Rugby Mining Limited



Rugby Mining Limited

December 19, 2012 20:21 ET

Rugby Mining Announces CAD$3 Million Non-Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 19, 2012) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICE OR FOR DISSEMINATION IN THE UNITED STATES

Rugby Mining Limited ("Rugby" or the "Company") (TSX VENTURE:RUG) is pleased to announce that it has arranged a non-brokered private placement of up to 10,000,000 units (the "Units") at a price of CAD$0.30 per Unit for gross proceeds of up to CAD$3,000,000 (the "Offering"). Each Unit will consist of one (1) common share and one (1) non-transferable share purchase warrant. Each share purchase warrant will entitle the holder thereof to purchase one (1) additional common share of the Company for a period of three (3) years, at an exercise price of CAD$0.40 per common share for the first two (2) years and at an exercise price of CAD$0.55 per common share in the third (3) year from the closing date of the Offering.

Proceeds from the Offering will be used by Rugby for exploration expenditures and general ongoing corporate matters.

The above private placement is subject to all regulatory approvals.

Closing of the Offering is anticipated to occur on or about January 4, 2013.

For additional information you are invited to visit the Rugby Mining Limited website at www.rugbymining.com.

RUGBY MINING LIMITED

Paul Joyce, President and CEO

The securities to be issued in the offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act") or any applicable securities laws of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities to be issued in the offering, nor shall there be any offer or sale of the securities to be issued in the offering in any jurisdiction, including the United States, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

CAUTIONARY STATEMENT

Certain of the statements made and information contained herein is "forward-looking information" within the meaning of the British Columbia, Alberta and Ontario Securities Acts. This includes statements concerning the Company's plans at its projects, which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information is subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, the effect on prices of major mineral commodities such as copper, gold and iron by factors beyond the control of the Company; events which cannot be accurately predicted such as political and economic instability, terrorism, environmental factors and changes in government regulations and taxes; the shortage of personnel with the requisite knowledge and skills to design and execute exploration programs; difficulties in arranging contracts for drilling and other exploration services; the Company's dependency on equity market financings to fund its exploration programs and maintain its mineral exploration properties in good standing; political risk that a government will change, interpret or enforce mineral tenure, environmental regulations, taxes or mineral royalties in a manner that could have an adverse effect on the Company's assets or financial condition and impair its ability to advance its mineral exploration projects or raise further funds for exploration; risks associated with title to resource properties due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the interpretation of laws regarding ownership of mineral tenures in the Philippines and in the sometimes ambiguous conveyancing characteristic of many resource properties, currency risks associated with foreign operations, the timing for obtaining permits to conduct exploration activities, the ability to conclude agreements with local communities and other risks and uncertainties, including those described in each of the Company's management discussion and analysis including those contained in its year-end financial statements for the year ended February 28, 2012 filed with the Canadian Securities Administrators and available at www.sedar.com.
In addition, forward-looking information is based on various assumptions including, without limitation, assumptions associated with exploration results and costs and the availability of materials and skilled labour. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

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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