Range Metals Inc.

Range Metals Inc.

October 22, 2009 14:07 ET

Range Issues $25,238,000 in Subscription Receipts for Middle East Project

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 22, 2009) -


Range Metals Inc. (CNSX:RGO)(FRANKFURT:YGK) ("Range" or the "Corporation") is pleased to announce the closing of the private placement financing of subscription receipts, previously announced on September 21, 2009, for gross proceeds of $25,238,000. The Corporation has issued 126,190,000 subscription receipts ("Subscription Receipts") at a price of $0.20 per Subscription Receipt.

All funds are being held in escrow pending the closing of a proposed acquisition by Range Oil & Gas Ltd., a wholly-owned subsidiary of Range, of an indirect interest in a Middle East oil and gas project (the "Acquisition"). If the Acquisition is not completed by November 24, 2009, the funds will be returned to the holders of the Subscription Receipts. Upon the closing of the Acquisition and the release of the funds from escrow to the Corporation, the proceeds will be used to pay for the Acquisition, costs related to the financing, Range's currently due portion of ongoing exploration and development activities, continuing exploration and drilling activity and for general corporate purposes.

Upon the closing of the Acquisition and the release of the funds from escrow to the Corporation, each Subscription Receipt will automatically convert into one common share (a "Common Share") and one share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.40 per Common Share at any time during a two-year period from the date of issuance. The Common Shares will be posted for trading on the CNSX but not the Warrants. Once Warrants are exercised into Common Shares, such Common Shares will be posted for trading. The Subscription Receipts as well as the Common Shares and Warrants issuable thereunder will be subject to a four month hold period under applicable Canadian securities laws.

Roche Securities Ltd. and Topleft Securities Ltd., exempt market dealers registered in Ontario, Canada, (the "Finders") acted as finders in connection with the financing. On the release of the funds from escrow, the Finders and other dealers will be paid, pending final allocations, a 6% finders' fee of up to $1,446,480. The Finders and other dealers will also receive options entitling them to purchase, pending final allocations, up to 7,232,400 Common Shares at a price of $0.20 per Common Share at any time up to two years from closing. The Finders will also receive a corporate finance fee of $50,000 payable in cash.

Officers, directors and consultants of Range or its subsidiary participated in the Subscription Rights offering by the tendering of $1,130,000 in debt owing to them on the same terms, for the issuance of 5,650,000 Subscription Receipts; no commissions are payable on such subscriptions. The Corporation has determined that there are exemptions available from the various requirements of Multilateral Instrument 61-101 for the issuance of the Subscription Receipts to the directors and officers of the Corporation, (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than 25% of Market Capitalization).

The halt of trading of the Corporation's Common Shares on the CNSX will continue until further news releases are made in regard to the closing of the Acquisition, the release of funds from escrow and the conversion of the Subscription Receipts into Common Shares and Warrants.

There is no guarantee that the Acquisition will be concluded or that the Subscription Receipts will be exchanged for Common Shares and Warrants and investors should be aware of such risks and are specifically referred to the "Forward-Looking Statement" below.

For further information please visit the Company's web site at www.rangemetals.com.

On Behalf of the Board of Directors:

Donald R. Sheldon, President and CEO

This news release contains certain statements that may be deemed "forward-looking statements". Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although Range 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 may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of Range's management on the date the statements are made. Range undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change, except as required by law.

The CNSX and Frankfurt Stock Exchanges have not reviewed and do not accept responsibility for the adequacy or accuracy of the content of this press release.

Contact Information

  • Range Metals Inc.
    Donald R. Sheldon
    President and CEO
    (604) 688-9600
    (604) 602-1606 (FAX)