Rodocanachi Capital Inc.
TSX VENTURE : ROD.P

October 27, 2011 18:22 ET

Rodocanachi Capital Inc. Announces Qualifying Transaction

MONTREAL, QUEBEC--(Marketwire - Oct. 27, 2011) - Rodocanachi Capital Inc. ("Rodocanachi" or the "Company") (TSX VENTURE:ROD.P) is pleased to announce that it has entered into an arm's length Letter of Intent dated October 27, 2011 ("LOI") with Newcastle Minerals Ltd. ("Newcastle") (TSX VENTURE:NCM), a British Columbia corporation listed on the TSX Venture Exchange (the "Exchange"), whereby the Company will be granted by Newcastle an option to acquire a 60% interest in the Carscallen property (the "Property") which consists of nine freehold patented mining claims (P28962 to P28970) covering a total of approximately 118.339 hectares in Carscallen Township, Porcupine Mining Division, in the Province of Ontario.

The Transaction

The transaction will constitute the Company's Qualifying Transaction under the policies of the Exchange.

To exercise its option and acquire a 60% interest in the Property, Rodocanachi must pay Newcastle $85,000, issue 750,000 Rodocanachi shares over the next two years and complete $900,000 of exploration on the Property over the next three years.

A finder's fee in the maximum amount permitted by the policies of the Exchange is payable to an arm's length party in respect of the acquisition.

Closing of the acquisition is subject to negotiation of a definitive agreement between the Company and Newcastle as well as the acceptance for filing by the Exchange.

Financing

The Company intends to conduct a private placement of 2,750 units (the "Units") at a price of $100 per unit and 2,000 flow-through Units (the "FT Units") at a price of $150 per FT Unit, for gross proceeds to the Company of $575,000.

Each Unit will consist of 1,000 common shares and 1,000 share purchase warrants entitling the holders to acquire an additional common share of the Company, at a price of $0.15 per share, for a period of two years from closing of the private placement.

Each FT Unit will consist of 80 flow-through common share and 20 common shares. A finder's fee in accordance with the policies of the Exchange may be payable in connection with the private placement.

Composition of Board and Management

Upon the closing of the Qualifying Transaction all of the current directors and officers of the Company will resign, with the exception of Mr. Richard Besner, who will remain on the Board. Mr. Alexandre Guertin will be appointed as CEO and a director, Mr. Martin Tremblay and Mr. Éric Desaulniers will be appointed as a Director. Additional directors, to be determined at a later date, might also be appointed to the Board.

General Information

Sponsorship of a Qualifying Transaction of a Capital Pool Company is required by the Exchange unless exempted in accordance with Exchange policies. No sponsor has been retained and the Company intends to apply for an exemption from sponsorship requirements. There is no assurance that the Company will obtain this exemption.

"Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release."

Rodocanachi expects to issue a further news release in the coming days providing additional information on the Property.

Cautionary Note Regarding Forward-looking Statements

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results may differ materially from results inferred or suggested in any forward-looking statements. Rodocanachi assumes no obligation to update the forward-looking statements, or to update the reasons why actual results may differ from those reflected in forward-looking statements unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Rodocanachi's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

Contact Information

  • Mr. Richard Besner
    President and Chief Executive Officer
    Rodocanachi Capital Inc.
    (514) 824-5434