TORONTO, ONTARIO--(Marketwire - July 19, 2012) -
NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Red Crescent Resources Limited (TSX:RCB)(FRANKFURT:7RC) ("RCR"), a base metals focused mineral exploration and mine development company with operations in Turkey, is pleased to announce that it has completed the previously announced private placement by issuing 62,066,660 units of RCR (each a "Unit") at CAD$0.05 per Unit (the "Private Placement") raising gross proceeds of CAD$1,200,000 and converting approximately CAD$1,900,000 of debt. Each Unit consists of one common share of RCR (a "Common Share") and one Common Share purchase warrant of RCR (a "Warrant"). Each Warrant will entitle the holder to acquire an additional Common Share at a price of CAD$0.07 per Common Share for a period of three years from the date of issuance.
Link Investment & Consulting, LLP ("Link"), an arm's length party to RCR, made an investment of CAD$1.2 million in cash and converted a USD$1.8 million loan to RCR into Units under the Private Placement. In addition, Link as well as other creditors, were issued 1,623,860 Units under the Private Placement in satisfaction of certain indebtedness due to them. The other creditors were RCR's Canadian legal counsel who converted CAD$23,750 into Units, representing a portion of legal fees owing to it by RCR, Link who converted CAD$15,450 into Units, representing a portion of marketing fees owed to it by RCR and RCR's Turkish legal counsel who converted EUR34,000 into Units, representing a portion of legal fees owed to it by RCR. The Common Shares and Warrants issued under the Private Placement are subject to a four month hold period in Canada.
Prior to the closing of the Private Placement Link owned 3,816,114 Common Shares of RCR representing approximately 4% of RCR's issued and outstanding Common Shares and following closing Link owns approximately 41.25% of RCR's issued and outstanding Common Shares. Assuming the exercise in full of the Warrants issued to Link, Link will own approximately 57.33% of RCR's issued and outstanding Common Shares. As a result, the Private Placement materially affected the control of RCR.
The cash proceeds from the Private Placement are planned to be used primarily to advance the cash generating capability of the Hakkari project and for general corporate purposes.
In addition, RCR would like to announce that Alan Clegg the Chairman and CEO of RCR has resigned from these positions but will continue on with RCR as a director and will serve as a consultant with RCR's wholly owned subsidiary RCR Holding A.S. going forward. Cem Elmastas has been appointed President of RCR and Selahaddin Anac has been appointed as Chief Executive Officer. Mr. Anac has been the CEO of RCR's wholly owned subsidiary RCR Holding A.S. since January 2012. Further, Douglas Taylor will be resigning as a director of RCR and will no longer be involved with the operations of RCR. Paul Alain Polikar has been appointed as director in Mr. Taylor's place. Mr. Polikar is the co-founder and director of Horizon Investment S.A., an investment management company.
Reliance on Exemptions from Related Party Transaction Requirements
Due to the share holding interest of Link in RCR and the fact that Cem Elmastas, a director of RCR, controls Link, this offering constitutes a "related party transaction" for RCR pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and triggers the requirement for a valuation and minority approval unless exemptions therefrom are available. RCR is exempt from both the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Section 5.5(e) and Section 5.7(c) of MI 61-101, respectively, as Link beneficially owns voting securities of RCR that carry fewer voting rights than the voting securities beneficially owned, or over which control or direction is exercised, by Alan Clegg, who is (i) a control person of RCR; (ii) who is not also an interested party; (iii) is at arm's length to Link; and (iv) supports the Private Placement. The Board of Directors of RCR and the independent directors, acting in good faith, have determined that the above elements of the exemptions have been satisfied and that the terms of the Private Placement are reasonable.
The final terms of the transaction were not known until shortly prior to the completion of the private placement, for among other reasons the entire Private Placement depended on Link being cleared on a background search as a new control person. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the Private Placement at least 21 days prior to the completion date.
The statements made in this press release contain forward-looking statements that may involve a number of risks and uncertainties. Actual events or results could differ materially from RCR's expectations and projections.
About Red Crescent Resources Limited
Red Crescent Resources Limited (TSX:RCB)(FRANKFURT:7RC) is a Turkey-based junior mining company targeting historically inaccessible areas where no modern application of exploration techniques or technology has been applied, with high potential for discovery of significant base metal deposits. For more information, please visit www.redcrescentresources.com.
About Link Investment and Consulting LLP
Link maintains its corporate office in London, United Kingdom and specializes in the trading, investment and marketing of non-ferrous ores and concentrates on a worldwide basis. The key personnel of Link have extensive experience in their fields, maintaining a strong global network of contacts with investors, producers, consumers and international merchants, as well as a strong history of working in Turkey.
Link has an exclusive marketing agreement with RCR for the sale of production from the three existing properties under development in Turkey. A partner in Link is a director and officer of RCR.