Rare Earth Industries Ltd.
TSX VENTURE : RND

Rare Earth Industries Ltd.

July 24, 2012 18:07 ET

Rare Earth Announces Definitive Agreement to Acquire Ackroo

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 24, 2012) - RARE EARTH INDUSTRIES LTD. (the "Company" or "RND") (TSX VENTURE:RND) is pleased to announce that, further to its news release of June 12, 2012, it has entered into a definitive amalgamation agreement, pursuant to which a wholly-owned subsidiary of RND will amalgamate (the "Acquisition") with MoneyBar Rewards Inc., operating as Ackroo ("Ackroo"). Pursuant to the terms of the amalgamation agreement and subject to applicable regulatory and shareholder approval, the current shareholders of Ackroo will be issued 38,015,317 post-consolidated shares of RND, on the basis of one post-consolidated RND share for every two Ackroo shares outstanding immediately prior to the Acquisition. Additional securities of RND will be issued to acquire securities issued by Ackroo prior to closing, pursuant to current financing transactions. Following completion of the Acquisition, Ackroo will be a wholly-owned subsidiary of RND.

RND is also pleased to announce that, further to its news release of June 26, 2012, it will advance an additional loan of $175,000 to Ackroo, on the same terms as the prior loan.

With a proprietary web-based loyalty and rewards technology platform, Ackroo enables small to medium sized businesses, independent merchants and business networks to increase profitability and build long-term customer relationships through customized loyalty and rewards programs.

On closing of the Acquisition, subject to requisite shareholder approval, it is anticipated that RND will change its name to Ackroo Inc., and the Board of Directors of RND will be reconstituted to include: Tyler Nelson, Gregory Feller, Eamonn Garry and Praveen Varshney. Tyler Nelson will assume the position of Chief Executive Officer, Ron Frank will assume the position of President, and John Chapman will assume the position of Chief Financial Officer. Jeff Durno, a current director and Chief Executive Officer of RND, will remain a director following completion of the Acquisition.

Tyler Nelson, Director and Chief Executive Officer

Tyler Nelson has over 20 years in senior business development roles. Most recently he served as Chairman and CEO of Adenyo where he was instrumental in raising over $20M in growth capital in 2010 and overseeing the eventual sale of the company to Motricity (NASDAQ:MOTR) for $100M in 2011. Prior to Adenyo, Mr. Nelson held senior positions in Business Development & Marketing at QNX Software Systems, Bridgewater Systems and Research In Motion.

Ron Frank, President

Ron Frank brings over 30 years experience in operations management, customer service, sales, marketing and employee training at Xerox, Motorola, Rogers Communications, Westel Telecommunications Ltd. and Microcell Solutions Inc. (Fido). Mr. Frank provided the inspiration and technology leadership for the solution that evolved into Ackroo.

John Chapman, Chief Financial Officer

John Chapman has served as virtual CFO for ZIM and has held senior positions in Finance, Human Resources and Engineering at Amdocs Canadian Managed Services, Bell Canada and BCE companies. He is a member of, and holds professional designations with, the Association of Professional Engineers of Ontario, the Institute of Certified Management Consultants of Ontario and the Association of Management Accountants of Ontario.

Greg Feller, Director

Greg Feller is a co-founder and partner of Bluestone.vc. Prior to Bluestone, Mr. Feller spent over 16 years in investment banking with Lehman Brothers, Goldman Sachs, UBS and Citadel Securities. During his banking career, Mr. Feller completed over $40 billion of transactions working with some of the world's leading technology companies including: Cisco, Groupon, RIM, Nokia and Scientific Atlanta.

Eamonn Garry, Director and Chief Technology Officer

Eamonn Garry is Chief Technology Officer at Ackroo. Prior to Ackroo, Mr. Garry served as Chief Technology Officer and Vice President Strategic Programs & Advanced Technology at Bridgewater Systems, a division of Amdocs; and spent over 14 years in senior technology positions at Nortel Networks and Analog Devices.

Praveen Varshney, Director

Praveen Varshney is a partner in Varshney Capital Corp. and has 20 years of experience as an entrepreneur, in capital markets and has been a Director or Officer of many TSX Venture & TSX listed issuers in a variety of sectors ranging from resource, greentech & tech. Mr.Varshney is a member and past President of the Vancouver chapter of The Entrepreneurs' Organization (EO) and a founding director of the Vancouver chapter of The IndUS Entrepreneurs (TiE). He is on UBC's Sauder School of Business Faculty Advisory Board, UBC President Stephen Toope's Strategic Advisory Council, a former Director of The Vancouver Board of Trade and a director of the Varshney Family Charitable Foundation.

Jeff Durno, Director

Jeff Durno is the managing partner of ASKD Law LLP, a Vancouver based boutique law firm focussed on corporate and securities transactions and Chairman of Emprise Capital Corp., a Vancouver based merchant banking company. Mr. Durno has over twenty years of experience in the public markets, during which time he has served as a director and senior officer of numerous TSX listed companies. Mr. Durno was called to the Bar of Ontario in 1993 and British Columbia in 1994 and is a member of the Law Society of Upper Canada.

Completion of the Acquisition is subject to a number of conditions, including consolidation of the Company's existing share capital on a 2.5 for 1 basis, Exchange acceptance and, if required by the Exchange, disinterested shareholder approval. The Acquisition cannot close until the required approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of Rare Earth Industries Ltd. should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

The trading of the RND Shares will remain halted pending further filings with the Exchange.

ABOUT RARE EARTH INDUSTRIES LTD.:

Rare Earth Industries Ltd. is a mineral exploration company focused on rare earth elements and rare metals. Following completion of its 2011 exploration program, the Company made a decision to curtail exploration activities in order to preserve cash and position the Company to assess other strategic opportunities both within and outside of the rare‐earths sector. The Company has a strong balance sheet and continues to investigate market opportunities that will allow it to further enhance shareholder value.

ABOUT ACKROO:

Ackroo enables small to medium sized businesses, independent merchants and business networks to increase profitability and build long‐term customer relationships through customized loyalty and rewards programs. Their web‐based solutions provide the power of a massively scalable software platform in a lightweight online tool that works with existing point‐of‐sale equipment, making it easy and affordable for businesses of any size to design and launch their own five‐star loyalty program. Ackroo's online and in‐store loyalty program options provide a blend of stored value capabilities and diverse loyalty incentives, arming businesses with their own 'private currency' and the flexibility to create customized loyalty programs that resonate with their customers. Ackroo is headquartered in Ottawa, Canada. For more information, visit: www.ackroo.com.

This news release may include forwardlooking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forwardlooking 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 forwardlooking statements. Factors that could cause actual results to differ materially from those in forwardlooking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forwardlooking statements except as required under the applicable laws.

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.

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