RAP Acquisition Corp. and Ferrum Americas Mining Inc. Announce Updates to Proposed Transaction

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.

SOURCE RAP Acquisition Corp.

For further information:

Ronald Schmeichel, Director of RAP Acquisition Corp. at 416-972-6574

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RAP Acquisition Corp.

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