REC Minerals Announces Private Placement to Raise Up to $4 Million

TORONTO, ONTARIO--(Marketwire - Jan. 6, 2011) -

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

REC Minerals Corp. ("REC" or the "Company") (TSX VENTURE:REC) is pleased to announce that it has entered into an agreement with D&D Securities Inc. (the "Agent") for the Agent to act as the Company's agent in connection with a best efforts private placement of up to 26,666,667 units (the "Units") at a price of $0.15 per Unit to raise aggregate gross proceeds of up to $4,000,000 (the "Offering"). Each Unit will consist of one common share of REC and one-half of one common share purchase warrant (with each whole warrant being a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of REC (a "Warrant Share") at a price of $0.30 per Warrant Share for 24 months following the closing of the Offering.

In consideration for acting as agent in connection with the Offering, the Agent 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 Company has agreed to grant to the Agent on the closing of the Offering an option to purchase that number of Units which is equal to 8% of the number of Units sold pursuant to the Offering at a price of $0.15 per Unit for 24 months following the closing of the Offering.

REC plans to use the net proceeds from the Offering for the exploration of its properties in Canada and for working capital purposes.

The Offering is scheduled to close on or about February 4, 2011 and is subject to certain conditions typical for a transaction of this nature and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

The Units to be issued pursuant to the Offering and the Warrant Shares will be subject to a four-month restricted resale period, such period to commence upon the closing of the Offering.

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 offered 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, and applicable state laws.

ABOUT REC

REC is a junior mineral exploration company with an experienced management team engaged in the acquisition, exploration and development of properties for the mining of precious and base metals and uranium. The Corporation holds an option to acquire a 100% interest in the MC Dalhousie Property located in northwestern British Columbia, Canada; an option to acquire a 100% interest in the North Nonacho Property in the vicinity of Nonacho Lake, Northwest Territories, Canada; and an option to acquire a 100% interest in the Esten Property located 10 km south of Elliott Lake, Ontario, Canada. REC also holds a 100% interest in the Borden Lake South Property, comprised of 293 claims located 10 km east of town of Chapleau, Ontario. The common shares of REC trade on the TSX Venture Exchange under the stock symbol "REC". The Company has 16,725,000 common shares issued and outstanding.

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 continuous disclosure documents filed by REC from time to time with the Ontario, British Columbia and Alberta 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 hereof. 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.