RAP Acquisition Corp. and Ferrum Americas Mining Inc. Announce Updates to Proposed Transaction
15 September 2011 - 4:45AM
PR Newswire (Canada)
TORONTO, Sept. 16, 2011 /CNW/ - RAP Acquisition Corp. ("RAP" NEX:
RAP.H) has entered into a further amendment to the letter of intent
with Ferrum Americas Mining Inc. ("Ferrum Americas") and the
principals thereof (the "Principals"), Nick Tintor and Laurence
Curtis, providing for a proposed amalgamation (the "Proposed
Transaction") of RAP and Ferrum Americas. The amendment
extends the dates for completion of certain transaction steps
including the execution of the definitive agreement. The
parties still intend to close the Proposed Transaction on or before
November 30, 2011. The parties are pleased to announce the initial
closing of a non-brokered private placement of subscription
receipts by Ferrum Americas at a price of $0.50 per subscription
receipt raising gross proceeds of $3.05 million. Each
subscription receipt is exchangeable immediately prior to the
Proposed Transaction for one Ferrum Americas common share and one
Ferrum Americas warrant. 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
Proposed Transaction) trade at or in excess of $1.50 for 10
consecutive trading days. Completion of the Proposed Transaction is
subject to a number of conditions including, but not limited to,
completion of satisfactory due diligence, execution of a definitive
agreement in respect of the Proposed Transaction, regulatory
approvals, acceptance of the TSX Venture Exchange (the "Exchange"),
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, 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. RAP Acquisition Corp. CONTACT: Ronald Schmeichel, Director
of RAP Acquisition Corp. at416-972-6574
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