|May 10, 2012|
Financing With Signal Capital And Financing Amendment
NOT FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC: Ross River Minerals Inc. (TSX-V: RRM) ("RRM" or the "Company") is pleased to announce that it has entered into a binding letter of intent (the "LOI") with Signal Capital Management LLC ("Signal") in which Signal or its assigns (the "Placee") will participate in an equity financing ("Private Placement") to be conducted by the Company.
Under the terms of the LOI, the Private Placement will total 17,000,000 units, each unit will be priced at $0.12 for gross proceeds of $2,040,000 and will consist of one common share and one half of one common share purchase warrant (the "Warrant"). Each full Warrant will entitle the holder to purchase one common share of RRM for a period of two years at a price of $0.15 for the first year from the date of closing of the Private Placement (the "Closing") and at a price of $0.20 thereafter until the expiry date. If, during the period commencing four months after the date of issuance of the Warrants the closing price of RRM's shares on the TSX Venture Exchange (the "Exchange") is $0.30 or higher for ten consecutive trading days, on written notice by RRM to the Placee, RRM may accelerate the exercise period of the Warrants to 60 days from the date of giving such notice to the Placee.
The net proceeds of this Private Placement shall be used for drilling programs on the Company's El Pulpo and Liver Peak Projects (the "Projects") and for general corporate purposes. This Private Placement is subject to certain conditions precedent including the execution of a formal subscription agreement and Exchange approval.
Upon the Closing of the Private Placement, and for so long as the common shares held by Signal constitute at least 15% of the total outstanding and issued common shares of RRM, Signal will be entitled (but not obliged) to nominate one individual for appointment to the board of directors of RRM. The LOI also provides Signal with the following:
The Company also announces that it has amended the terms of the financing announced October 26, 2011, as amended on March 29, 2012. This financing will be increased to 11,000,000 Units at a price of $0.10 per Unit for total gross proceeds of $1,100,000. Each Unit will consist of one common share and one non-transferable share purchase warrant (the "Warrant"). Each Warrant entitles the holder to acquire a common share for a period of one year from closing at a price of $0.20 per share. If the Company's shares trade at $0.30 or above for ten consecutive trading days, the Company has the right to give the warrant holders thirty days' notice to exercise the Warrants and all unexercised Warrants at the end of that period will expire. To date the Company has issued 3,740,000 Units of this financing (see press release dated April 26, 2012).
It is anticipated that these financings will close on or before May 23, 2012. The Company may pay finder's fees on the private placement proceeds to certain parties in accordance with the policies of and subject to the approval of the TSX Venture Exchange.
ROSS RIVER MINERALS INC.
Per: "Marcus Foster"
Marcus N. Foster, President
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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered in the United States Securities Act of 1933, as amended (the "US Securities Act") or any state securities laws and may not be offered or sold within the United States or to US Persons unless registered under the US Securities Act and applicable securities laws or an exemption from such registration is available.
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