VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct 22, 2014) - Rockland Minerals Corp. (the "Company" or "Rockland") (TSX VENTURE:RL) is pleased to announce it intends to undertake a non-brokered private placement financing of up to $850,000 (the "Private Placement").
The Private Placement consists of the issuance of up to 17 million flow-through units of the Company ("FT Unit"), at $0.05 per FT Unit, with each FT Unit consisting of one (1) common share issued on a flow-through basis within the meaning of the Income Tax Act (Canada) and one-half of one (1) non-transferrable Warrant. Each whole Warrant will be exercisable at $0.10 into one (1) additional common share for a period of 12 months after the closing.
A finder's fee of either cash and/or common shares and warrants (the "Finder's Warrants") equal to 8% may be paid in connection with the private placement offering. Each Finder's Warrant will entitle the finder to purchase a non-flow-through common share at a price of $0.10 per share for a period of 12 months from the closing date of the private placement.
Mr. Ned Goodman intends to participate for $700,000 of the offering and as a result will be considered a 'Control Person' as defined by the policies of the TSX Venture Exchange ("the Exchange"). At the request of Mr. Ned Goodman, the Company intends to approve the creation of a new "Control Person" by way of consent resolution of shareholders holding more than 50% of common shares of the Company (pursuant to Policy 4.1 of the Exchange). Assuming the offering is fully subscribed, Mr. Goodman's common share position would be 23.27% on an undiluted basis and 30.58% on a diluted basis.
All of the securities issued pursuant to the Private Placement will be subject to a restricted period of four months and one day from the date of closing. The Company may close the Private Placement in one or more tranches and anticipates closing of the placement will take place before October 30, 2014.
Rockland intends to use the proceeds from the Private Placement for its exploration on its Quebec properties. The Private Placement is subject to approval from the Exchange.
On behalf of the Board of Directors
Rav Mlait, President and CEO
Rockland Minerals Corp.
Statements in this press release regarding the Company which are not historical facts are "forward-looking statements" that involve risks and uncertainties. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations and includes the statements with respect to the proposed Private Placement, the Closing thereof, the anticipated closing dates of the tranches and the Company's intention with respect to the use of proceeds from the Private Placement. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing may not occur for any reason. Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the inability of the parties to consummate the Private Placement or to finalize an agency agreement for any reason; (ii) a change in market conditions; and (iii) the refusal of the TSXV to accept the proposed transaction for any reason whatsoever. Except as required by law, the Company does not intend to update any changes to such statements.
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.