VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 14, 2012) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Ridgemont Iron Ore Corp. (TSX VENTURE:RDG)(OTCQX:RIOOF) ("Ridgemont" or the "Company") is pleased to announce that it has closed its previously announced financing for aggregate gross proceeds of C$9.1 million (the "Offering"). Ridgemont engaged Dundee Securities Ltd. (the "Lead Agent") on behalf of a syndicate of agents including Delano Capital Corp. and PowerOne Capital Markets Limited (the "Agents") in connection with the Offering.
Ridgemont has closed a private placement of 18,992,500 flow-through units ("Flow-Through Units") at a price per Flow-Through Unit of $0.40 and 3,967,900 units ("Units") at a price per Unit of $0.38 (together, the "Offered Securities") for total gross proceeds of $9,104,802 (the "Offering").
Each Flow-Through Unit consists of one flow-through common share of the Company (a "Flow-Through Share") and one-half of one common share purchase warrant (a "Flow Through Warrant"). Each whole Flow-Through Warrant entitles the holder thereof to acquire one non-flow-through common share (a "Share") of the Company at a price of $0.60 for a period of 24 months following the closing of the Offering (the "Closing Date").
Each Unit consists of one Share and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder thereof to acquire one Share at a price of $0.50 for a period of 24 months following the closing of the Offering.
In connection with the Offering, the Agents received a cash commission equal to 7.0% of the gross proceeds raised under the Offering and that number of non-transferable broker warrants ("Broker Warrants") equal to 7.0% of the aggregate number of Offered Securities sold. Each Broker Warrant is exercisable into one Share, for a period of 24 months from the Closing Date at a price of $0.38 per Share. All Offered Securities are subject to a statutory four month hold period.
The gross proceeds from the Flow-Through Units will be used for Canadian Exploration Expenses (within the meaning of the Income Tax Act (Canada)), related to the Issuer's exploration projects. The Company has agreed to renounce such Canadian Exploration Expenses with an effective date of no later than December 31, 2012. The net proceeds from the sale of the Units will be used for general corporate purposes.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States.
Ridgemont is a Canadian exploration company looking to acquire, explore and develop iron ore mineral properties. Ridgemont, through the previously announced acquisition of IronOne Inc., has an option to acquire a 100% interest in the Lac Virot Iron Project located in the southern Labrador Trough and a 100% interest in the Maguse River Iron Project located in Nunavut. Ridgemont also has an option to acquire up to 75% interest in the Redford iron ore property, comprised of 26 claims covering 10,821 hectares and located 22 kilometres northeast of Ucluelet, in the Alberni Mining Division, Vancouver Island, British Columbia.
RIDGEMONT IRON ORE CORP.
On behalf of the Board
Mark J. Morabito, Executive Chairman
Cautionary Note Regarding Forward-Looking Information
Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the terms and completion of the Offering, the Closing Date, the use of proceeds from the Offering, and the exploration of Ridgemont's properties are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; environmental liability claims and insurance; inability to achieve TSX Venture Exchange approval; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified in the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and Ridgemont undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.