Vaudreuil-Dorion (Quebec), November 29, 2013 -
Rocmec Mining inc. (the
"Corporation" or "Rocmec") (TSX-V Symbol: RMI), is pleased to welcome a new control person
amongst its shareholders, 8431469 Canada inc., also conducting its business
in Canada under the
name Nippon Dragon ("Nippon Dragon"). Nippon
Dragon's investments in Rocmec to date consist of a private
placement of shares and warrants in consideration of $300,000
announced on May 27th,
2013 as well as a convertible debenture in the principal amount of
$255,000 announced on October 23rd, 2013.
Nippon Dragon is a
newly-incorporated company wholly owned by Mr. Yong Nam Kim, the
Chief Executive Officer of ES Plus, an East-Asian information
technology company. Mr. Kim incorporated Nippon Dragon as a vehicle
through which he intends to acquire promising Canadian mining
projects, with an environmentally-minded approach that relies on
the latest technology.
Rocmec's President
and CEO Mr. Andre Savard states, "Having worked closely with Mr.
Kim and his Nippon Dragon team over the last
few months, we are absolutely delighted to welcome Mr. Kim as a new
major investor. Their business acumen
will be a major asset in advancing Rocmec's
development, both in maintaining its current strengths and reaching
new heights. Rocmec's primary goal remains the creation of
shareholder value.
As a result of this
new partnership, management announces that the proposed reverse
takeover (RTO) in its current form, details of which were publicly
announced by way of a press release dated May 23rd, 2013, has been cancelled. As a result
of this decision, it was agreed to proceed immediately with the
preparation of Rocmec's Annual and Special Meeting to be held on
December 18th, 2013.
Documentation pertaining to the meeting will be mailed to
shareholders in the coming days.
Items to be voted
upon by shareholders include: election of directors to the
Corporation's board of directors, appointment of the Corporation's
auditors, resolution for the creation of a new control person,
resolution for the issuance of stock options under the
Corporation's stock option plan and a resolution to change the
Corporation's name from Rocmec Mining Inc. to Nippon Dragon
Resources Inc.
As a result of the
termination of the proposed RTO, it is expected that the trading of
the common shares of the Corporation on the TSX Venture Exchange
shall resume on or about December 3, 2013.
Furthermore, subject
to the approval of the TSX Venture Exchange, the Corporation also
announces that it has closed a new private placement with Nippon
Dragon in the form of a convertible debenture totaling $403,731,
the terms and conditions of which are identical to the debenture
announced by way of a press release dated October
23rd, 2013,
being:
The convertible
debenture has a term of five (5) years, maturing on November
25th, 2018 and the
conversion terms are subject to the highest rate of following two
possibilities:
-The market price, as defined as the
total value of the shares traded over the first five trading days
following the resumption of trading divided by the total volume
over this same period; or
- $0.05 per share following the
resumption date of trading within the first year following the
issuance of the debenture, and $0.10 over the remaining period
through to the maturity date of the debenture.
- The debenture
conversion is conditional to positive background checks for
Insiders and Principals of 8431469 Canada inc. as well as the
disinterested shareholder approval as it relates to the creation of
a new control shareholder.
The debenture bears an interest rate
of 5% per year and no commissions were paid for the financing. The
funds raised will be used for general working capital purposes of
the Corporation.
Nippon Dragon currently holds
6,000,000 common shares of Rocmec, representing approximately
11.16% of the currently-outstanding total. However, Nippon Dragon
exercises control or direction over only 4,500,000 of those shares
(representing 8.37%), pending receipt of the TSX Venture Exchange's
approval of Nippon Dragon as an insider of Rocmec. Upon conversion
of its debentures and assuming a conversion price of $0.05, Nippon
Dragon would hold 28.66% of the total number of outstanding common
shares of Rocmec.
Rocmec Mining
Inc. is active in the exploration
and the development of gold resources in Quebec and Peru. The
Corporation holds a gold property with resources
recognised in accordance with NI43-101, a modular treatment
plant and also an exclusive license for the thermal
fragmentation mining method for exploiting narrow-vein ore
deposits.
The
company's growth strategy is based on:
-
--
The development of its gold deposits with the objective of
producing revenue from its operations;
--
Increasing the value of its mining assets by prioritizing the
exploration targets; and
--
The commercialisation and employment of its thermal fragmentation
technology.
For
additional information:
John
Stella, Investor
relations (514)
718-7976 jstella@rocmec.com
Andre
Savard, President &
CEO (450)
510-4442 asavard@rocmec.com
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 press release includes certain
statements that may be deemed "forward-looking statements". All
statements in this release, other than statements of historical
facts, that address future exploration drilling, exploration and
production activities and events or developments that the
Corporation expects, are forward looking statements. Although the
Corporation believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results or developments may differ materially from those in
forward-looking statements. Factors that could cause actual results
to differ materially from those in forward looking statements
include market prices, exploitation and exploration successes,
continued availability of capital and financing, and general
economic, market or business conditions.
Corporation Miniere ROCMEC Mining
Inc. 162 Saint-Charles, Vaudreuil-Dorion, Qc., J7V 2L1
Tel: (450) 510-4442 www.rocmec.com
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