Ridgemont Capital Corp.
TSX VENTURE : RDG.P

November 22, 2010 13:25 ET

Ridgemont Capital Corp. Announces Completion of Qualifying Transaction and Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 22, 2010) - Ridgemont Capital Corp. (TSX VENTURE:RDG.P) ("Ridgemont" or the "Company") is pleased to announce that it has closed its qualifying transaction (the "Transaction") that was announced in a news release on July 28, 2010 and more particularly described in its filing statement dated November 10, 2010 (the "Filing Statement"). As a result of the completion of the Transaction, the Company has ceased to be a Capital Pool Company (as defined in the policies of the TSX Venture Exchange (the "Exchange").

Concurrently with the issuance of the final bulletin of the Exchange approving the Transaction, the Company intends to change its name from "Ridgemont Capital Corp." to "Ridgemont Iron Ore Corp.". The Company is expected to commence trading as a Tier 2 Mining Issuer on the Exchange at the opening of the market on November 23, 2010. The new trading symbol of the Company will be "RDG".

The Company completed the Transaction through the closing of an option agreement (the "Option Agreement"), dated July 27, 2010, with Logan Resources Ltd. ("Logan"), pursuant to which Logan granted the Company an option to acquire a minimum of 50% (the "First Option") and a maximum of 75% (the "Second Option") of its interest in the Redford property (the "Redford Property"). The Redford Property is comprised of 26 claims covering 10,821 hectares and is located 22 kilometres northeast of Ucluelet, in the Alberni Mining Division, Vancouver Island, British Columbia.

To exercise the First Option, thereby earning a 50% interest in and to the Redford Property, the Company is required to:

  1. pay to Logan total cash payments of $225,000, comprised of: (i) a $25,000 deposit, which amount has been paid; (ii) $50,000 on the closing of the Transaction (the "Closing"), which amount has been paid; and (iii) $50,000 on or before each of the next three anniversaries of the Closing;
  2. incur no less than $3,000,000 in Work Costs (as defined in the Option Agreement), as follows: (i) $750,000 on or before the first anniversary of the Closing; (ii) $1,000,000 on or before the second anniversary of the Closing; and (iii) $1,250,000 on or before the third anniversary of the Closing; and
  3. issue 100,000 common shares of the Company (each, a "Share") to Logan on or prior to each of the first, second, and third anniversaries of the Closing.

Upon exercising the First Option, the Company may exercise the Second Option, thereby earning an additional 25% interest in and to the Property, by completing certain obligations as set out in the Option Agreement and as more fully described in the Filing Statement. As disclosed in the Filing Statement and as accepted by the Exchange, the Company issued 738,750 Shares (the "Transaction Finder's Shares") to Axemen Resource Capital Ltd. as a finder's fee for the Transaction.

Change of Officers and Directors

In connection with the Closing, Thomas A. Doyle, Greg Burnett and Kevin Hanson resigned as directors of the Company and Mr. Doyle and Terry Amisano resigned as officers of the Company. 250,000 stock options held by each of them were cancelled in connection with their resignations. The Company has appointed new directors and officers, consisting of: Mark Morabito as President, Chief Executive Officer and Director, Sonya Atwal as Chief Financial Officer, Ed Lyons as Vice-President – Exploration, Sheila Paine as Corporate Secretary and Kam Gill as Assistant Corporate Secretary. Stan Bharti and Rene Bharti have been appointed as directors of the Company. The outgoing directors and officers transferred an aggregate 8,000,000 escrowed Shares to the incoming directors and officers in connection with the Closing, which Shares will remain in escrow in accordance with the terms of the Company's CPC Escrow Agreement.

Financing

In connection with the Closing, the Company also completed a non-brokered private placement financing (the "Financing") of an aggregate of 16,000,000 units (each, a "Unit"), at a price of $0.10 per Unit, for aggregate gross proceeds of $1,600,000. Each Unit consisted of one Share and one share purchase warrant (each, a "Warrant"), with each Warrant exercisable into one Share at an exercise price of $0.25 per Share until November 19, 2012. In connection with the Financing, the Company paid a finder's fee to two finders, consisting of the issuance of an aggregate of 345,000 Shares and 345,000 Warrants (collectively, the "Finders' Securities"), with each such Warrant exercisable into one Share at a price of $0.25 per Share until November 19, 2012. The Shares, Warrants, Finders' Securities and Transaction Finder's Shares are subject to a four month hold period under applicable securities law and Exchange policies.

As a result of the completion of the Transaction, the Company will now be engaged in the exploration and development of the Redford Property.

For more information, please refer to the Filing Statement, which is available on the Company's profile on SEDAR at www.sedar.com.

ON BEHALF OF THE BOARD OF DIRECTORS OF RIDGEMONT CAPITAL CORP.

"Mark J. Morabito"

Mr. Mark J. Morabito
President, CEO and Director

Neither 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

  • Ridgemont Capital Corp.
    Mark Morabito
    President and CEO
    (604) 681-8030
    (604) 681-8039 (FAX)