Trigon Uranium Corp. and Intercontinental Potash Corp. Announce Proposed Reverse Take-Over


    TORONTO, June 19 /CNW/ - Trigon Uranium Corp. ("Trigon") (TSXV:TEL) and
Intercontinental Potash Corp. ("ICP") are pleased to announce that they have
entered into a non-binding letter of intent executed on June 18, 2009 pursuant
to which Trigon intends to make an offer to acquire all of the issued and
outstanding common shares of ICP, a private company existing under the laws of
Canada, by way of a share exchange (the "Transaction"). ICP is engaged in the
exploration and development of potash properties. Trigon currently holds
approximately 37% of ICP through its ownership of 15,000,000 common shares of
ICP. Upon completion of the Transaction, Trigon intends to change its name to
Intercontinental Potash Corp. and continue to be listed on the TSXV in the
mining issuer category and ICP intends to change its name to ICP Corp.
    ICP is seeking to commercialize Polyhalite as a slow-release fertilizer
from its Ochoa project in Lea County, New Mexico. Polyhalite is an evaporite
mineral containing potassium, magnesium, sulphate, and calcium. ICP is also
investigating other areas of the world for the possibility of exploring for
and developing Polyhalite Deposits. The area of interest of the Ochoa project
is being investigated by ICP with the ultimate objective of producing and
marketing Polyhalite as a multi-nutrient, slow-release, chloride-free
fertilizer. ICP controls 100% of the Ochoa property, which consists of federal
sub-surface potassium permits granted by the Bureau of Land Management ("BLM")
comprising an area of 36,589 acres. All reclamation plans, environmental
plans, and archeological work have been approved by BLM. Bonds in respect of
the drill program have been accepted and all cost recovery charges have been
paid in accordance with federal regulations. The initial term of the permits,
granted on December 1, 2008, is two years and may be extended to four years in
total if in the opinion of BLM exploration has proceed in an expeditious
manner. The prospecting permits include the approval of a detailed 16 drill
hole program covering the entire acreage. A technical report in respect of the
Ochoa project was filed on Trigon's profile on SEDAR in January, 2009 at
    In anticipation of the closing of the Transaction, Trigon proposes to
consolidate all of its currently issued and outstanding common shares on the
basis of one new share for each four existing shares (subject to receipt of
shareholder and regulatory approval). Under the terms of the offer, ICP
shareholders will receive one new Trigon common share (on a post-consolidation
basis) for each ICP common share. In connection with the Transaction, all
options of ICP will be exchanged for equivalent options of Trigon which will
thereafter entitle the holders to acquire common shares of Trigon in lieu of
common shares of ICP based on the same terms and subject to the same
conditions as the existing options of ICP. Because Trigon and ICP are not
arm's length parties, the Transaction must be approved by an ordinary
resolution of shareholders and a majority of the votes cast by minority
shareholders of Trigon. In addition, the consolidation and name change must be
approved by a special resolution of shareholders of Trigon. The ultimate
structure for the Transaction may, however, be revised after Trigon and ICP
have each had an opportunity to receive final legal, accounting and tax advice
regarding the most appropriate form for the Transaction.
    It is the intention of Trigon to use its best efforts to complete a
private placement prior to the closing of the Transaction, pursuant to which
Trigon shall issue subscription receipts (the "Subscription Receipts") at a
price to be determined to raise gross proceeds currently estimated to be
approximately $3,000,000. The terms of the financing will be determined in the
context of the market.
    Over the past several months, Trigon has been considering various
alternatives to increase shareholder value in light of current market
conditions for junior uranium exploration companies. Trigon believes that the
proposed Transaction with ICP provides significant opportunity. The
acquisition of interests in the potash sector is expected to provide Trigon
with a new focus and a significant asset base and, as a result, greater
flexibility and value, and enhanced ability to raise capital. For further
financial information concerning Trigon, please refer to the annual audited
financial statements of Trigon for the year ended December 31, 2008 as well as
the unaudited interim financial statements of Trigon for the three month
period ended March 31, 2009, all available on SEDAR at
    It is anticipated that immediately following the closing of the
Transaction (and prior to giving effect to the offering of Subscription
Receipts) and assuming that all of the ICP common shares are acquired under
the offer and there are no changes to the outstanding common shares or
convertible securities of either company, Trigon will have approximately
41,555,598 common shares outstanding, of which 25,800,001 common shares will
be issued to acquire the remaining portion of ICP not already owned by Trigon,
and approximately 15,755,597 common shares will be held by existing Trigon
shareholders. Furthermore, based upon the foregoing assumptions, it is
anticipated that a further 5,186,325 common shares of Trigon will be reserved
for issuance upon the exercise of outstanding convertible securities.
    ICP currently has 34 shareholders. Trigon owns, directly or indirectly,
or controls or directs 15,000,000 common shares (approximately 37%) of ICP. No
other shareholder controls more than 11% of the shares of ICP. As at December
31, 2008 ICP had net working capital of approximately $4,080,000, assets of
$5,466,686 and shareholders' equity of $5,312,343. ICP has no liabilities
other than accounts payables incurred in the operation of its business.
    Sidney Himmel, the current President, Chief Executive Officer and a
director of Trigon is also the President, Chief Executive Officer and a
director of ICP, Kevin Strong, the current Chief Financial Officer of Trigon
is also the Chief Financial Officer of ICP and Dr. George Poling, a current
director of Trigon is also a director of ICP. Mr. Himmel holds 1,211,433
common shares and 950,000 stock options of Trigon and 1,000,001 common shares
and 750,000 stock options of ICP. Dr. Poling holds 2,914,235 common shares and
375,000 stock options of Trigon and 950,000 common shares and 500,000 stock
options of ICP. Mr. Strong holds 100,000 stock options of Trigon.
    Following the closing of the Transaction, it is anticipated that three
nominees of ICP will join the four person board of directors of Trigon such
that the reconstituted board of directors will consist of Dr. George Poling,
Sidney Himmel, John Greenslade, and Knute Lee (representing the existing
Trigon board of directors) as well as the Honourable Pierre Pettigrew PC,
Anthony Grey, and Ernest Angelo (representing the existing ICP board of
    Dr. Poling is currently a director of Quadra Mining Ltd. (TSX) since
February 2004 and the Chair of the Environmental and Safety Committee and a
member of the Compensation Committee, a director and Chairman of the Board of
BioteQ Environmental Technologies Inc. (TSX) since December 2000, a director
of Minterra Resource Corp. (TSXV) since 1995, and the Senior Vice President of
Rescan Environmental Services Ltd, an environmental and engineering consulting
firm. Mr. Himmel is the President of Trigon and was previously its Chief
Financial Officer. He has over 17 years experience in Canadian capital
markets, having worked for Toronto Dominion Securities as Vice President and
Director, and Merrill Lynch Canada Ltd. as a Corporate Finance specialist in
mining finance. Mr. Himmel holds B.Sc. and B.A. degrees from the University of
Toronto and has been a Chartered Accountant since 1981. Mr. Greenslade has
practiced securities law in Vancouver, British Columbia since 1981, and is
President (since 1992) and a director (since 1991) of Minterra Resource
Corporation (TSXV), and President (since April 2004) and a director (since
2004) of Baja Mining Corp. (TSX). Mr. Lee is an independent landman and owner
of KHL Inc., an oil and gas company.
    The Honourable Pierre S. Pettigrew, P.C. has been Executive Advisor,
International at Deloitte & Touche LLP since 2006 and was a Minister for the
Government of Canada from 1995 to 2006. Anthony Grey has been Chairman of
International Ferro Metals Limited, a ferrochrome mining company, since 2002.
Ernest Angelo is a self-employed petroleum engineer and the managing partner
of Discovery Exploration, which invests in oil and gas exploration and

