Corazon Completes Acquisition of ICN Resources Ltd. Creating Well Financed Gold and Silver Exploration Company
October 18 2012 - 11:21AM
Business Wire
Corazon Gold Corp. (TSXV: CGW) (“Corazon”) and ICN Resources
Inc. (TSXV: ICN) (“ICN”) are pleased to announce that they have
closed their plan of arrangement whereby Corazon acquired all of
the outstanding shares of ICN. This business combination will
result in a well-financed company with gold and silver exploration
projects in Nicaragua, Nevada and Colorado. The Transaction was
approved by approximately 99% of the shareholders of ICN that voted
on a special resolution with respect to the Transaction at an
annual and special meeting of ICN shareholders held on October 15,
2012, and a final order with respect to the Transaction was
obtained by ICN from the British Columbia Supreme Court on October
16, 2012.
Pursuant to the terms of an arrangement agreement dated August
10, 2012, as amended, 0947474 B.C. Ltd., a wholly-owned subsidiary
of Corazon, amalgamated with ICN on October 17, 2012 under the name
“ICN Resources Ltd.”, the amalgamated company became a wholly-owned
subsidiary of Corazon, and Corazon has agreed to issue up to
51,665,740 common shares of Corazon (each, a “Corazon
Share”) to the former shareholders of common shares of ICN
(each, an “ICN Share”) on a one for one basis. In order to
obtain their Corazon Shares, ICN shareholders are required to
deliver the certificate representing their ICN Shares, together
with a completed letter of transmittal, to Corazon’s transfer
agent, Canadian Stock Transfer, pursuant to the instructions set
forth in the letter of transmittal previously delivered to ICN
shareholders. Blank copies of the letter of transmittal can be
obtained from Corazon upon request. All outstanding ICN options and
warrants will now be exercisable into Corazon Shares, rather than
ICN Shares, on the same terms as provided for with respect to the
existing ICN options and warrants, without any further action
required on the holder thereof.
As a result of the completion of the Transaction, the ICN Shares
will be delisted from the TSX Venture Exchange effective at market
close on October 18, 2012. Corazon intends to file an application
for ICN to cease to be a reporting issuer in the Provinces of
British Columbia and Alberta in accordance with applicable
securities laws.
None of the Corazon Shares issued in connection with the
Transaction may be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the United States Securities Act of 1933, as
amended. This press release shall not constitute an offer to sell
or a solicitation of an offer to buy, nor shall there be any sale
of, the securities in any state where such offer, solicitation, or
sale would be unlawful.
On Behalf of the Board of Directors of:
CORAZON GOLD CORP.
“Patrick
Brauckmann”
Patrick BrauckmannPresident and CEOPhone:
(604) 629-9670
Email: pb@corazongold.com
ICN RESOURCES LTD.
“Carl
Hering”
Carl HeringPresident and CEO
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Corazon Gold Corp. (TSXV:CGW)
Historical Stock Chart
From May 2024 to Jun 2024
Corazon Gold Corp. (TSXV:CGW)
Historical Stock Chart
From Jun 2023 to Jun 2024