Resource Holdings & Investments Inc.

March 24, 2005 16:32 ET

Resource Holdings & Investments Inc. Closes Second Tranche of Private Placement


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: RESOURCE HOLDINGS & INVESTMENTS INC.

MARCH 24, 2005 - 16:32 ET

Resource Holdings & Investments Inc. Closes Second
Tranche of Private Placement

TORONTO, ONTARIO--(CCNMatthews - March 24, 2005) - Resource Holdings &
Investments Inc. (the "Company") announced that it has closed the second
and final tranche of a previously announced private placement of
subscription receipts (each, a "Receipt") of the Company at a price of
$1.25 per Receipt, selling an aggregate of 5,600,000 Receipts (4,286,000
Receipts in the first tranche and 1,314,000 Receipts in the second
tranche) for total gross proceeds of $7 million. Haywood Securities Inc.
led the offering which included Lowen, Ondaatje, McCutcheon Limited.

Each Receipt will entitle the holder thereof to receive upon exchange,
without payment of additional consideration, one (1) share of the
Company (each, a "RHI Share") and one-half (1/2) of one RHI Share
purchase warrant (each whole purchase warrant, a "Warrant"), each
Warrant entitling the holder thereof to purchase one (1) RHI Share at an
exercise price of $1.35 for a period of 18 months commencing on the date
of issuance of the Receipts.

The Receipts will be automatically exchanged immediately prior to the
effective time of the merger of the Company and Ventures Resource
Corporation (TSX VENTURE:VRC) under the laws of the British Virgin
Islands pursuant to a Plan of Consolidation (the "Merger"). The name of
the merged company will be BrazMin Corp. ("MergeCo"). The closing of the
Merger is expected to occur on or about April 5, 2005. The issued
securities are subject to an indefinite hold period.

Upon the completion of the Merger, each RHI Share will be converted into
one common share of MergeCo.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Resource Holdings & Investments Inc.
    Alan Friedman
    (416) 361-9636
    (416) 361-0330 (FAX)
    friedman@taucapital.com
    The TSX-V has in no way passed upon the merits of the proposed
    transaction and has neither approved nor disapproved the contents of
    this press release.