VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 9, 2011) - Red Mile Minerals Corp. (TSX VENTURE:RDM) -
This news release, required by applicable Canadian laws, is not for distribution to U.S. news services or for dissemination in the United States and does not constitute an offer of the securities described herein. The securities proposed to be offered in the private placement 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 or to U.S. Persons absent registration or an applicable exemption from the registration requirements.
Red Mile Minerals Corp. ("Red Mile" or the "Company") is pleased to announce a brokered private placement of up to 3,600,000 Flow-Through Units at a price of $0.125 per "Flow-Through Unit" for gross proceeds of up to $450,000 and of up to 1,500,000 Non-Flow-Through Units at a price of $0.10 per "Non-Flow-Through Unit" for additional proceeds of up to $150,000. Each Flow-Through Unit will consist of one flow-through common share and one half of one transferable common share purchase warrant; one full warrant entitling the holder to subscribe for one additional common share at a price of $0.15 for a period of two years from closing. Each Non-Flow-Through Unit will consist of one common share and one half of one non-transferable common share purchase warrant entitling the holder to subscribe for one additional common share at a price of $0.15 for a period of two years from closing. Together, the Flow-Through Unit and Non-Flow-Through Unit offering represents "the Offering", which may close in tranches.
Proceeds received from the sale of Flow-Through Shares will be used to continue exploration activities primarily on the Company's Dorset property in Newfoundland, which expenses are Canadian exploration expenses ("Qualifying Expenditures") for tax purposes and will be renounced in favour of the subscribers for the Flow-Through Shares effective on or before December 31, 2011. Proceeds received from the sale of Non-Flow-Through Units are intended to be used for corporate purposes.
The Company will pay a finder's fee in respect of all, or part of, the Offering in cash, shares, warrants, units, or a combination thereof, as may be permitted by the applicable Securities Laws and the policies of the Exchange.
The Offering is subject to certain conditions including but not limited to the receipt of all required regulatory approvals and consents, including the approval of the TSX Venture Exchange. Closing of the Offering is expected on or about August 26, 2011. The securities of the Company issuable pursuant to the Offering will be subject to a Canadian hold period expiring four months and one day after the closing date.
About Red Mile Minerals
Red Mile Minerals is a tightly held mineral exploration company with a gold property along the prolific Destor-Porcupine gold-producing region in Ontario and the Dorset Property in Baie Verte, Newfoundland. Red Mile continues to seek additional mineral exploration opportunities where the company's exploration expertise and corporate share structure could substantially enhance shareholder value.
This press release contains forward-looking statements. More particularly, the press release contains forward-looking statements related to the anticipated closing of the Offering and the use of proceeds therefrom. The forward-looking statements contained in this document are based upon certain key expectations and assumptions made by Red Mile, including: expectations and assumptions concerning receipt of required regulatory approvals and the satisfaction of other conditions to the completion of and use of proceeds from the Offering. Although Red Mile believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Red Mile can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to obtain necessary regulatory approvals or satisfy the conditions to closing the Offering.
Additional information on these and other factors that could affect Red Mile's operations and financial results are included in reports, including Red Mile's quarterly and annual reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements contained in this document are made as of the date hereof and Red Mile undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
On behalf of the Board of Red Mile Minerals Corporation
John Hickey, President and CEO
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.