Transaction") as such term is defined in the policies of the Exchange. Upon obtaining final Exchange approval of the Qualifying Transaction, it is expected that the Corporation will be a Tier 2 Mining Issuer. The Corporation now intends to file all necessary final documents with the Exchange to obtain final approval of the Qualifying Transaction.
Having completed the Acquisition, Iron Creek will be engaged in the business of exploring for precious and base metals on the Vaquillas Property and the Other Properties and such other properties and interests as may be subsequently acquired by Iron Creek.
Board of Directors and Officers of Iron Creek
In connection with the completion of the Acquisition, Michael Winn and Tim Osler were appointed to the board of directors of the Corporation and Susan Neale resigned from the board of directors. In addition, Richard A. Graham resigned as President, Chief Executive Officer, Chief Financial Officer and Secretary of the Corporation, Michael Winn has been appointed as President and Chief Executive Officer, Cheryl Messier has been appointed as Chief Financial Officer and Sally Whittall has been appointed as Corporate Secretary.
Accordingly, as at the date of this press release, the directors of the Corporation are Michael Winn, Richard Graham, Donn Burchill and Tim Osler and the officers of the Corporation are Michael Winn as President and Chief Executive Officer, Cheryl Messier as Chief Financial Officer, and Sally Whittall as Corporate Secretary.
Concurrent with the closing of the Acquisition, Iron Creek completed a non-brokered private placement (the "Private Placement") of 6,500,000 units (the "Units"), at a price of $0.265 per Unit. Each Unit consists of one Common Share and one transferable Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.50 per share for a period of up to two years from the closing date of the Private Placement.
The securities issued as described above are subject to a four-month hold period and restrictions from resale expiring on August 5, 2008.
At the closing of the Acquisition, the Corporation granted options to purchase up to 680,000 Common Shares to certain officers and directors of the Corporation at an exercise price of $0.35 per share exercisable for a period of 5 years from the date of grant.
Outstanding Share Capital
Upon completion of the Qualifying Transaction and the Private Placement, Iron Creek has 10,820,000 Common Shares issued and outstanding.
Early Warning of Securityholders of Iron Creek in Excess of 10%
In connection with the completion of the Private Placement and Acquisition, Michael Winn, c/o Iron Creek Capital Corp., Suite 1028, 550 Burrard Street, Vancouver, British Columbia V6C 2B5, has acquired direct or indirect ownership or control over 1,175,000 Common Shares or approximately 10.9% of the issued and outstanding Common Shares, 425,000 Warrants and 125,000 stock options exercisable at a price of $0.35 per option. Michael Winn now directly or indirectly owns or controls 1,175,000 Common Shares and assuming the full exercise of his option and the Warrants he will directly or indirectly own or control an aggregate of 15.2% of the issued and outstanding Common Shares.
Mr. Winn, a resident of the United States, acquired the Commons Shares, Warrants and stock options pursuant to the exemption in section 3 of British Columbia Instrument 72-503 - Distribution of Securities outside British Columbia.
The Corporation has been advised by Michael Winn that he acquired the Common Shares and Warrants for investment purposes, and he may acquire additional securities in Iron Creek in the future.
For further information or to obtain a copy of the early warning report filed in connection with the above, please contact Michael Winn at 949-376-6451.
It is anticipated that the shares of Iron Creek will resume trading on the Exchange under the symbol "IRN" shortly after the Exchange issues its final approval of the Acquisition.
The Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this news release.
FOR FURTHER INFORMATION PLEASE CONTACT:
Iron Creek Capital Corp.
Richard A. Graham
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