RAP.H New Global Acreage Resources Ltd

TORONTO, Aug. 15, 2011 /CNW/ -- TORONTO, Aug. 15, 2011 /CNW/ - On Friday, August 12, 2011, RAP Acquisition Corp. ("RAP" NEX: RAP.H) entered into an amendment to the letter of intent dated April 11, 2011 with Ferrum Americas Mining Inc. ("Ferrum Americas") and the principals thereof (the "Principals"), Nick Tintor and Laurence Curtis, both resident of Ontario, pursuant to which Ferrum Americas will complete a going public transaction (the "Proposed Transaction") by way of an amalgamation with RAP (the "Amalgamation"). In the amendment, the parties confirmed (i) that the Proposed Transaction is valued at over $11,362,500; (ii) the consolidation and split ratios set out below; (iii) the dates for completion of certain transaction steps; and (iv) that the Private Placement (as defined below) will be for up to $4 million rather than the previously announced $10 million. The parties intend to close the Proposed Transaction on or before November 30, 2011. Unless otherwise noted, all dollar amounts are in Canadian dollars. Description of Ferrum Americas Ferrum Americas is a federally incorporated iron ore mineral exploration company with properties in Bolivia.  Nick Tintor, director of Ferrum Americas, has entered into two joint ventures (both in trust for Ferrum Americas or a Bolivian subsidiary to be incorporated) with private Bolivian corporations to earn up to a 98% interest in an iron project in Bolivia known as Cerro Rojo (the "Cerro Rojo Project"), which consists of four mineral concessions. The concessions cover a portion of the Cerro Rojo iron range which is a 19 kilometre discontinuous banded iron formation close to the Mutún iron deposit in southeastern Bolivia.  Cerro Rojo is located approximately 50 kilometres west of the city of Puerto Suarez located on the Paraguay-Parana River, also known as the Hidrovia. All of the concessions under option host banded iron formations of unknown quantity and grade. The Mutún iron range is currently under active development by an Indian steel company, Jindal Steel Bolivia, in joint venture with the Bolivian Government.  Very limited past exploration has been carried out on these concessions, including a preliminary reconnaissance program completed by Rio Tinto in 1999. Description of RAP RAP's current business is the identification and evaluation of assets or businesses with a view to completing a business combination. RAP Acquisition Corp. was incorporated on January 19, 2006. On June 1, 2007, a subsidiary of RAP merged with and into Rapid Refill Corp., a company that sold franchises to operate stores in the refilled inkjet and laser toner cartridge industry. As a result, Rapid Refill Corp. was the sole operating subsidiary of RAP. The transaction resulted in a reverse takeover of the Issuer and was the Qualifying Transaction (as defined in Exchange Policy 2.4) of RAP. On June 17, 2010, RAP sold of all of the issued and outstanding shares of Rapid Refill Corp., its sole operating subsidiary, to Block Capital Partners LLC. Following this transaction, RAP remained a reporting issuer but no longer had an operating business. Details of the Proposed Transaction Upon execution of the letter of intent with respect to the Proposed Transaction, RAP paid a deposit of $25,000 to Ferrum Americas (with an additional deposit of $50,000 due). The deposits are non-refundable other than in limited circumstances. Prior to the Amalgamation and subject to shareholder approval, RAP intends to consolidate its existing share capital on a 5 for one basis and Ferrum Americas intends to split its existing share capital on a one for 4.5 basis. In connection with the Proposed Transaction, Ferrum Americas intends to complete a non-brokered private placement financing of up to 8,000,000 subscription receipts priced at $0.50 per subscription receipt (each exchangeable immediately prior to the Amalgamation for one Ferrum Americas common share (on a post-split basis) and one Ferrum Americas warrant) for approximately $4 million (the "Private Placement").  