Yes! Here are the details. TRANSACTION SUMMARY i. IGS has a 90...

Yes! Here are the details.

TRANSACTION SUMMARY
i. IGS has a 90 day exclusive option to acquire 85% of Winter Garden by way of equity offer to existing Winter Garden Shareholders;

ii. AUD325,000 deposit (50% as option fee, 50% as 6 month interest free unsecured loan) payable to the shareholders of Winter Garden;

iii. IGS has completed a short term (6 month) funding facility of AUD$500,000 to fund currently working capital and the deposit. The facility is convertible in to IGS Shares and Options at $0.0025 (with a 1 for 2 $0.0025, 2 year option) subject to all necessary regulatory and shareholder approvals being obtained;

iv. subject to the satisfaction (or waiver) of the Conditions Precedent, the consideration for the acquisition of an 85% interest in the issued capital of Winter Garden (Jardin De Invierno SA) shall be the issue of 1,500,000,000 fully paid ordinary shares in the capital of IGS (Consideration Shares) at a deemed pre-consolidation issue price of $0.005 per Share to be issued to the Winter Garden vendors. At all times the Consideration Shares will represent a minimum of 50% of the total enlarged capital structure of the Purchaser post Completion and will be adjusted accordingly.

v. Completion of the acquisition is conditional upon the satisfaction (or waiver) of the following conditions precedent within the 90 day exclusive option period :


a) IGS receiving a letter from the ASX confirming that the ASX will re-admit IGS to the official list of the ASX, subject to the satisfaction of certain conditions set out in the letter, on terms acceptable to IGS and the Winter Garden;


b) each Winter Garden shareholder entering into a formal share sale agreement with IGS (Formal Agreement) incorporating customary warranties and other terms and conditions;

c) IGS raising a minimum of $1,000,000 (or such other amount as required to meet the assets test and re-admission criteria of the ASX), through the issue of IGS Shares at a price to be determined by IGS and Winter Garden (Capital Raising), with a minimum net proceeds to www.intgold.com.au IGS of $1,000,000 at closing incorporating the Capital Raising and / or the sale of some of the other assets of the Company (e.g. 9.2m Sante Fe Gold Inc. Shares (OTC:SFEG), USD4m loan owing from Sante Fe);

d) IGS conducting a share consolidation in accordance with the Corporations Act 2001 (Cth) (Corporations Act) at a ratio the Parties consider reasonably necessary to allow the IGS to successfully complete the Capital Raising and ASX Re-Admission criteria(Consolidation);

e) the Parties obtaining all shareholder, statutory and regulatory approvals necessary to undertake the Acquisition or that are reasonably required by IGS;

f) the Parties obtaining, in a form reasonably satisfactory to the IGS, all third party consents or waivers which are, in the opinion of the IGS, necessary or desirable to complete the Acquisition (including but not limited to confirmations or waivers of the ASX Listing Rules); and

g) the Vendors entering into restriction agreements (and where necessary their controllers) in relation to the Consideration Shares to the extent required under Chapter 9 of the ASX Listing Rules (if applicable) (Restriction Agreements).