    Completion of the Transaction is subject to a number of conditions,
including the approval of the TSX Venture Exchange, the execution of
definitive documentation, the completion of satisfactory due diligence,
shareholders holding a minimum of 75% of the issued and outstanding common
shares of ICP (excluding common shares held by Trigon) tendering such shares
to the offer, and the approval of the requisite majority vote of shareholders
of Trigon (including the approval of the requisite majority of disinterested
Trigon shareholders). In this regard, Trigon proposes to hold a meeting of its
shareholders to approve the Transaction and such other matters as are required
by law or the TSX Venture Exchange as soon as possible. The Transaction cannot
close until the approval of shareholders of Trigon and all required regulatory
approvals are obtained. 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 management
information circular to be prepared in connection with the Transaction, any
information released or received with respect to the proposed Transaction may
not be accurate or complete and should not be relied upon. Trading in the
securities of Trigon should be considered highly speculative.

    The TSX Venture Exchange has in no way passed upon the merits of the
    proposed transaction and has neither approved nor disapproved the
    contents of this press release.

    About Trigon and ICP

    Trigon Uranium Corp. is a uranium exploration and development company
focused on deposits in the western and southwestern United States , with
operations based in its Golden, Colorado office. Intercontinental Potash Corp.
is a private company with 37% ownership by Trigon and is involved in the
acquisition, exploration, and development of potash and potash-related mineral
lands in the United States Southwest with emphasis on polyhalite, a
multinutrient potash mineral. The shares of Trigon trade on the TSX Venture
Exchange under the symbol "TEL".

    Forward-Looking Statements

    Certain information set forth in this news release may contain
forward-looking statements that involve substantial known and unknown risks
and uncertainties. These forward-looking statements are subject to numerous
risks and uncertainties, certain of which are beyond the control of Trigon and
ICP, including, but not limited to, the impact of general economic conditions,
industry conditions, dependence upon regulatory and shareholder approvals, the
execution of definitive documentation and the uncertainty of obtaining
additional financing. Readers are cautioned that the assumptions used in the
preparation of such information, although considered reasonable at the time of
preparation, may prove to be imprecise and, as such, undue reliance should not
be placed on forward-looking statements. Trigon does not assume any obligation
to update or revise its forward-looking statements, whether as a result of new
information, future events, or otherwise.


    %SEDAR: 00021118E

For further information:

For further information: please visit or or contact: Trigon Uranium Corp., Sidney
Himmel, President and CEO, Toronto, Ontario, T: (416) 624 3781,

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