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Friday, 05/25/2007 8:21:25 PM

Friday, May 25, 2007 8:21:25 PM

Post# of 1082
Redcorp Ventures Ltd.: Preliminary Short Form Prospectus for Up to $240,000,000 Debt and Equity Offering

17:51 EDT Friday, May 25, 2007

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VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - May 25, 2007) -

NOT FOR DISSEMINATION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

REDCORP VENTURES LTD. (TSX:RDV) (the "Company" or "Redcorp") announced today that it has obtained a receipt for a preliminary short form prospectus dated May 25, 2007, filed in the Provinces of British Columbia, Alberta, Manitoba and Ontario, in respect of an offering (the "Offering") of series D subscription receipts (the "Series D Receipts") and series E subscription receipts (the "Series E Receipts") for total gross proceeds of up to $240,000,000.

The net proceeds of the Offering will be used for development and construction through to production of the Tulsequah Project, owned 100% by Redfern Resources Ltd. ("Redfern"), Redcorp's wholly-owned subsidiary, and for exploration and working capital. The Tulsequah Project is focused on the construction of a new mine at the Tulsequah Chief deposit in northwest British Columbia to produce zinc, copper and lead concentrates with significant gold and silver by-products. The mine requires a pre-start-up capital investment of $201.5 million as more fully detailed in the Company's news release of January 29, 2007 concerning the results of the Feasibility Study conducted by Wardrop Engineering Inc.

Each Series D Receipt will be exercisable, for no additional consideration, into one unit of the Company, each unit to be comprised of a secured redeemable $1,000 principal amount series D note (a "Note") and a number of common shares of the Company (the "Shares") to be determined. The Notes will bear interest at a rate per year to be determined, payable semi-annually and will mature in five years. The Notes will be direct secured obligations of the Company ranking equal or senior to all existing and future indebtedness and will be secured by way of a share pledge in respect of the common shares of Redfern and Redcorp Empreendimentos Mineiros Unipessoal Lta., Redcorp's wholly-owned Portuguese subsidiary, such common shares held by the Company in favour of the holders of the Notes.

Each Series E Receipt will be exercisable, for no additional consideration, into one unit of the Company, each unit to be comprised of one common share and one-half of one common share purchase warrant of the Company. Each whole warrant (a "Warrant") will be exercisable to purchase one common share of the Company for a period of 24 months after the closing of the Offering, subject to the right of the Company to accelerate the expiry date of the Warrants after the first anniversary of the closing in certain circumstances based on the volume weighted trading price of the common shares of the Company on the Toronto Stock Exchange (the "TSX").

The Offering will be conducted on a best efforts agency basis. Paradigm Capital Inc. will act as lead agent of a syndicate of agents that includes Canaccord Capital Corporation, Dundee Securities Corporation, Octagan Capital Corporation, Blackmont Capital Inc. and MGI Securities Inc. (collectively the "Agents"). The Agents will be granted an option to sell such number of additional Series D Receipts and Series E Receipts (collectively, the "Additional Receipts") as is equal to 15% of the total number of Series D Receipts and Series E Receipts sold under the Offering, which option is exercisable, in whole or in part, at any time on or before the day prior to the closing.

In consideration of the services performed by the Agents in connection with the Offering, the Agents will receive a cash commission equal to 5.75% of the gross proceeds realized from the sale of the Series E Receipts and 4.25% of the gross proceeds realized from the sale of the Series D Receipts and corresponding amounts from the gross proceeds realized from the sale of any Additional Receipts (the "Agents' Fee") and such number of compensation options (the "Compensation Options") as is equal to 2% of the total gross proceeds of the Offering divided by the issue price of the Series E Units. Each Compensation Option will be exercisable to purchase one common share of the Company for a period of 24 months after the closing date at the issue price of the Series E Receipts.

To ensure that the Company is able to meet its interest payment obligations under the Series D Notes to December 1, 2008, an amount of the gross proceeds of the Offering equal to the first three interest payments payable under the Notes (the "Interest Escrow Amount") will be deposited in escrow on the closing date. In addition, the gross proceeds of the Offering less: (a) $50 million of the gross proceeds, as split between the Series D Receipts and Series E Receipts sold under the Offering; (b) one-quarter of the Agents' Fee and all of the Agents' expenses payable by the Company to the Agents; and (c) the Interest Escrow Amount (collectively, the "Escrowed Funds") will be deposited in escrow and will be released to the Company and the balance of the Agents' Fee released to the Agents upon satisfaction of certain conditions. In the event that such conditions are not satisfied on or before 5:00 p.m. (Toronto time) on the date that is 90 days following the closing date, the holders of Series D Receipts and Series E Receipts shall receive their pro rata portion of the Escrowed Funds (plus accrued interest thereon), and the Company shall redeem and cancel such number of Series D Receipts and Series E Receipts as may be redeemed at a redemption price equal to the issue price thereof through payment of the Escrowed Funds. The balance of the Series D Receipts and Series E Receipts then outstanding shall be deemed exercised, with no further action on the part of the holder thereof, into Shares, Warrants and Series D Notes, as the case may be.

The amount and issue price of the Series D Receipts and the Series E Receipts, the number of common shares of the Company issuable upon exercise of the Series D Receipts and the exercise price of the Warrants will be determined at the time of filing the final short form prospectus in the context of the market. The Offering is subject to certain conditions including, but not limited to, the receipt of all regulatory approvals including the TSX.

Redcorp is a Vancouver-based mineral exploration and development company with active projects in British Columbia and Portugal. Further information on Redcorp and the Tulsequah Project can be obtained on the Company's website at www.redcorp-ventures.com and at Redfern's website at www.redfern.bc.ca or by calling toll-free to Troy Winsor, Manager of Investor Relations of the Company, at 1-888-225-9662.

ON BEHALF OF THE BOARD OF DIRECTORS OF REDCORP VENTURES LTD.

Terence Chandler, President

Certain of the statements made and information contained herein is "forward-looking information" within the meaning of the Securities Act. (Ontario) and the Securities Act (Alberta). This includes statements concerning the Company's plans at its Tulsequah Project and other mineral properties, which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information is subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, the availability of financing for activities, risks and uncertainties relating to the interpretation of drill results and the estimation of mineral resources and reserves, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, metal price fluctuations, environmental and regulatory requirements, availability of permits, escalating costs of remediation and mitigation, risk of title loss, the effects of accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in exploration or development, the potential for delays in exploration or development activities or the completion of feasibility studies, the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, expectations and beliefs of management and other risks and uncertainties, including those described under Risk Factors Relating to the Company's Business in the Company's Annual Information Form and in each management discussion and analysis. In addition, forward-looking information is based on various assumptions including, without limitation, contractor's costs, remote site transportation costs and materials costs for future remediation. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

News Release 07-22

FOR FURTHER INFORMATION PLEASE CONTACT:

Redcorp Ventures Ltd.
Troy Winsor
Manager of Investor Relations
1-888-225-9662

Website: www.redcorp-ventures.com / www.redfern.bc.ca

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