Each Ferrum Americas warrant will be exercisable for a period of 24 months from the closing date of the Private Placement to purchase one Ferrum Americas common share at a price of $1.00, subject to acceleration if the Ferrum Americas common shares (or the securities of the issuer resulting from the Amalgamation) trade at or in excess of $1.50 for 10 consecutive trading days. It is expected that at the effective time of the Amalgamation: (a) the name of the company resulting from the Amalgamation (the "Resulting Issuer") will be Ferrum Americas Mining Inc.; (b) each outstanding Ferrum Americas common share will become one (1) common share (a "Resulting Issuer Share") in the capital of the Resulting Issuer; (c) each outstanding RAP common share will become one (1) Resulting Issuer Share; and (d) subject to all required regulatory approvals, each outstanding option and warrant of Ferrum Americas and RAP will be exchanged for comparable securities of the Resulting Issuer having the same economic terms as those contained in such securities immediately prior to the Proposed Transaction. The Proposed Transaction is an arm's length transaction under the rules of the TSX Venture Exchange (the "Exchange"). Following completion of the Proposed Transaction, it is intended that the following persons will constitute insiders of the Resulting Issuer and will have the titles indicated below. Laurence Curtis, Chairman - Dr. Curtis is a geologist (PhD, 1975, Toronto, P. Geo. 2002) with over 40 years of international experience in the natural resource sector with direct experience in Africa, Greenland, North, South and Central America, and Pacific.  Dr. Curtis was President of Curtis & Associates, a mineral resource consulting firm, from 1980 to 1996 following which he founded Intrepid Minerals Company.  He was President, CEO and director of Intrepid and subsequently Intrepid Mines Ltd.  Intrepid Mines merged with Emperor Mining in 2007 following which Mr. Curtis stepped down as President and CEO but remains as a director.  Dr. Curtis was formerly a director of Wheaton Miners Ltd. and High River Gold Mines Ltd. and is currently also a director of Stonegate Agricom Ltd., Southern Andes Energy Inc. and Breakwater Resources Ltd. As well, Dr. Curtis is an advisor to Clarus Securities Inc. Jordan M. Kupinsky, Director - Mr. Kupinsky has been a Director of the Issuer since June 18, 2010.  Since May 2008, Mr. Kupinsky has been a Managing Director with JJR Capital Corp. Prior to joining JJR Capital Corp., he was a Vice President at Greenhill & Co., an independent global investment banking firm, listed on the NYSE, focused on mergers & acquisitions, financial restructuring and merchant banking, from March 2006 to May 2008. Prior to joining Greenhill, Mr. Kupinsky held the positions of Vice President of Corporate Development and General Counsel at Minacs Worldwide Inc., a publicly traded company on the Toronto Stock Exchange from July 2002 to February 2005. Mr. Kupinsky began his career practicing corporate and securities law at Torys LLP in Toronto (from 1997 to 1999) and was also an investment banking associate at Houlihan Lokey Howard & Zukin from 1999 to 2002. He holds a Joint MBA and LL.B. degree from the Schulich School of Business and Osgoode Hall Law School. Barry Lavin, Director - Mr. Lavin is a mining engineer and a highly successful executive with extensive technical, financial and operations experience across the global resource sector. Over the past 18 years, Mr. Lavin has enjoyed a tremendously rewarding career within Rio Tinto, where he has taken the opportunity to develop substantial industry credentials and forged a reputation as a capable, dynamic and energetic leader of people.  He has since established a private mining company (Teviot Resources Pty Ltd) focusing on the acquisition of quality assets in partnership with investors. Teviot Resources Pty Ltd is an Australian based junior resources company with interests in mine project development, advisory and physical commodity trading focusing on supply into Asian markets. Mr. Lavin graduated from the University of Nottingham (UK) with a B.Sc. (Hons) Mining Eng. in 1983. He graduated from the Institute of Mining and Metallurgy with a MIMM, C Eng. in 1990. He graduated from Cranfield Business School (UK) in 1991 with an MBA. He obtained a Mine Managers Certificate from the SA Department of Mines in 1986 and completed the Rio Tinto Strategic Leadership Program at the London Business School in 2004. Alistair Maxwell, Director - Mr. Maxwell has been a director of Ferrum Americas since February 24, 2011 and has been in the financial services industry for over 20 years. He was President and Chief Executive Officer of Clarus Securities Inc. from its inception in 2003 until April 2011.  Mr. Maxwell is a former Head of Sales and Trading at a Canadian institutional investment dealer and an Analyst at the Royal Bank of Canada.  Mr. Maxwell holds a Masters in Business Administration degree from the Rotman School of Management and a Bachelors of Arts (Economics) degree from Queen's University. Nick Tintor, Director, President and Chief Executive Officer - Mr. Tintor is the Managing Director, RG Mining Investments Inc., and President and Director, Southern Andes Energy Inc. since May 2010.  