Rocmec Mining Inc.

Rocmec Mining Inc.

September 29, 2009 17:47 ET

Rocmec Enters Into a Letter of Intent to Acquire Rocmec International Inc.

VAUDREUIL-DORION, QUEBEC--(Marketwire - Sept. 29, 2009) - Rocmec Mining Inc. ("Rocmec") (TSX VENTURE:RMI)(FRANKFURT:D5O), is pleased to announce that it has entered into a letter of intent to acquire all the issued and outstanding shares of Rocmec International Inc. ("RI"). Rocmec will issue 85,000,000 common shares of its share capital in consideration of all the issued and outstanding shares of RI at a deemed price of $0.0712 for a total consideration of $6,052,000 (the "Acquisition").

The only shareholders of RI are Societe en commandite Soccrent Nouvelles Technologies and Ressources T.C.G. Inc. RI has developed a thermal fragmentation process for extracting precious minerals. RI owns patents on the thermal fragmentation mining method for vein deposits. The patents are the only assets of RI. RI granted to Rocmec an exclusive worldwide licence for the use of the technology in 2004.

The thermal fragmentation method is used for the selective extraction of ore; the high-grade sections can be extracted in priority. The method extracts a narrow corridor, leaving the sterile surrounding formations on each side of the mineralised zone intact and minimizing damage caused to gallery structures. The extracted spaces can be easily rehabilitated by using cables and wood to close the narrow openings created in the upper surrounding formation of the lower gallery. Mining residue is then used to fill the extracted zones. Taking into account the smaller quantity of rock extracted, less tonnes have to be milled in the process for the extraction of precious metals. The quantity of chemicals required in the milling process is also significantly lessened. In addition, the quantity of energy necessary for milling ore is reduced since less rock is sent into the plant. The reduced quantity of energy required for transporting and milling the ore thus reduces greenhouse gas emissions. Mining residue produced through extracting precious metals is four times less and requires the construction, maintenance and rehabilitation of smaller tailing sites necessary for mining operations. Mining site areas and landscape alterations are also significantly reduced, thus resulting in a cleaner and more responsible mining approach.

The Acquisition is a non-arm's length transaction within the meaning of the TSX Venture Exchange policies. Messrs. Donald Brisebois, Daniel Gilbert and Jean-Philippe Harvey are directors of both Rocmec and RI. Messrs. Brisebois and Gilbert are also shareholders of Ressources T.C.G. Inc., a private company which holds 70% of the shares of RI. Messrs. Brisebois and Gilbert respectively hold 200 shares and 50 shares representing 20% and 5% respectively of the issued and outstanding shares of Ressources T.C.G. Inc.

Following the Acquisition the shareholders of RI will hold in the aggregate 29.1% of the issued and outstanding common shares of Rocmec:

Name Common Shares of Percentage of issued and
Rocmec held outstanding shares of Rocmec
Societe en commandites
Soccrent Nouvelles Technologies 25,500,000 8.7%
Ressources T.C.G. inc. 59,500,000 20.4%

The common shares of Rocmec will be issued to the shareholders of RI subject to the satisfaction, over a period of 24 months following the signature of the share purchase agreement, of the following conditions:

1) Rocmec must have at least 3 thermal fragmentation units in operation with clients;

2) Gross margins from service agreements must represent an average of at least $225,000 per month over a period of 3 consecutive months.

The common shares to be issued will be held in escrow and released in blocks of 25% per quarter.

Additionally, the Acquisition will be subject to the following conditions:

1) Satisfaction by both parties of their mutual due diligence;

2) Required consent and approval including approval from Rocmec's disinterested shareholders (being shareholders which are not entitled pursuant to the Acquisition to receive any collateral benefit or consideration);

3) Required regulatory approval from the TSX Venture exchange and the Regulation Services Provider having jurisdiction over Rocmec's shares.

A share purchase agreement containing the usual statements and warranties including the modalities governing the management of RI over the 24 month period will be entered into. Additional information pertaining to the Acquisition will be included in the proxy solicitation documentation that will be forwarded to Rocmec's shareholders in early October 2009.

Mr. Rejean Gilbert, spokesperson for Rocmec International Inc. states "We are very pleased with the agreement as it will not only relieve Rocmec's management of many administrative constraints but will also enable Rocmec's shareholders to benefit from the potential that the thermal fragmentation mining method has to offer".

About Rocmec International Inc.

Rocmec International Inc. is incorporated under Canada's Business Corporation Act. It's shareholders are Soccrent New Technologies, a limited partnership and T.C.G. Resources Inc. Rocmec International Inc. developed the thermal fragmentation method to extract precious metals. As such, they have ownership of the patents pertaining to the thermal fragmentation mining method for mining narrow-vein precious metal deposits. In 2004, Rocmec International Inc, granted to Rocmec Mining Inc. an exclusive world wide license for the technology.

About Rocmec

Rocmec's growth strategy is to focus on the development of quality assets that will significantly enhance shareholder value. Exploitation of narrow high-grade precious metal quartz veins with its exclusive thermal fragmentation process coupled with conventional mining methods will lead the Company in becoming a mid-size gold producer. The acquisition, development and future exploitation activities at the recently acquired Rocmec I (Russian Kid) property are an excellent example of this strategy.

Thermal fragmentation...mining ounces not TONNES!

The Thermal Fragmentation Mining Method video can be viewed on Rocmec's website or by clicking the following link:

Rocmec Mining Inc. is a Canadian junior exploration company actively involved in the acquisition, exploration and development of precious metal projects. The Company's exclusive thermal fragmentation process combined with its growth strategy place it as the partner of choice for the development of narrow high-grade precious metal quartz vein properties. The Company is listed on the TSX Venture Exchange and trades under the symbol: RMI and on the Frankfurt Stock Exchange under the symbol: D50.

This press release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address future exploration drilling, exploration activities and events or developments that the Corporation expects, are forward looking statements. Although the Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions.

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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