Feb. 25, 2010 (Filing Services Canada) --
IBI Corp. (IBI - TSX Venture), a junior international mining and investment company, reports that IBI's affiliate company, Grey Crown Resources Limited ("Grey Crown") currently a private integrated gold exploration company focused on Uganda, and owner of the Tira Gold Mine, has signed a definitive agreement (the "Agreement") with Sereno Capital Corporation ("Sereno").
Sereno is seeking to complete an arm's length transaction that will constitute Sereno's "Qualifying Transaction" as defined in the policies of the TSX Venture Exchange (the "Exchange"), including Policy 2.4, Capital Pool Companies.
The Agreement sets out terms with respect to the transaction (the "Transaction") whereby Sereno will acquire Grey Crown, as a wholly-owned subsidiary, through a statutory amalgamation with a wholly-owned subsidiary of Sereno. Shareholders of Grey Crown will receive one common share of Sereno in exchange for each common share of Grey Crown.
Following is an outline of the key elements of the Transaction.
Basis of Transaction:
Subject to customary conditions to closing, including approval by the Exchange, completion of the Grey Crown Equity Financing (as described below) and Grey Crown shareholder approval of the amalgamation, the terms of the Transaction can be summarized as follows:
(a) Sereno Securities: There are currently issued and outstanding 5,300,000 common shares of Sereno. None of the terms of any outstanding securities of Sereno shall be amended, and no further securities will be issued or granted by Sereno, prior to the completion of the Transaction.
(b) Grey Crown Securities: It is anticipated that there will be 20,008,028 common shares of Grey Crown issued and outstanding immediately prior to completion of the Transaction, and including issuance of the shares related to the minimum Equity Financing.. None of the terms of any outstanding securities of Grey Crown shall be amended, and no further securities will be issued or granted by Grey Crown, prior to the completion of the Transaction other than pursuant to the Grey Crown Equity Financing.
(c) Board of Directors and Management: In conjunction with the completion of the Transaction, the existing board of directors of Sereno will all resign. Going forward, the board of directors of Sereno will be comprised of four directors, all of whom will be nominees of Grey Crown. Following closing of the Transaction, a shareholder meeting will be held and the size of the board of directors increased.
Following closing of the Transaction, the existing management of Grey Crown will continue as the management of the new entity.
(d) Grey Crown Equity Financing: As a condition to closing of the Transaction, Grey Crown will complete a private placement of securities for gross proceeds no less than $2,500,000 in form and at a price determined by the market (the "Grey Crown Equity Financing").
(e) Updated Technical Report. Grey Crown has submitted to the Exchange an updated technical report dated December 15, 2009, prepared by its Qualified Person under the provisions of National Instrument 43-101. The Exchange is currently reviewing this report.
(f) Pre-Filing Meeting and Exchange Approval.
(i) Grey Crown and Sereno held a pre-filing meeting with the Exchange on Friday, January 29, 2010, to solicit and address any concerns the Exchange may have had concerning the Transaction, including the timing of closing of the Transaction.
(ii) Sereno was originally granted an extension of its deadline to complete a Qualifying Transaction from August 13, 2009 to February 15, 2010 in accordance with the Exchange bulletins released November 3, 2008 and March 6, 2009 describing temporary relief measures for current market conditions. Sereno has received notice from the Exchange that since Sereno has not completed a Qualifying Transaction in accordance with Policy 2.4 of the Exchange on or before February 15, 2010, its shares have been suspended from trading. Sereno has been given until May 25, 2010 to complete its Qualifying Transaction through the Exchange before it would be moved to the separate NEX board of the Exchange.
(iii) On February 23, 2010, Sereno and Grey Crown submitted an application and draft filing statement, in addition to other documentation previously submitted, to pursue the Qualifying Transaction.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction.
(g) Grey Crown Shareholders' Meeting.
Grey Crown expects to hold a shareholders' meeting in Toronto, Canada on or about March 8, 2010 to, among other things, approve the amalgamation of Grey Crown with a wholly-owned subsidiary of Sereno. Formal Notice and meeting materials will be delivered to Grey Crown shareholders shortly.
Grey Crown and Sereno have agreed to use commercially reasonable efforts to complete the Transaction by April 15, 2010 (with the date by which the Transaction is to be completed being the "Deadline Date"). For greater certainty, in the event that the Transaction has not been completed by the Deadline Date, each of Grey Crown and Sereno have agreed to extend the Deadline Date.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange approval and the closing of the Grey Crown Equity Financing. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.
About Grey Crown Resources Limited
Grey Crown is a private integrated gold exploration company focused on Uganda, and owner of the Tiira Gold Mine. Founded in 2007, Grey Crown has accumulated a gold lands portfolio of 11 properties in the southeastern Uganda Greenstone Belt. Grey Crown is currently in the process of exploring these gold properties.
IBI Corporation Overview
Uranium: Following a decision to focus on high-value minerals exploration and development in Uganda and East Africa, IBI sold its Namekara Vermiculite Mine in Uganda to Rio Tinto for US $5 million in March 2007, with final closing in March 2008. IBI subsequently has focused primarily on developing opportunities for the exploration and development of uranium in Uganda and Tanzania. IBI's prospective uranium land portfolio is comprised of approximately 2,882 square kilometres in Uganda and Tanzania. The Company is currently seeking to add more uranium lands.
The Company has prepared a proposal for the Government of Uganda for a private/public partnership between IBI Corporation and the Government of Uganda for the exploration and development of IBI's prospective uranium lands towards the goal of creating a nuclear electrical power generation program for Uganda.
Gold: IBI has accelerated its program of investing in promising gold opportunities, most notably through its current ownership position in Grey Crown Resources Limited. Grey Crown owns the Tira Gold Mine in Uganda and has also built a prospective gold lands portfolio of 1,242 square kilometres in the South East Uganda Greenstone Belt, which is considered to be an extension of the Lake Victoria Greenstone Belt where several prominent majors, including Barrick Gold and AngloGold Ashanti, are currently producing gold from proven reserves.
General: In February 2009, IBI entered into a joint venture agreement with Venus Capital Resources Limited in which IBI holds a 20% carried interest in 12 exploration license properties comprising 3,442 square kilometres, and regarding which, Venus is the project operator. The properties are contemplated for uranium, gold, and rare earth minerals exploration.
Reader Advisory: Statements in this document may contain forward-looking information. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including, but not limited to, any potential outcomes resulting from the signing of the Agreement discussed in this news release. The reader is cautioned not to place undue reliance on this forward-looking information.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange)
has reviewed and does not accept responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Gary A. Fitchett CA - President and CEO
Tel: (905) 985-6510
Dennis Mellersh - Investor Relations
Tel: (416) 754-4454
Source: IBI Corporation (TSX-V: IBI) http://www.IBInvest.com
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