From January 2007 to March 2011, Nick Tintor was President & CEO of Homeland Uranium Inc.  From 2002 to January 2008 he was President and Chief Executive Officer of Anaconda Gold Corp.  A graduate of the University of Toronto (B.Sc., Geology), he has more than 25 years of experience in the mining industry and has been involved with all aspects of junior mining company management, finance and project acquisition.  Nick is also a Director of the following TSX-listed companies:  Cerro Resources N.L. and DNI Metals Inc.  Nick is a director of Homeland Uranium Inc, a non-listed issuing company, and is a Member of the Canadian Institute of Mining and Metallurgy and the Society of Economic Geologists.  Stephen Gledhill, Chief Financial Officer - Mr. Gledhill is a Certified Management Accountant (CMA) and is Managing Director and partner of RG Mining Investments Inc., a mineral project generation and services company since March, 2011.  Mr. Gledhill has over 25 years of financial-control experience and acts as CFO for several publically-traded mining/exploration and health-services companies.  Prior to the inception of RG Mining Investments Inc., Mr. Gledhill served as the Senior Vice-President and CFO of Borealis Capital Corporation, a Toronto-based merchant bank. Leslie Haddow, Corporate Secretary - has been Corporate Secretary of  Southern Andes Energy Inc. (TSXV: SUR) since May 2010, Firebird Resources Inc. (TSXV:FIX) since May 2011, and Ferrum Americas Mining Inc since February 2011.  Leslie Haddow has acted as Corporate Secretary of Homeland Uranium Inc. (September 2008 to March 2011), Cornerstone Capital Partners LLP (2005 to 2007), Avotus Corporation (TSXV: AVS) (2002 to 2005), Canadian Real Estate Investment Trust (TSX: REF.UN) (1996 to 2002). Leslie Haddow brings more than 15 years of experience in the corporate secretarial role and has been involved in many industries, including mining/mineral exploration, real estate, and corporate finance. If the Proposed Transaction is completed, Nick Tintor and Laurence Curtis would each own 7,375,000 Resulting Issuer Shares, being approximately 17% of the common shares of the Resulting Issuer (assuming the gross proceeds of the Private Placement are $4 million, that all options and warrants of the Resulting Issuer are exercised and that the Sponsor (as defined below) elects payment in subscription receipts issued pursuant to the Private Placement). Sponsorship Agreement Pursuant to a sponsorship agreement dated July 27, 2011, Haywood Securities Inc. (the "Sponsor") has agreed to act as sponsor to Ferrum Americas with respect to the Proposed Transaction pursuant to the policies of the Exchange. In consideration, the Sponsor has received a cash fee of $15,000 and, upon delivery by the Sponsor of its sponsorship report to the Exchange, the Sponsor will receive $30,000 in cash or an equivalent amount in subscription receipts issued pursuant to the Private Placement. In addition, Ferrum Americas has agreed to reimburse the expenses of the Sponsor (including the reasonable fees and disbursements of the Sponsor's legal counsel) incurred with respect to the Proposed Transaction. Conditions Precedent for Completion of the Proposed Transaction Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of the Private Placement, execution of a definitive agreement in respect of the Proposed Transaction, regulatory approvals, Exchange acceptance, and the principal shareholders of Ferrum Americas entering into and complying with support agreements. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement of RAP to be prepared in connection with the Proposed 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 RAP should be considered highly speculative. The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disproved the contents of this press release. Haywood Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor to Ferrum Americas in connection with the Proposed Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Proposed Transaction or the likelihood of completion. Notice on forward-looking statements: This release includes forward-looking statements regarding RAP, Ferrum Americas and their respective businesses.  Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction and the Private Placement, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the mining industry, economic factors and the equity markets generally.  No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and RAP and Ferrum Americas undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/August2011/15/c3846.html p Ronald Schmeichel, Director of RAP Acquisition Corp. at 416-972-6574 /p

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