REC Minerals Corp.

REC Minerals Corp.

October 29, 2009 11:40 ET

REC Minerals Corp. (Formerly Richmond Energy Corp.) Announces the Filing of a Preliminary Prospectus Relating to Its Initial Public Offering

TORONTO, ONTARIO--(Marketwire - Oct. 29, 2009) - 

NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

REC Minerals Corp. (formerly Richmond Energy Corp.) ("REC" or the "Corporation") announced today that it filed a preliminary prospectus relating to its initial public offering and has obtained a receipt therefor from the Ontario Securities Commission. The offering consists of a minimum of 8,000,000 units (the "Units") and a maximum of 10,000,000 Units, of which a maximum of 4,000,000 Units will be flow-through units (the "Flow-Through Units") and the balance will be non-flow-through units (the "Non-Flow-Through Units"), at a price of $0.15 per Unit (the "Offering"). Each Non-Flow-Through Unit is comprised of one common share (a "Common Share") of REC and one Common Share purchase warrant (a "Warrant"). Each Flow-Through Unit is comprised of one flow-through Common Share (a "Flow-Through Share") within the meaning of the Income Tax Act (Canada) and one-half of one Warrant. Each whole Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.25 at any time prior to 5:00 p.m. (Toronto time) on the second anniversary of the date of the closing of the Offering. Northern Securities Inc. has agreed to act as agent in connection with the offering.

In consideration for acting as agent in connection with the Offering, Northern Securities Inc. will receive a cash commission of 8% of the gross proceeds of the Offering which will be paid on the closing of the Offering. In addition, the Corporation has agreed to grant to Northern Securities Inc. an irrevocable and non-transferable option to purchase that number of Non-Flow-Through Units equal to 10% of the number of Units sold pursuant to the Offering at a price of $0.15 per Non-Flow-Through Unit at any time prior to 5:00 p.m. (Toronto time) on the second anniversary of the date of the closing of the Offering.

The net proceeds of the offering will be used by the Corporation to complete the recommended work program on the Yukon Olympic Property budgeted for approximately $553,350, to complete additional work, including trenching, ground sampling and identification of drill targets, on the North Nonacho Property, to search for and acquire additional mineral properties, and for other specified corporate purposes.

This press release is not an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The Units being sold pursuant to the offering have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the United States Securities Act of 1933, as amended.

About REC Minerals Corp.

REC is an issuer with an experienced management team engaged in the acquisition, exploration and development of properties for the mining of precious and base metals and uranium in Canada. The principal property of REC is the Yukon Olympic Property, comprised of 272 quartz mining claims in the Dawson Mining Division, Yukon Territory, which is prospective for iron oxide, copper and gold mineralization and in which REC holds an option to acquire up to a 65% interest. The Corporation also holds an option to acquire a 100% in the North Nonacho Property comprised of two mining claims covering 60 units in the vicinity of Nonacho Lake, Northwest Territories.

Forward-Looking Statements

Certain statements in this press release may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of REC or the industry in which it operates to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this press release, the words "estimate", "believe", "anticipate", "intend", "expect", "plan", "may", "should", "will", the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements. Such statements reflect the current expectations of the management of REC with respect to future events based on currently available information and are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from those expressed or implied by those forward-looking statements. These risks and uncertainties are detailed from time to time, including, without limitation, under the heading "Risk Factors", in REC's preliminary prospectus and in other continuous disclosure documents that will be filed by REC from time to time with the Ontario Securities Commissions which are available at www.sedar.com and to which readers of this press release are referred for additional information concerning REC, its prospects and the risks and uncertainties relating to REC and its prospects. New risk factors may arise from time to time and it is not possible for management to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance and achievements of REC to be materially different from those contained in forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, REC cannot assure investors that actual results will be consistent with these forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

The forward-looking information contained in this press release is current only as of the date of the press release. REC does not undertake or assume any obligation, except as required by law, to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

No securities commission or regulatory authority has approved or disapproved the contents of this press release.

Neither the 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.

Contact Information

  • REC Minerals Corp.
    Kabir Ahmed
    Chairman, President and Chief Executive Officer and Director
    (416) 365-6580
    (416) 946-1951 (FAX)
    40 King Street West, Suite 3100
    Toronto, Ontario, Canada, M5H 3Y2