Rocmec Announces Closing of Private Placement of $300,000
Vaudreuil-Dorion (Quebec), May 27, 2013– Rocmec Mining Inc. (the “Corporation” or “Rocmec”) (TSX-V Symbol: RMI), is pleased to announce that it has closed its non-brokered private placement previously announced on May 23, 2013 (the “Private Placement”) pursuant to which 8431469 Canada Inc. (“Nippon Dragon Resources”), an arm’s length party to the Corporation, subscribed for 6,000,000 units of the Corporation at a price of $0.05 per unit (the “Units”) for gross proceeds to the Corporation of $300,000. Each Unit consists of one common share in the capital of the Corporation (a "Common Share") and one common share purchase warrant of the Corporation (a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional common share in the capital of the Corporation at a price of $0.10 per common share for a period of 24 months from the closing of the Private Placement, expiring on May 27, 2015.
Due to such subscription of Units, Nippon Dragon Resources holds, directly or indirectly, 11.1% of the issued and outstanding common shares of the Corporation on a non-diluted basis and is therefore a new insider of the Corporation, as that term is defined in applicable securities laws. Considering that the creation of a new insider is subject to the prior approval of the TSX Venture Exchange (the “Exchange”), Rocmec firstly closed the Private Placement so that Nippon Dragon Resources’ ownership interest following the Private Placement represents 9.99% of the Corporation’s issued and outstanding common shares, with the balance of Nippon Dragon Resources’ Units and the proceeds from the issuance of such Units being held in escrow pending Exchange approval. Furthermore, until Exchange approval is obtained by the Corporation, the Warrants will not be exercisable by Nippon Dragon Resources if the latter’s ownership interest following such exercise of Warrants would represent over 9.99% of the Corporation’s issued and outstanding common shares.
All securities issued in connection with the Private Placement are subject to a four month and one-day hold period from the date of issuance, expiring on September 28, 2013.
The Corporation intends to use the net proceeds of the Private Placement for general corporate purposes and working capital.
The Private Placement was the first of a series of operations to be completed pursuant to the Memorandum of Understanding entered into among the Corporation and Nippon Dragon Resources on May 23, 2013, as more particularly described in the Corporation’s press release of May 23, 2013.
Rocmec is active in the exploration and the development of gold resources in Quebec and Peru. The Corporation holds a gold property with resources recognised in accordance with NI43-101, a modular treatment plant and also an exclusive license for the thermal fragmentation mining method for exploiting narrow-vein ore deposits.
The company’s growth strategy is based on:
• The development of its gold deposits with the objective of producing revenue from its operations;
• Increasing the value of its mining assets by prioritizing the exploration targets; and
• The commercialisation and employment of its thermal fragmentation technology.
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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.
This press release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address future exploration drilling, exploration and production activities and events or developments that the Corporation expects, are forward looking statements. Although the Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions.
Corporation Minière ROCMEC Mining Inc. 162 Saint-Charles Avenue, Vaudreuil-Dorion (Quebec) J7V 2L1
Tel: (450) 510-4442 Fax: (450) 510-9901 www.rocmec.com