International Gold Executes Definitive Agreement
July 18 2011 - 11:09AM
Marketwired
International Gold Corp. ("IGC" or the "Company") (OTCQB: ITGC) is
pleased to announce in furtherance to its news release dated June
16, 2011, it has entered into a definitive securities purchase
agreement (the "Agreement") with Cormark Capital Group LLC, a
limited liability company incorporated in the state of Nevada
("Cormack"), Z & G Enterprises LLC and Apex Consolidated LLC
(together, the "Membership Holders"), with respect to the proposed
acquisition of all of the issued and outstanding membership units
of Cormack. Cormack's wholly owned subsidiary, Minera Sol de Oro
S.A. de C.V. ("MSO"), a private corporation incorporated under the
laws of Mexico, holds rights to certain mining concessions located
in the State of Chihuahua, Mexico (the "Huizopa Properties"),
covering approximately 15,980 hectares.
Pursuant to the terms of the Agreement as consideration for the
acquisition of all of the issued and outstanding securities of
Cormack, IGC has agreed to issue 25,000,000 shares of common stock
to the Membership Holders and/or their nominees and make an
aggregate cash payment of $150,000 to MSO of which $75,000 has
already been advanced and the remaining $75,000 payable on or
before closing. In the event the transaction does not close the
cash payment will be treated as a secured demand loan bearing
interest at 5% per annum.
Closing of the transaction is subject to a number of conditions
including: satisfactory completion of both parties respective due
diligence; obtaining all necessary governmental, regulatory and
third party consents, waivers and approvals; the appointment of two
nominees of the membership holders to the board of directors of
IGC; and completion of an interim financing with proceeds intended
to be used to fund working capital of IGC. There is no assurance
that the transaction will be completed as planned or at all.
Forward Looking Statements
This news release may contain forward-looking statements or
information within the meaning of the United States Primary
Securities Litigation Reform Act of 1995 and within the meaning of
Canadian provincial securities laws applicable to the Company.
Forward-looking statements are typically identified by words such
as: believe, expect, anticipate, intend, estimate, postulate and
similar expressions, or are those, which, by their nature, refer to
future events. Forward-looking statements or information are
subject to a variety of risks and uncertainties which could cause
actual events or results to differ from those reflected in the
forward-looking statements or information, including, without
limitation, risks and uncertainties relating to: completing all
conditions for closing of the proposed acquisition of Cormack,
obtaining financing to meet the Company's exploration programs and
operating costs during its exploratory stage, the interpretation of
exploration results and the estimation of mineral resources and
reserves, the geology, grade and continuity of mineral deposits,
the possibility that future exploration, development or mining
results will not be consistent with the Company's expectations,
accidents, equipment breakdowns, title matters, or other
unanticipated difficulties with or interruptions in production and
operations, the potential for delays in exploration or development
activities or the completion of feasibility studies, the inherent
uncertainty of production and cost estimates and the potential for
unexpected costs and expenses, commodity price fluctuations,
currency fluctuations, regulatory restrictions, including the
inability to obtain mining permits and environmental regulatory
restrictions and liability, the speculative nature of mineral
exploration, dilution, competition, loss of key employees, and
other risks and uncertainties, including those described under
"Risk Factors" in the Company's Annual Report on Form 10-K filed on
April 15, 2011, which is on file with the Securities and Exchange
Commission, as well as the Company's periodic filings available at
www.sec.gov and with Canadian Securities Administrators at
www.sedar.com. Should one or more of these risks and uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in
forward-looking statements. Accordingly, readers are advised not to
place undue reliance on forward-looking statements or information.
The Company does not undertake any obligation to release publicly
revisions to any "forward-looking statement," to reflect events or
circumstances after the date of this news release, or to reflect
the occurrence of unanticipated events, except as is required under
applicable securities laws.
This news release does not constitute an offer for sale of
securities for sale, nor a solicitation for offers to buy any
securities of the Company. The securities referred to in this news
release have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold within the United States or to, or for the account
or benefit of, U.S. persons absent U.S. registration or an
applicable exemption from the U.S. registration requirements.
Contacts: International Gold Corp. Bob M. Baker 604.925.0220
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