RPT RESOURCES LTD. ANNOUNCES TERMS OF FINANCING
December 16 2010 - 6:34PM
PR Newswire (Canada)
VANCOUVER, Dec. 16 /CNW/ -- /THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES./ VANCOUVER, Dec. 16 /CNW/ - RPT Resources Ltd.
("RPT") (TSXV: RPT) is pleased to announce that, based on the
successful results of its previously announced overnight marketed
offering of subscription receipts ("Subscription Receipts"), the
Corporation has entered into of an agreement with a syndicate of
agents led by Raymond James Ltd. and including Canaccord Genuity
Corp. (the "Agents") setting out the terms of the offering. The
Corporation has agreed to issue on a private placement agency
basis, up to 207,693,000 Subscription Receipts at a price of $0.13
per Subscription Receipt for aggregate gross proceeds of up to
$27,000,090 (the "Offering"). The Corporation has also
granted the Agents an option (the "Agents' Option") to increase the
size of the Offering by up to an additional 20,769,300 Subscription
Receipts, or $2,700,009, on the same terms as the Offering.
The Agents' Option is exercisable in whole or in part at any time
up to 48 hours prior to the closing date of the Offering. Each
Subscription Receipt will represent 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 date of the Offering. RPT intends to
use the net proceeds of the Offering to fund the exploration and
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 will be 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 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. Closing of the Offering is now expected to occur on
or about January 11, 2011 and is subject to receipt of all
necessary regulatory approvals, including the approval of the TSX
Venture Exchange. Reader Advisory Investors are cautioned that,
except as disclosed in the Management Information Circular 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 RPT should be considered highly speculative. Trading
of the common shares of RPT will remain halted pending receipt and
review by the TSX Venture Exchange of acceptable documentation
regarding the combined entity following completion of the
Transaction. The proposed Transaction has not been approved
by the TSX Venture Exchange and remains subject to TSX Venture
Exchange approval. Completion of the Transaction is subject to a
number of conditions, including but not limited to, TSX Venture
Exchange acceptance. The Transaction cannot close until the
required approvals are obtained. There can be no assurance
that this Transaction will be completed as proposed or at all.
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,
statements with respect to the terms and pricing of the Offering,
the use of the net proceeds of the Offering, the entering into of
the transaction and financing documents and the terms and
conditions thereof, the timing and completion of the Offering and
the Transaction, and the satisfaction of the conditions precedent
to the Transaction (including receipt of TSX Venture Exchange
approval). 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. 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. 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. To view this news release in HTML
formatting, please use the following URL:
http://www.newswire.ca/en/releases/archive/December2010/16/c6104.html
pRPT Resources Ltd.br/ Michelle Gahagan, Presidentbr/ T: (604)
639-4459/p
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