RPT Resources Ltd.

RPT Resources Ltd.

January 11, 2011 12:41 ET

RPT Resources Ltd. Completes Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 11, 2011) -


RPT Resources Ltd. ("RPT" or the "Corporation") (TSX VENTURE:RPT) is pleased to announce that the Corporation has completed its previously announced brokered private placement of subscription receipts ("Subscription Receipts"). The offering was completed through a syndicate of agents led by Raymond James Ltd. and including Canaccord Genuity Corp. (the "Agents"). The Corporation issued a total of 228,462,300 Subscription Receipts at a price of $0.13 per Subscription Receipt for aggregate gross proceeds of $29,700,099, which included the full exercise of the Agent's over allotment option.

Each Subscription Receipt represents the right to automatically receive one common share ("Common Share") in the capital of RPT and one common share purchase warrant ("Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.26 per Common Share at any time prior to the date that is two years after the closing of the offering. The Subscription Receipts and any Common Shares and Warrants issued upon the exercise or deemed exercise thereof, are subject to a hold period of four months from the date of closing of the offering.

RPT intends to use the net proceeds of the Offering to fund the exploration and re-development program of ArPetrol Inc. ("ArPetrol") in Argentina following completion of the previously announced proposed business combination (the "Transaction") of RPT and ArPetrol.

The Subscription Receipts were issued pursuant to the terms of a subscription receipt agreement and the gross proceeds of the offering will be held in escrow by an escrow agent. Each Subscription Receipt will automatically be exchanged, without payment of any additional consideration or further action on the part of the holder thereof, into one Common Share and one Warrant upon delivery of a notice to the escrow agent that the escrow release conditions have been satisfied, including the receipt of any necessary government, regulatory and shareholder approvals.

Provided that the notice is delivered to the escrow agent on or before March 31, 2011, pursuant to the terms of the subscription receipt agreement, the net proceeds of the offering shall be released from escrow to RPT. If the notice is not provided to the escrow agent on or before March 31, 2011, pursuant to the terms of the subscription receipt agreement, the definitive agreement for the Transaction is terminated, or RPT or ArPetrol advises the Agents or announces to the public that it does not intend to proceed with the Transaction, each Subscription Receipt shall be cancelled and each holder of Subscription Receipts shall be entitled to receive its investment plus interest.

Reader Advisory

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, but is not limited to, the use of the net proceeds of the Offering, the timing and completion of the Transaction, and the satisfaction of the conditions precedent to the Transaction. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including fluctuations in the prices of oil and natural gas; governmental regulation of the oil and gas industry, including environmental regulation; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; failure to obtain industry partner and other third party consents and approvals, if and when required; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, drilling, processing and transportation problems; changes in tax laws and incentive programs relating to the oil and gas industry; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state of the United States or any other jurisdiction outside of Canada in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act of 1933 and applicable state securities laws.

Neither the 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

  • RPT Resources Ltd.
    Michelle Gahagan
    (604) 639-4459