Ridgemont Iron Ore Corp.

Ridgemont Iron Ore Corp.

May 29, 2012 07:55 ET

Ridgemont Iron Ore Announces $10 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 29, 2012) -


Ridgemont Iron Ore Corp. (TSX VENTURE:RDG)(OTCQX:RIOOF) ("Ridgemont" or the "Company") is pleased to announce that it has entered into an agreement with Dundee Securities Ltd. (the "Lead Agent") on behalf of a syndicate of Agents including Delano Capital Corp. and PowerOne Capital Markets Limited (the "Agents") under which the Agents have agreed to offer for sale, on a best efforts private placement basis, up to 18,750,000 flow-through units (the "Flow-Through Units") at a price per Flow-Through Unit of $0.40 and up to 6,580,000 units (the "Units") at a price per Unit of $0.38 (together, the "Offered Securities") for total gross proceeds of up to $10,000,400 (the "Offering"). The Agents have been granted the option (the "Option") to sell up to an additional $1,500,000 of the Offering in any combination of Flow-Through Units and/or Units, exercisable in whole or in part at any time up to 48 hours before the closing of the Offering (the "Closing Date").

Each Flow-Through Unit shall consist of one flow-through common share of the Company ("Flow-Through Share") and one-half of one common share purchase warrant ("FT Warrant"). Each whole FT Warrant shall entitle the holder thereof to acquire one common share ("Share") of the Company at a price of $0.60 for a period of 24 months following the Closing Date.

Each Unit shall consist of one Share of the Company and one-half of one common share purchase warrant ("Share Warrant"). Each whole Share Warrant shall entitle the holder thereof to acquire one Share of the Company at a price of $0.50 for a period of 24 months following the Closing Date.

In connection with the Offering, the Agents will receive a cash commission equal to 7.0% of the gross proceeds raised under the Offering (inclusive of the Option) and that number of non-transferable broker warrants ("Broker Warrants") as is equal to 7.0% of the number of Offered Securities sold (inclusive of the Option). Each Broker Warrant will be exercisable into one Share of the Company, for a period of 24 months from the Closing Date at a price of $0.38 per Share. Closing of the Offering is scheduled for on or about June 14, 2012. All securities issued will be subject to a statutory four month hold period. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including the closing of the previously announced acquisition of IronOne Inc. by the Company.

The gross proceeds from the Flow-Through Units will be used for Canadian Exploration Expenses (within the meaning of the Income Tax Act (Canada)), related to the Issuer's exploration projects. The Company has agreed to renounce such Canadian Exploration Expenses with an effective date of no later than December 31, 2012. The net proceeds from the sale of the Units will be used for general corporate purposes.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States.

About Ridgemont

Ridgemont is a Canadian exploration company looking to acquire, explore and develop iron ore mineral properties. Ridgemont, through the previously announced acquisition of IronOne Inc., will have an option to acquire a 100% interest in the Lac Virot Iron Project located in the southern Labrador Trough and a 100% interest in the Maguse River Iron Project located in Nunavut. Ridgemont also has an option to acquire up to 75% interest in the Redford iron ore property, comprised of 26 claims covering 10,821 hectares and located 22 kilometres northeast of Ucluelet, in the Alberni Mining Division, Vancouver Island, British Columbia.


On behalf of the Board

Mark J. Morabito, Executive Chairman

Cautionary Note Regarding Forward-Looking Information

Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the terms and completion of the Offering, the Closing Date, the use of proceeds from the Offering, and the exploration of Ridgemont's properties are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity prices; title matters; environmental liability claims and insurance; inability to achieve TSX Venture Exchange approval; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified in the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and Ridgemont undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.

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