Resource Capital Fund V L.P. Acquires Shares of IC Potash Corp.
DENVER, Sept. 15 /CNW/ - Resource Capital Fund V L.P. ("RCF V") reports that, pursuant to a private placement (the "RCF Private Placement") of 25,000,000 units in IC Potash Corp. ("IC Potash") at a price of $0.40 per unit for gross proceeds to IC Potash of $10 million, RCF V has acquired 25,000,000 common shares in the capital of IC Potash, representing approximately 25.8% of IC Potash's outstanding common shares and 12,500,000 IC Potash common share purchase warrants, each exercisable at $0.65 at any time on or before the date that is 36 months following the closing date for one common share in the capital of IC Potash (the "Warrants"). If RCF V elects to exercise all of the Warrants it would acquire approximately an additional 8.5% of IC Potash's common shares, assuming no other options, warrants or convertible securities are exercised or converted and no other common shares are otherwise issued by IC Potash, bringing RCF V's total share ownership to approximately 34.3% of the common shares of IC Potash.
The RCF Private Placement took place pursuant to the terms of a subscription agreement between RCF V and IC Potash dated August 29, 2010 (the "Subscription Agreement"). Pursuant to the Subscription Agreement, IC Potash granted RCF V the following rights to the extent that RCF V's shareholdings exceed 10% of the outstanding shares of IC Potash on a fully diluted basis, based on the same assumptions:
- RCF V will have the right to participate in any equity or convertible debt raisings of IC Potash pro rata to its fully diluted equity holdings in IC Potash subject to regulatory approval; and
- RCF V will have the option to appoint a representative to the board of directors of IC Potash.
The Subscription Agreement contains other standard representations, warranties and covenants on the part of RCF V and IC Potash common to such transactions.
Prior to the acquisition of securities, RCF V did not own any shares in the capital of IC Potash. The securities were acquired for investment purposes. RFC V will evaluate its investment in IC Potash from time to time and may, based on such evaluation of market conditions and other circumstances, increase or decrease its shareholdings in IC Potash as circumstances require.
For further information and to obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see IC Potash���s profile on the SEDAR website at www.sedar.com.
For further information: For further information:
Ross Bhappu
Resource Capital Fund V L.P.
1400 Sixteenth Street, Suite 200
Denver, CO, 80202
Telephone: (720) 946-1444
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