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NOT FOR DISSEMINATION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
November 12, 2008 - Vancouver, British Columbia - Redcorp Ventures Ltd. (TSX:RDV) ("Redcorp" or the "Company") is pleased to announce that it has obtained a receipt for its final short form prospectus dated November 7, 2008 (the "Prospectus") filed with the securities commissions in the provinces of British Columbia, Alberta, Manitoba and Ontario in connection with the distribution of an aggregate of up to 141,975 net smelter royalty interests (the "NSR Interests") and up to 109,462,725 common share purchase warrants of the Company (the "Warrants") issuable to holders (collectively, the "Noteholders") of the Company's 13% senior secured $1,000 principal amount Series D notes (the "Notes").
The NSR Interests and the Warrants are being issued to Noteholders as consideration for the Noteholders' consent to certain amendments to the original note indenture dated July 10, 2007 governing the Notes. The amendments were effected pursuant to the terms of an amended and restated note indenture (the "Amended and Restated Note Indenture") dated October 15, 2008 and filed on SEDAR on October 23, 2008.
NSR Interests
Each NSR Interest will entitle the holder thereof, for no additional consideration, to a pro rata interest in a 2.5% net smelter royalty (the "NSR") on production from the Company's Tulsequah Project, subject to adjustment in certain events. A holder's pro rata interest in the NSR at any time will be equal to the percentage obtained by dividing the total number of NSR Interests held by such holder at such time by 141,975. The NSR Interests will be issued under an indenture dated October 15, 2008 available on SEDAR.
Warrants
Each Warrant will be exercisable to purchase one common share of the Company (a "Warrant Share") at a price of $0.09876 per Warrant Share for a period of three years from November 21, 2008. The Warrants will be issued under an indenture dated October 15, 2008 available on SEDAR.
Mechanics of Issuance
Subject to the availability of prospectus and registration exemptions in certain circumstances, the NSR Interests and the Warrants will be issued to beneficial Noteholders of record as of the close of business on November 21, 2008. The Company will issue one NSR Interest and 701 Warrants for each $1,000 principal amount of Notes outstanding. The Notes will commence trading without any entitlement to receive NSR Interests or Warrants on November 19, 2008.
Note Trading
Redcorp reminds Noteholders that as of October 24, 2008 the Notes began trading on an interest flat basis. The Notes trade such that the holder of the Notes as of the interest payment record date will be entitled to the full semi-annual interest payment (and not a pro rata portion to the extent that holder held the Notes for less than the full six months). Accordingly, the buyers and sellers of the Notes must include any accrued interest in their bid and ask prices, together with the principal portion of the Notes. The interest will include both the 13% interest rate and the incremental 2.5% interest described in the Amended and Restated Note Indenture. The TSX will not report accrued interest in regard to any trade in the Notes made through the facilities of the TSX.
Redcorp is a Vancouver based mineral exploration and development company with active projects in British Columbia, Canada and Portugal. Further information on Redcorp and the Tulsequah Project can be obtained on our 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 or Salina Landstad, Manager of Public Relations at the contact numbers listed below.
ON BEHALF OF THE BOARD OF DIRECTORS OF REDCORP VENTURES LTD.
"Terence Chandler"
Terence Chandler
President and CEO
Contacts:
Troy Winsor
Manager, Investor Relations
604-466-8934 / 1-888-225-9662
Salina Landstad
Manager, Public Relations & Corporate Communications
604-639-0135 / 1-888-669-4775 ext. 103
Certain of the statements made and information contained herein may contain "forward-looking information" within the meaning of the British Columbia Securities Act, Alberta Securities Act and Ontario Securities Act or "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 of the United States, including, without limitation, statements concerning the Company's plans at its Tulsequah Project and other mineral properties and the Company's revised economic evaluation of the Tulsequah Project, which involve known and unknown risks, uncertainties and other factors, some of which are beyond the Company's control which may cause the actual results, performance or achievements of the Company, or industry results and/or consensus metal prices, to be materially different from any future results, metal prices, performance or achievements expressed or implied by such forward-looking information or forward-looking statements. Forward-looking information and forward-looking statements are 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 or forward-looking statements, including, without limitation, material factors and assumptions relating to, and risks and uncertainties associated with, the ultimate recovery, if any, of the Company's investment in ABCP that has since August 2007 been the subject of a liquidity restructuring plan proposed by the Pan Canadian Committee representing the Montreal Accord and sanctioned on August 18, 2008 by the Ontario Court of Appeal pursuant to section 6 of the Companies' Creditors Arrangement Act (leave to appeal to the Supreme Court of Canada was refused on September 19, 2008) and expected to be finalized and distributed on or before the end of November 2008, risks relating to the availability of financing for activities when required and on acceptable terms, risks relating to the non-completion of the Company's gold sale agreement, the MRI contingency loan, or the HSBC Bank Canada loan facilities, 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, the achievement and maintenance of planned production rates, the accuracy of component costs of capital and operating cost estimates, current and future environmental and regulatory requirements, favourable governmental relations, the availability of permits and the timeliness of the permitting process, the availability of shipping services, the availability of specialized vehicles and similar equipment, costs of remediation and mitigation, maintenance of title to the Company's mineral properties, industrial accidents, equipment breakdowns, contractor's costs, remote site transportation costs, materials costs for remediation, labour disputes, the potential for delays in exploration or development activities, timely completion of future NI 43-101 compliant reports, timely completion of future feasibility studies, the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, continuing global demand for base metals, the fact that the 2007 Feasibility Study is based upon probable mineral reserves and not proven mineral reserves, expectations and beliefs of management and other risks and uncertainties, including those described under "Risk Factors" in the Annual Information Form of the Company filed on SEDAR on March 31, 2008, and in each subsequent management's discussion and analysis. Forward-looking information and forward-looking statements for time periods subsequent to 2008 involve longer term assumptions and estimates than forward-looking information and forward-looking statements for 2008 and are consequently subject to greater uncertainty. 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 information or forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking information or forward-looking statements. When used herein, the words "anticipate", "believe", "estimate" and "expect" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking information or forward-looking statements relating to the business and affairs of the Company. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise. |