TORONTO, Nov. 1, 2011 /CNW/ - RAP Acquisition Corp. ("RAP" NEX: RAP.H)
has entered into an amalgamation agreement with Ferrum Americas Mining
Inc. ("Ferrum Americas") under which RAP and Ferrum shall amalgamate
and continue as one corporation under the Canada Business Corporations Act (the "Proposed Transaction").
Prior to the Proposed Transaction taking place, all issued and
outstanding RAP common shares will be consolidated on a 5:1 basis (the
The special meeting of the shareholders of RAP to be held to approve the
Consolidation and the Proposed Transaction, among other matters, is
scheduled to take place at 10:00 am on November 29, 2011 at 333 Bay
Street, Suite 2400, Bay Adelaide Centre, Toronto, Ontario M5H 2T6.
Completion of the Proposed Transaction is subject to a number of
conditions, including but not limited to, TSX Venture Exchange (the
"Exchange") acceptance. 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 Information Circular of RAP
filed on SEDAR in connection with the Proposed Transaction and other
matters, 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
The Exchange has in no way passed upon the merits of the Proposed
Transaction and has neither approved nor disapproved 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.
SOURCE RAP Acquisition Corp.
For further information:
Ronald Schmeichel, Director of RAP Acquisition Corp. at 416-972-6574