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
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.
SOURCE RAP Acquisition Corp.
For further information:
Ronald Schmeichel, Director of RAP Acquisition Corp. at 416-972-6574