Rio Cristal Zinc Corporation
TSX VENTURE : RCZ

Rio Cristal Zinc Corporation

April 07, 2009 08:52 ET

Rio Cristal Zinc Announces $625,000 Non-Brokered Financing

VANCOUVER, BRITISH COLUMBIA and LIMA, PERU--(Marketwire - April 7, 2009) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Rio Cristal Zinc Corporation (TSX VENTURE:RCZ) ("RCZ" or the "Company") is pleased to announce a non-brokered private placement of up to 22,000,000 units (the "Units") of the Company at the price of $0.03 per Unit, each Unit consisting of one common share (a "Share") and one non-transferable warrant (a "Warrant") for total proceeds of US$625,000. The proceeds from the sale of the Units will be used for general corporate working capital.

Each Warrant shall entitle the holder thereof to purchase one additional Share (a "Warrant Share") at an exercise price of $0.07 per Warrant Share for the first year and $0.10 per Warrant Share for the second year, and is subject to acceleration. Commencing on the date that is four months and one day after the closing of the private placement, if the closing price of the Company's common shares on the TSX Venture Exchange (the "Exchange"), is at a price equal to or greater than $0.12 for a period of ten (10) consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants by giving written notice to the holders of the Warrants which will then expire on the date that is not less than thirty (30) days from the date of the notice.

Thomas Findley, President and CEO, said "The raising of additional capital together with significant corporate cost reductions and the rescheduling of option payments for the Company's flagship Charlotte Bongara property give RCZ much better financial flexibility during a period of market uncertainty."

The Company may pay a 7% finder's fee consisting of Units in connection with the private placement.

Certain directors and officers of the Company may acquire securities under the private placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization.

This financing is subject to the approval of the Exchange. The Company anticipates closing of the Offering as soon as practicable subject to receipt of all necessary regulatory approvals.

About Rio Cristal Zinc Corporation

Rio Cristal Zinc is a Canadian corporation focused on the discovery and further development of zinc deposits in Peru. The principal asset of RCZ is the Charlotte Bongara claim block located in northern Peru within an emerging Mississippi Valley-type zinc district. Additional information can be found on the Company's website, www.riocristalzinc.com.

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding potential exploration results, future plans and objectives of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future results, events and objectives could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Rio Cristal's expectations include exploration and other risks detailed from time to time in the filings made by the Company with securities regulators.

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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.

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