Rocmec Welcomes a New Major Shareholder
Vaudreuil-Dorion (Quebec), November 29, 2013 – Rocmec Mining inc. (the “Corporation” or “Rocmec”) (TSX-V Symbol: RMI), is pleased to welcome a new control person amongst its shareholders, 8431469 Canada inc., also conducting its business in Canada under the name Nippon Dragon ("Nippon Dragon"). Nippon Dragon’s investments in Rocmec to date consist of a private placement of shares and warrants in consideration of $300,000 announced on May 27th, 2013 as well as a convertible debenture in the principal amount of $255,000 announced on October 23rd, 2013.
Nippon Dragon is a newly-incorporated company wholly owned by Mr. Yong Nam Kim, the Chief Executive Officer of ES Plus, an East-Asian information technology company. Mr. Kim incorporated Nippon Dragon as a vehicle through which he intends to acquire promising Canadian mining projects, with an environmentally-minded approach that relies on the latest technology.
Rocmec’s President and CEO Mr. André Savard states, “Having worked closely with Mr. Kim and his Nippon Dragon team over the last few months, we are absolutely delighted to welcome Mr. Kim as a new major investor. Their business acumen will be a major asset in advancing Rocmec’s development, both in maintaining its current strengths and reaching new heights. Rocmec’s primary goal remains the creation of shareholder value.
As a result of this new partnership, management announces that the proposed reverse takeover (RTO) in its current form, details of which were publicly announced by way of a press release dated May 23rd, 2013, has been cancelled. As a result of this decision, it was agreed to proceed immediately with the preparation of Rocmec’s Annual and Special Meeting to be held on December 18th, 2013. Documentation pertaining to the meeting will be mailed to shareholders in the coming days.
Items to be voted upon by shareholders include: election of directors to the Corporation’s board of directors, appointment of the Corporation’s auditors, resolution for the creation of a new control person, resolution for the issuance of stock options under the Corporation’s stock option plan and a resolution to change the Corporation’s name from Rocmec Mining Inc. to Nippon Dragon Resources Inc.
As a result of the termination of the proposed RTO, it is expected that the trading of the common shares of the Corporation on the TSX Venture Exchange shall resume on or about December 3, 2013.
Furthermore, subject to the approval of the TSX Venture Exchange, the Corporation also announces that it has closed a new private placement with Nippon Dragon in the form of a convertible debenture totaling $403,731, the terms and conditions of which are identical to the debenture announced by way of a press release dated October 23rd, 2013, being:
The convertible debenture has a term of five (5) years, maturing on November 25th, 2018 and the conversion terms are subject to the highest rate of following two possibilities:
-The market price, as defined as the total value of the shares traded over the first five trading days following the resumption of trading divided by the total volume over this same period; or
- $0.05 per share following the resumption date of trading within the first year following the issuance of the debenture, and $0.10 over the remaining period through to the maturity date of the debenture.
- The debenture conversion is conditional to positive background checks for Insiders and Principals of 8431469 Canada inc. as well as the disinterested shareholder approval as it relates to the creation of a new control shareholder.
The debenture bears an interest rate of 5% per year and no commissions were paid for the financing. The funds raised will be used for general working capital purposes of the Corporation.
Nippon Dragon currently holds 6,000,000 common shares of Rocmec, representing approximately 11.16% of the currently-outstanding total. However, Nippon Dragon exercises control or direction over only 4,500,000 of those shares (representing 8.37%), pending receipt of the TSX Venture Exchange’s approval of Nippon Dragon as an insider of Rocmec. Upon conversion of its debentures and assuming a conversion price of $0.05, Nippon Dragon would hold 28.66% of the total number of outstanding common shares of Rocmec.
Rocmec Mining Inc. 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.
For additional information:
John Stella, Investor relations (514) 718-7976
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, Vaudreuil-Dorion, Qc., J7V 2L1
Tel: (450) 510-4442 www.rocmec.com