Razore Rock Resources Inc.

December 31, 2010 14:38 ET

Razore Rock Commences Unit Offerings and Completes First Closing

TORONTO, ONTARIO--(Marketwire - Dec. 31, 2010) - Razore Rock Resources Inc. ("Razore Rock" or the "Company") is pleased to announce it is undertaking a non-brokered unit private placement and a non-brokered flow-through unit private placement and to raise aggregate proceeds of up to $374,000 (the "Offering") to provide it with exploration capital for the Company's Duff Claims located in Manitoba and working capital.

Razore Rock is offering up to 3,000,000 working capital units (each a "WC Unit") of the Company at a price of $0.05 per WC Unit, for gross proceeds of up to $150,000. Each WC Unit consists of one (1) common share and one (1) common share purchase warrant (each "WC Warrant"). Each WC Warrant entitles the holder to purchase one (1) common share at an exercise price of $0.10 per WC Warrant Share until the earlier of: (i) the date which is eighteen (18) months following the Closing Date; and (ii) in the event that the closing price of the Common Shares is at least $0.20 for twenty (20) consecutive trading days, and the 20th trading day (the "Final Trading Day") is at least four (4) months from the Closing Date, the date which is thirty (30) days from the Final Trading Day (the "Trigger Date").

Razore Rock is also offering up to 3,200,000 flow-through units (each a "FT Unit") of the Company at a price of $0.07 per FT Unit, for gross proceeds of up to $224,000. Each FT Unit consists of one (1) common share and one-half (1/2) common share purchase warrant (a "Warrant"). Each full Warrant entitles the holder to purchase one (1) common share at an exercise price of $0.10 per Warrant Share until the earlier of: i) the date which is eighteen (18) months following the Closing Date; and ii) the Trigger Date.

The Company may pay finders fees of 10% cash and issue Compensation Units equal to 10% of the number of WC Units placed by any eligible finders in respect of the sale of the WC Units. Each Compensation Unit is exercisable at $0.05 for a period of eighteen (18) months from Closing to acquire a WC Unit. The Company may also pay finders fees of Compensation Units equal to 10% of the number of FT Units sold in respect of the sale of FT Units.

Pursuant to the Offering, Razore Rock is pleased to announce that it has placed 600,000 WC Units and 519,999 FT Units for gross proceeds of $66,399.93.

An insider of the Company acquired $10,000 of FT Units pursuant to this closing. Another insider may subscribe for up to 600,000 WC Units for up to $30,000 to close with the final closing. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI61-101") by virtue of the exemptions contain in section 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company to be issued to insiders does not exceed 25% of its market capitalization.

Securities issued under this private placement are subject to a hold period ending May 1, 2011.

Forward Looking Statement:

Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and uncertainties. Without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company are forward looking statements that involve various risks. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward looking statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events may differ materially from those anticipated in such statements. Razore Rock undertakes no obligation to update such forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on such forward-looking statements.

Contact Information

  • Razore Rock Resources Inc.
    Mr. William R. Johnstone
    Secretary-Treasurer and a director of the Company
    (416) 865-6605