Redcorp Ventures Ltd.

Redcorp Ventures Ltd.

November 24, 2008 09:00 ET

Redcorp Ventures Ltd.: Tulsequah Chief Mine Project Development Update

Distribution of Consent Securities to Noteholders

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 24, 2008) -


Redcorp Ventures Ltd. (TSX:RDV) ("Redcorp" or the "Company") and its wholly-owned subsidiary, Redfern Resources Ltd. ("Redfern"), are pleased to provide an update on development and construction activities at the Tulsequah Project and on plans for the distribution of warrants and NSR interests under the final prospectus announced on November 12, 2008.


The amendment to our existing Mines Act permit was issued on November 14, 2008 allowing us to proceed with the preparation work for the plant site development and to begin the adit slashing preparations for underground development work. In addition, current construction activity has been focused on completion of the mine access road network through construction of the south causeway and bridge, pursuant to authorizations received earlier from Fisheries and Oceans Canada, BC Ministry of Environment and Transport Canada. That work is proceeding well and is scheduled to be complete in early December, allowing full access of machinery and equipment to the northern work areas and mine site.

Additional permit and authorization applications are under review for the full underground development, tailings facility construction and operation, and several fisheries authorizations for habitat alteration associated with project facilities.

Prospectus Securities Distribution

Further to the Company's news release of November 12, 2008, the Company confirms that the record date for the entitlement of holders (the "Noteholders") of the Company's 13% senior secured $1,000 principal amount Series D notes (the "Notes") to receive a pro rata share in a net smelter royalty on production from the Tulsequah Project (the "NSR Interest") and share purchase warrants of the Company (the "Warrants") was November 21, 2008 (the "Record Date"). Noteholders of record as of the Record Date will be entitled to receive 1 NSR Interest and 701 Warrants for each $1,000 principal amount of Notes held.

The NSR Interests and the Warrants will be distributed to Noteholders as follows:

(i) residents of the provinces of British Columbia, Alberta, Manitoba and Ontario (collectively, the "Qualifying Jurisdictions") and jurisdictions outside of Canada and the United States (the "International Jurisdictions"), pursuant to the Company's final short form prospectus dated November 7, 2008 (the "Prospectus"); and

(ii) residents of the United States and all provinces and territories of Canada other than the Qualifying Jurisdictions (the "non-Qualifying Jurisdictions"), pursuant and subject to the availability of prospectus and registration exemptions (the "Exemptions") in such jurisdictions and such Noteholders will be asked to make certain representations to the Company confirming their eligibility to receive such securities under applicable Exemptions.

Most Noteholders are "non-registered" Noteholders (the "Beneficial Noteholders") because the Notes they own are not registered in their names but are instead registered in the name of a brokerage firm, bank or other intermediary (collectively, an "Intermediary") or in the name of a clearing agency. Most of the Notes are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities, which company acts as nominee for many Canadian brokerage firms). Beneficial Noteholders fall into two categories - those who object to their identity being known to the Company ("OBOs") and those who do not object to their identity being made known to the Company ("NOBOs").

In most cases, the identity of Beneficial Noteholders is unknown to the Company. On or about December 1, 2008, the Company will provide clearing agencies and other Intermediaries with relevant documentation in relation to the issuance of the NSR Interests and Warrants and request that such Intermediaries distribute such documentation to Beneficial Noteholders for whom they hold Notes and obtain instructions from such Beneficial Noteholders as to the registration of the NSR Interests and Warrants to be issued to such Beneficial Noteholders. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc.

Noteholders can expect to be contacted by Broadridge or their Intermediary as set out above. In particular:

1. Beneficial Noteholders resident in the Qualifying Jurisdictions and the International Jurisdictions will receive a copy of the Prospectus and will be asked to provide their Intermediary with confirmation as to how many Notes they hold and instructions as to how to register the NSR Interests and Warrants to which they are entitled;

2. Beneficial Noteholders resident in the non-Qualifying Jurisdictions will receive a copy of: (i) the Prospectus; and (ii) a Canadian Representation Letter which they will be asked to complete and execute confirming their eligibility under available Exemptions to receive NSR Interests and Warrants and to return such Canadian Representation Letter to their Intermediary for forwarding to the Company; and

3. Beneficial Noteholders resident in the United States will receive a United States Representation Letter which they will be asked to complete and execute confirming their eligibility under available Exemptions to receive NSR Interests and Warrants and to return such United States Representation Letter to their Intermediary for forwarding to the Company.

