Trading Symbol: RTX - (TSX.V)
VANCOUVER, May 4 /CNW/ - Rara Terra Minerals Corp. ("Rara Terra" or the
"Company"), formerly Rara Terra Capital Corp., announces that it has
completed its qualifying transaction in accordance with the policies of
the TSX Venture Exchange (the "Qualifying Transaction").
Further to the Company's news releases dated December 1, 2010, February
10, 2011, and April 7, 2011, on May 3, 2011 (the "Closing Date"), the
Company closed the transactions contemplated under an option agreement
dated January 31, 2011 with American Manganese Inc. (TSX-V:AMY)
("American Manganese") pursuant to which American Manganese has granted
the Company an option to acquire a 60% interest in the Lonnie
Property. In order to exercise the option, Rara Terra has agreed to
pay American Manganese a cash payment of $60,000 and issue 285,000
common shares of the Company over a three-year term, which shares were
issued in connection with the closing of the transaction on the Closing
Date. Rara Terra has also committed to incur exploration expenditures
totaling $500,000 over the three-year term of the agreement.
In connection with this transaction, finder's fees will be paid to arm's
length parties over the three-year term of the option, consisting of
cash payments totaling $6,000 and the issuance of a total of 30,000
common shares of the Company. These finder's fees and shares will be
evenly divided between David Heyman ($3,000 and 15,000 shares) and Nick
Horsley ($3,000 and 15,000 shares).
The Concurrent Financing
In connection with the Qualifying Transaction, on May 3, 2011 (the
"Closing Date") Rara Terra completed a brokered and non-brokered
private placement financing for total gross proceeds of $2,313,170
whereby the Company issued 8,291,000 non-flow-through units and 801,401
flow through units. The non-flow-through units were priced at $0.25
per unit, with each unit consisting of one common share and one half of
one common share purchase warrant. The flow-through units were priced
at $0.30 per unit, with each unit consisting of one common share,
issued on a flow-through basis, and one half of one non-flow through
common share purchase warrant. Each whole warrant is exercisable at a
price of $0.39 per share until 18 months following the Closing Date.
A portion of the non-flow-through financing, being the brokered
financing portion, was placed by Global Securities Corporation
("Global"). The Company has paid Global a cash commission of $75,040
and issued Global 300,160 broker warrants, exercisable at a price of
$0.25 per share, until 18 months following the Closing Date. The
Company has also paid Global a $30,000 Corporate Finance Fee.
Additional finder's fees of $68,985 were paid in connection with this
financing. All of the securities issued in connection with the
concurrent financing, and the shares issued to American Manganese and
the finders described above in connection with the option agreement,
will be subject to a hold period of four months and one day from the
Changes in Management
In connection with the completion of the Qualifying Transaction, the
following changes to the Company's management team were given effect:
Christopher Ecclestone was appointed as a director of the Company
joining Fraser Atkinson, John Veltheer, Alexander Helmel and Roger
Flowerdew on the Company's board of directors;
Christopher Ecclestone was appointed President and Chief Executive
Officer of the Company;
Alexander Helmel (who remains a director) resigned as the Company's
President, Secretary and Chief Executive Officer;
John Veltheer (who remains a director) resigned as Vice President of the
Roger Flowerdew was appointed Secretary of the Company; and
Darrell Elliot resigned as a director of the Company but remains a
strategic consultant to the Company.
Further to the news release of February 1, 2011, the acquisition of the
Las Chacras Property from Golden Santa Cruz S.A. ("GSC"), an Argentine
corporation, will occur subsequent to the Closing.
As consideration, the Company is expected to make a cash payment of
$25,000 and to issue 3,000,000 common shares to GSC, which shares shall
be subject to milestone-driven release conditions and, subsequently, an
escrow agreement to be entered into between Rara Terra, GSC's
principals and an escrow agent to be selected by Rara Terra.
The Las Chacras Property is located in the Sierra Pampeanas range in the
province of San Luis in the west of Argentina. The Las Chacras Property
is prospective for rare earth elements and is proximal to the Rodeo de
Los Molles REE property currently under option by Wealth Minerals Ltd.
The Company has also granted 1,024,100 incentive stock options to
directors and consultants. These options are exercisable for a period
of five years at a price of $0.26 per share and are subject to approval
by the TSX Venture Exchange.
Current Share Capital
The Company's current common share capital structure is as follows:
Shares outstanding prior to closing of QT:
Shares issued to American Manganese:
Shares issued to Finders (Heyman & Horsley) :
Shares issued under concurrent financing:
Warrants expiring August 27, 2012
Existing incentive stock options:
Newly granted incentive stock options:
Concurrent financing warrants expiring November 3, 2012
Total Fully Diluted:
The Lonnie Property
The Lonnie Property consists of 8 mineral claims, totaling 1605
hectares, and is located on Granite Creek, south east of Manson Creek
in North Central British Columbia, approximately three hours drive
north of Fort St. James. While historically known for its showings of
niobium, the Lonnie Property has more recently become of interest for
its rare earth elements showings.
A geological report prepared in accordance with National Instrument
43-101 ("NI 43-101") by Norm Tribe, P. Eng., of geological consulting
firm N. Tribe & Associates Ltd., is available on SEDAR - www.sedar.com.
About the Company
Rara Terra is a Canadian mineral exploration and development company
focussed on Rare Earth Elements (REEs). Rara Terra is seeking to
identify and develop Rare Earth Element (REE) deposits characterized by
less common mineralization. These unique deposits will bear those
specific REEs that are widely agreed to have the strongest mid to long
term technological relevance and sustainable economic value. The
Company will direct its exploration and development programs to
properties located in North, Central and South America.
ON BEHALF OF THE BOARD
RARA TERRA MINERALS CORP.
Per: "Fraser Atkinson"
Chairman and Director
Neither the 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 news
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which
reflect the expectations of management regarding Rara Terra Minerals
Corp. Forward-looking statements consist of statements that are not
purely historical, including any statements regarding beliefs, plans,
expectations or intentions regarding the future. Such statements are
subject to risks and uncertainties that may cause actual results,
performance or developments to differ materially from those contained
in the statements. No assurance can be given that any of the events
anticipated by the forward-looking statements will occur or, if they do
occur, what benefits the Company will obtain from them.
SOURCE Rara Terra Capital Corporation
For further information:
Rara Terra Minerals Corp.
Phone: (604) 681-7822