RAP Acquisition Corp. to amalgamate with Ferrum Americas Mining Inc.
October 29 2011 - 10:36PM
PR Newswire (Canada)
TORONTO, Nov. 1, 2011 /CNW/ - RAP Acquisition Corp. ("RAP" NEX:
RAP.H) has entered into an amalgamation agreement with Ferrum
Americas Mining Inc. ("Ferrum Americas") under which RAP and Ferrum
shall amalgamate and continue as one corporation under the Canada
Business Corporations Act (the "Proposed Transaction"). Prior to
the Proposed Transaction taking place, all issued and outstanding
RAP common shares will be consolidated on a 5:1 basis (the
"Consolidation"). The special meeting of the shareholders of RAP to
be held to approve the Consolidation and the Proposed Transaction,
among other matters, is scheduled to take place at 10:00 am on
November 29, 2011 at 333 Bay Street, Suite 2400, Bay Adelaide
Centre, Toronto, Ontario M5H 2T6. Completion of the Proposed
Transaction is subject to a number of conditions, including but not
limited to, TSX Venture Exchange (the "Exchange") acceptance.
There can be no assurance that the Proposed Transaction will be
completed as proposed or at all. Investors are cautioned
that, except as disclosed in the Information Circular of RAP filed
on SEDAR in connection with the Proposed Transaction and other
matters, any information released or received with respect to the
Proposed Transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of RAP 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.
Haywood Securities Inc., subject to completion of satisfactory due
diligence, has agreed to act as sponsor to Ferrum Americas in
connection with the Proposed Transaction. An agreement to sponsor
should not be construed as any assurance with respect to the merits
of the Proposed Transaction or the likelihood of completion. Notice
on forward-looking statements: This release includes
forward-looking statements regarding RAP, Ferrum Americas and their
respective businesses. Such statements are based on the
current expectations of the management of each entity. The
forward-looking events and circumstances discussed in this release,
including completion of the Proposed Transaction, may not occur and
could differ materially as a result of known and unknown risk
factors and uncertainties affecting the companies, including risks
regarding the mining industry, economic factors and the equity
markets generally. No forward-looking statement can be
guaranteed. Except as required by applicable securities laws,
forward-looking statements speak only as of the date on which they
are made and RAP and Ferrum Americas undertake no obligation to
publicly update or revise any forward-looking statement, 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. RAP Acquisition Corp. CONTACT: Ronald Schmeichel, Director
of RAP Acquisition Corp. at416-972-6574
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