Pocono Capital Inc.

TSX VENTURE: ONO.P
Feb 11, 2009 20:02 ET

Pocono Capital Inc. Completes Qualifying Transaction and Changes Name to Crown Minerals Inc.

TORONTO, ONTARIO--(Marketwire - Feb. 11, 2009) - Pocono Capital Inc. ("Pocono" or the "Company") (TSX VENTURE:ONO.P) is pleased to announce that it has today completed its qualifying transaction (the "Qualifying Transaction") involving Rykala Resources Inc. ("Rykala") originally announced on April 14, 2008 and further detailed in press releases dated July 17, 2008, November 28, 2008 and January 29, 2009. Following the completion of the Qualifying Transaction, Pocono changed its name to Crown Minerals Inc. ("Crown") and the common shares of Crown will be listed on the TSX-V under the trading symbol, CWM, subject to TSX Venture Exchange ("TSX-V") final approval. The common shares of the Company continue to be subject to the "halt trade" until the TSX-V approves the listing of the Company's shares.

The Qualifying Transaction

The Qualifying Transaction consisted of a three-cornered amalgamation whereby a wholly-owned subsidiary of Pocono ("Subco") amalgamated with Rykala and the Company issued to shareholders and warrantholders of Rykala, one (1) common share of the Company for each one (1) Rykala common share and exchanged each Rykala warrant for one (1) Company warrant having substantially the same terms as the Rykala warrants. Rykala became a wholly-owned subsidiary of the Company upon completion of the Qualifying Transaction.

There are now 23,531,635 Crown shares issued and outstanding on a non-diluted basis. Those shareholders who held Pocono shares prior to the Qualifying Transaction now hold approximately 15% of the issued and outstanding Crown shares and the former Rykala shareholders now hold approximately 83% of the issued and outstanding Crown shares. Following the completion of the Qualifying Transaction, 525,000 shares were issued to a consultant of Rykala who assisted in the Qualifying Transaction, representing approximately 2% of the issued and outstanding shares of Crown. On a fully-diluted basis, there are 30,281,047 shares of Crown issued and outstanding.

TSX-V

Pursuant to the applicable rules and policies of the TSX-V, the common shares of the Company issued to Stephen Dunn, Stephen Dunn in trust, Frank Smeenk, S.R. Dunn Family Trust 2007 and Second Sheldon Family Trust pursuant to the Qualifying Transaction are subject to an escrow agreement for a period of 36 months pursuant to TSX-V Tier 2 value security escrow requirements with 10% of the escrowed securities to be released from escrow on the date of the issuance of the TSX-V Final Exchange Bulletin approving the listing of the additional Company shares on the TSX-V (the "Bulletin Date"), and 15% being released on the dates that are 6, 12, 18, 24, 30 and 36 months following the Bulletin Date.

Pocono filed a filing statement dated November 28, 2008 (the "Filing Statement") with the TSX -V and on SEDAR and received conditional approval of the proposed Qualifying Transaction from the TSX-V on November 28, 2008. Pocono also filed a supplement to the Filing Statement (the "Supplement") on January 29, 2009, which was also approved by the TSX-V.

The listing of the common shares of the Company issued and issuable in connection with the Amalgamation is subject to final approval from the TSX-V, which approval is expected following the filing with the TSX-V of certain documents required by the TSX-V in connection with the closing of the Qualifying Transaction.

Directors and Senior Management of Crown after the QT

The board of directors of Crown is now comprised of Stephen Dunn, Donald A. Sheldon, Frank Smeenk and Anthony DeCristofaro. The officers of Crown are Stephen Dunn, President, Secretary and Chief Executive Officer; and Frank Smeenk, Chief Financial Officer.

The directors and officers of Crown, as a group, own or control, directly or indirectly, 4,948,889 Crown Shares, representing 21.03% of the issued Crown shares.

The current management and members of the new Crown board of directors and their brief biographies are as follows:

Stephen Dunn, President, CEO, Secretary and Director of Crown. Mr. Dunn has over 30 years experience in the investment industry having worked with a large Canadian insurance company, a Canadian Schedule A bank, and 2 different Canadian investment dealers. He has extensive experience in the capital markets and has been a director of 2 different resource companies. Mr. Dunn earned his BA (Economics) and his MBA from the University of Western Ontario.

Frank Smeenk, CFO and Director of Crown. Mr. Smeenk is currently CEO of Fletcher Nickel Inc. and President and a Director of KWG Resources Inc., and has worked in the resource industry since 1987 as an officer and a director of numerous public companies. He earned his BA and LLB from the University of Western Ontario and was admitted to the Law Society of Upper Canada in 1976.

Donald A. Sheldon, Director of Crown. Mr. Sheldon is a mining securities lawyer with Sheldon Huxtable Professional Corporation and has been practising corporate and commercial law for over 30 years. He is also President and a Director of MetalCORP Limited and is or has been a director and/or officer of several other public corporations on Canadian Exchanges. Mr. Sheldon has a B.A.Sc, M.A.Sc, LL.B, and P.Eng., and is licensed to practise law in Ontario and Alberta.

Anthony DeCristofaro, Director of Crown. Mr. DeCristofaro is President and Chief Executive Officer of iseemedia inc., a company specialized in digital image content management for the Internet. He is a 25-year veteran in the computer industry. Prior to establishing iseemedia in 2002, he was President and Chief Executive Officer of MGI Software, since December 1995. From 1991 to 1995, Mr. DeCristofaro was Vice President and General Manager of AST Canada, a computer hardware company. He was also a founding Board member of Delrina Corp., a public company which was subsequently purchased by Symantec. From 1987 to 1991, Mr. DeCristofaro worked as General Manager at NEC Canada. Mr. DeCristofaro holds an Advanced Business Administration degree from York University.

Details of the Qualifying Transaction are available in the Filing Statement, the Supplement and the amalgamation agreement dated November 28, 2008 and amended and restated on February 9, 2009. Shareholders are encouraged to review such documents which are available under Crown's profile on SEDAR at www.sedar.com.

Reader Advisory

The Qualifying Transaction is subject to the final approval of the TSX-V.

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the completion the Qualifying Transaction, including statements regarding the final approval of the Qualifying Transaction by the TSX-V. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that Crown may not receive final approval from the TSX-V. The statements in this news release are made as of the date of this release. The factors identified above are not intended to represent a complete list of the factors that could affect Crown. Additional factors are noted under "Risk Factors" in the Filing Statement and the Supplement, copies of which may be obtained on the SEDAR website at www.sedar.com.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Amalgamation and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

For more information, please contact

Crown Minerals Inc.
Mr. Stephen Dunn
President and CEO
(416) 822-3343