REC Minerals Corp.
TSX VENTURE : REC

REC Minerals Corp.

February 07, 2011 08:41 ET

REC Minerals Pursues Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwire - Feb. 7, 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 will pursue a non-brokered private placement to raise equity capital of up to $1,000,000, the net proceeds of which will be used for the exploration of the Company's properties in Canada and for working capital purposes. The decision by the Company to pursue a non-brokered private placement at this time has been made in order to (i) minimize shareholder dilution and (ii) save on agency/broker fees.

The contemplated non-brokered private placement will be an offering of up to 6,666,667 units (the "Units") to raise aggregate gross proceeds of up to $1,000,000 (the "Offering"). Each Unit, priced at $0.15, will consist of one common share of REC and one-half of one common share purchase warrant (each whole warrant being a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share (a "Warrant Share") of REC at a price of $0.30 per Warrant Share for 24 months following the closing of the Offering.

The Offering 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 will be subject to a four-month restricted resale period, such period to commence upon the closing of the Offering.

By mutual agreement, the retainer of D&D Securities Inc. to act as the Company's agent in connection with a best efforts private placement, as referenced in the Company's press release of January 6, 2011, has been terminated.

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 sold 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.

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.

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.

Contact Information

  • REC Minerals Corp.
    Kabir Ahmed
    Chairman, President and Chief Executive Officer and Director
    (416) 365-6580
    (416) 946-1951 (FAX)
    330 Bay Street, Suite 820
    Toronto, Ontario, Canada, M5H 2S8