Ratel Group Limited - Closing of Private Placement of Subscription Receipts

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

PERTH, Western Australia, Feb. 21, 2013 /CNW/ - Ratel Group Limited (TSX: RTG) ("Ratel Group" or "the Company") is pleased to announce that, further to its press release dated January 28, 2013, RTG Mining Inc. ("RTG") has closed a private placement of 162,538,641 subscription receipts (the "Subscription Receipts") at C$0.13 per Subscription Receipt for aggregate gross proceeds of approximately C$21.1 million (the "Private Placement").  The placement was undertaken in conjunction with Haywood Securities Inc., as agent for the Private Placement.

Each Subscription Receipt will be automatically exercisable and entitles the holder to receive, without payment of additional consideration, one common share of RTG upon the satisfaction of certain escrow release conditions (as described below) in connection with the proposed restructuring transaction of the Company involving the merger (the "Merger") of the Company with a wholly-owned subsidiary of RTG.  Additional details and information on the Merger and the Private Placement will be set out in a Management Information Circular of the Company to be mailed to shareholders of Ratel Group (the "Circular") in connection with a special meeting of shareholders to be held on March 21, 2013. A copy of the Circular is expected to be available on SEDAR on or before February 28, 2013.

The gross proceeds of the Private Placement will be held in escrow pending satisfaction of the escrow release conditions, among other things, being:

(i)     
(ii)     
(iii)     
shareholder approval of the Merger;
the completion of the Merger; and
shareholder approval of the Private Placement.

Upon satisfaction of the escrow conditions, RTG (as resulting issuer) intends to use the net proceeds of the Private Placement to pursue new growth opportunities, through acquisitions and to fund further exploration of the Company's African assets, debt repayment and for general working capital purposes. In the event that the escrow release conditions are not satisfied by June 14, 2013, the proceeds of the Private Placement will be returned to investors and all Subscription Receipts will be cancelled.

The Merger and related transactions set out herein are subject to shareholder approval and regulatory approval, including approval of the Toronto Stock Exchange.

ABOUT RATEL GROUP LIMITED

Ratel Group is listed on the main board of the Toronto Stock Exchange and is a mining exploration company focused on developing gold and copper deposits in Africa.  The Company is earning a 51% interest in the Segilola Gold Project in Nigeria, the largest undeveloped gold resource identified in Nigeria and holds a 51% interest in the Mkushi Copper Project in Zambia.  At the Segilola Gold Project, Ratel Group has identified an indicated resource of 520,000 ounces of gold contained in 3,658,000 tonnes at a grade of 4.4g/t and an inferred resource of 97,600 ounces of gold contained in 790,200 tonnes at a grade of 3.8g/t in accordance with NI 43-101 from just the first pass 11,000m drill program.

The technical information in this news release has been reviewed by and approved by Mark Turner for Ratel Group, and a Qualified Person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

Cautionary Note Regarding Forward Looking Statements
Certain statements contained in this announcement and in the associated Management Information Circular constitute forward looking statements within the meaning of applicable securities laws including, among others, statements made or implied relating to the Company's objectives, strategies to achieve those objectives, the Company's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts.

Forward looking statements generally can be identified by words such as "objective", "may", "will", "expect", "likely", "intend", "estimate", "anticipate", "believe", "should", "plans" or similar expressions suggesting future outcomes or events. All statements, other than statements of historical fact, included herein including, without limitation; statements about the completion of the Merger, use of proceeds and the business objectives of RTG, are forward-looking statements. By their nature, such forward looking statements are not guarantees of future performance and reflect the Company's current beliefs based on information currently available to management.  Such statements involve estimates and assumptions that are subject to a number of known and unknown risks, uncertainties and other factors inherent in the business of the Company and the risk factors discussed in the Annual Information Form and other materials filed with the securities regulatory authorities from time to time which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.  Those risks and uncertainties include, but are not limited to: the mining industry (including operational risks; risks in exploration, and development; the uncertainties involved in the discovery and delineation of mineral deposits, resources or reserves; and the uncertainty of mineral resource and mineral reserve estimates); the risk of gold, copper and other commodity price and foreign exchange rate fluctuations; the ability of the Company to fund the capital and operating expenses necessary to achieve the business objectives of the Company; the uncertainty associated with commercial negotiations and negotiating with foreign governments; the risks associated with international business activities including disputes with joint venture partners; risks related to operating in Zambia and Nigeria; environmental risk; the dependence on the Company's  key personnel; and the ability of the Company to access capital markets.

Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statements were made and readers are advised to consider such forward looking statements in light of the risks set forth above.  Except as required by applicable securities laws, the Company assumes no obligation to update or revise any forward looking statements to reflect new information or the occurrence of future events or circumstances.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States, unless an exemption from such registration is available.

SOURCE: Ratel Group Limited

For further information:

ENQUIRIES  

Director - Michael Carrick
Tel: +61 8 9263 4000
Fax: +61 8 9263 4020
Email: mcarrick@ratelgroup.com

www.ratelgroup.com