OBOs and NOBOs resident in the non-Qualifying Jurisdictions and in the United States will be required to disclose their identity to the Company in order for the Company to comply with its filing obligations under applicable securities legislation in relation to the distribution of the NSR Interests and Warrants to Beneficial Noteholders pursuant to the Exemptions.

The Company intends to distribute the NSR Interests and Warrants to Noteholders who have completed and returned the documentation noted above on or about December 22, 2008. Beneficial Noteholders who do not provide the information requested and, if applicable, do not complete and return a Representation Letter, will not receive NSR Interests or Warrants until such documentation is provided. Each Beneficial Noteholder should ensure that they receive from and return to their Intermediary the relevant documentation as soon as possible and in any event no later than December 18, 2008.

Redcorp is a Vancouver based mineral exploration and development company with active projects in British Columbia, Canada and Portugal. Further information on Redcorp and the Tulsequah Project can be obtained on our website at and at Redfern's website at or by calling toll-free to Troy Winsor, Manager of Investor Relations or Salina Landstad, Manager of Public Relations at the contact numbers listed below.


Terence Chandler, President and CEO

Certain of the statements made and information contained herein may contain "forward-looking information" within the meaning of the British Columbia Securities Act, Alberta Securities Act and Ontario Securities Act or "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 of the United States, including, without limitation, statements concerning the Company's plans at its Tulsequah Project and other mineral properties and the Company's revised economic evaluation of the Tulsequah Project, which involve known and unknown risks, uncertainties and other factors, some of which are beyond the Company's control which may cause the actual results, performance or achievements of the Company, or industry results and/or consensus metal prices, to be materially different from any future results, metal prices, performance or achievements expressed or implied by such forward-looking information or forward-looking statements. Forward-looking information and forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking information or forward-looking statements, including, without limitation, material factors and assumptions relating to, and risks and uncertainties associated with, the ultimate recovery, if any, of the Company's investment in ABCP that has since August 2007 been the subject of a liquidity restructuring plan proposed by the Pan Canadian Committee representing the Montreal Accord and sanctioned on August 18, 2008 by the Ontario Court of Appeal pursuant to section 6 of the Companies' Creditors Arrangement Act (leave to appeal to the Supreme Court of Canada was refused on September 19, 2008) and expected to be finalized and distributed on or before the end of November 2008, risks relating to the availability of financing for activities when required and on acceptable terms, risks relating to the non-completion of the Company's gold sale agreement, the MRI contingency loan, or the HSBC Bank Canada loan facilities, risks and uncertainties relating to the interpretation of drill results and the estimation of mineral resources and reserves, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, metal price fluctuations, the achievement and maintenance of planned production rates, the accuracy of component costs of capital and operating cost estimates, current and future environmental and regulatory requirements, favourable governmental relations, the availability of permits and the timeliness of the permitting process, the availability of shipping services, the availability of specialized vehicles and similar equipment, costs of remediation and mitigation, maintenance of title to the Company's mineral properties, industrial accidents,
equipment breakdowns, contractor's costs, remote site transportation costs, materials costs for remediation, labour disputes, the potential for delays in exploration or development activities, timely completion of future NI 43-101 compliant reports, timely completion of future feasibility studies, the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, continuing global demand for base metals, the fact that the 2007 Feasibility Study is based upon probable mineral reserves and not proven mineral reserves, expectations and beliefs of management and other risks and uncertainties, including those described under "Risk Factors" in the Annual Information Form of the Company filed on SEDAR on March 31, 2008, and in each subsequent management's discussion and analysis. Forward-looking information and forward-looking statements for time periods subsequent to 2008 involve longer term assumptions and estimates than forward-looking information and forward-looking statements for 2008 and are consequently subject to greater uncertainty. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information or forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking information or forward-looking statements. When used herein, the words "anticipate", "believe", "estimate" and "expect" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking information or forward-looking statements relating to the business and affairs of the Company. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise.

News Release 08-26

Contact Information

  • Redcorp Ventures Ltd.
    Troy Winsor
    Manager, Investor Relations
    (604) 466-8934 or 1-888-225-9662
    Redcorp Ventures Ltd.
    Salina Landstad
    Manager, Public Relations & Corporate Communications
    (604) 639-0135 or 1-888-669-4775 ext. 103