Please find below a press release issued today by Rocmec Mining Inc. as regards Globex's Rocmec 1 ( Russian Kid) gold mine ROYALTY property. Globex retains a 5% Gross Metal Royalty on the first 25,000 ounces of gold produced and a 3% Gross Metal Royalty thereafter.
Jack
Globex Mining Enterprises Inc.
GMX Toronto Stock Exchange . GLBXF OTCQX International . G1M Frankfurt Stock Exchange
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2012-10-24 13:15 ET - News Release
Mr. Andre Savard reports
ROCMEC ENTERED INTO A MEMORANDUM OF UNDERSTANDING IN CONNECTION WITH ITS ROCMEC 1 PROPERTY
Rocmec Mining Inc. has entered into a memorandum of understanding with Shamrock One Capital LLC, an arm's-length party to the corporation, pursuant to which Shamrock will grant the corporation a $26-million non-interest-bearing loan in exchange for a 49-per-cent interest in the corporation's Rocmec 1 property, under the following terms and conditions:
-Shamrock will make cash advances totalling $26,000,000 pursuant to the following schedule: (i) a sum of $2,000,000 on November 15, 2012, (ii) a sum of $14,000,000 on December 15, 2012 and (iii) a sum of $10,000,000 on January 15, 2013;
-The amount of $26,000,000 described above will be disbursed into a joint venture corporation (the "Joint Venture Corporation") to be formed by the Corporation and Shamrock, and the Corporation will convey its interest in the Rocmec 1 property to the Joint Venture Corporation;
-The advances totalling $26,000,000 will be used for the exploration and development of the Rocmec 1 property, the intention being to bring such property into commercial production;
-The Corporation will hold 51% of the issued and outstanding shares of the Joint Venture Corporation and Shamrock will hold the remaining 49%;
-There will be four seats on the board of directors of the Joint Venture Corporation, with Shamrock having the right to designate two members of such board and the Corporation having the right to designate the other two members of the board;
-Rocmec will be the joint venture operator and manager of the Rocmec 1 property;
-Shamrock will have a right of first refusal over the remaining 51% interest held by the Corporation in the Rocmec 1 property;
-The $26,000,000 loan will be repaid to Shamrock under a divided income stream of 70% to Shamrock and 30% to the Corporation, and such repayment will begin with the initial sales of ore extracted from the Rocmec 1 property and will continue with each subsequent sale until Shamrock will be fully repaid;
-Such repayment obligations will be subject upon the Rocmec 1 property generating revenues;
-After repayment in full to Shamrock, all income generated from the Rocmec 1 property will be divided among the Corporation and Shamrock in the proportions of 51% and 49%, respectively; and
-The closing of the transaction will be conditional upon Shamrock completing and being satisfied with a due diligence program to be conducted before the execution of a definitive agreement between the Corporation and Shamrock in connection with the proposed transaction.
The Rocmec 1 property is located in the Dasserat Township, Province of Quebec on the shores of the Labyrinthe Lake and covers approximately 2171 hectares. It is approximately 35.4 kilometres west of the town of Rouyn-Noranda and is easily accessible from Route 117 and the frontier gravel road separating Quebec and Ontario and a secondary gravel road to the site. The property includes a 100 metres deep two compartment shaft and a 844 metres decline allowing access to five levels (50, 70, 90,110 and 130 metres). On these levels a total of 1700 metres (drifts and cross-cut drift) were driven. Rocmec conducted several diamond drill campaigns on the Rocmec 1 property over the past years. All of the diamond drill campaigns were designed and carried out following the reasoning of "drill for structure and drift for grade". A NI 43-101 compliant technical report was prepared in connection with the Rocmec 1 property by Systeme Geostat International Inc. Such technical report, which is entitled "Technical Report, Resource Update, Rocmec 1 Mineral Deposit, Abitibi West, Quebec, Canada for Rocmec Mining Inc.", is dated May 25, 2010 and was filed by the Corporation on the SEDAR database on June 1, 2010. The results were prepared with a cut-off grade of 3 g/t, an industry standard, and delineated measured and indicated resources of 119,500 ounces and inferred resources of 359,600 gold ounces.
Rocmec 1 Mineral Deposit - Classified Global Resources at 3 g/t Au Cut-off ------------------------------------------------------------------------------ |Vein/Structure|Classification|Tonnage|Au |Oz |Average |Volume|Surface| | | | | | |Thickness| | | |----------------------------------------------------------------------------| | | | |(g/t)|(31.103|(m) |(m3) |(m2) | | | | | |g) | | | | |Total | | | | | | | | | |-------------------------------------------------------------| | |Measured |124 |6.95 |27 900 |0.77 |46 |60 300 | | | |800 | | | |200 | | | |-------------------------------------------------------------| | |Indicated |445 |6.40 |91 600 |0.65 |165 |255 | | | |400 | | | |000 |000 | | |-------------------------------------------------------------| | |Total |570 |6.52 |119 |0.67 |211 |315 | | | |300 | |500 | |200 |300 | | |-------------------------------------------------------------| | |Inferred |1 512 |7.40 |359 |0.75 |560 |749 | | | |400 | |600 | |100 |900 | ------------------------------------------------------------------------------The Corporation will issue a further news release when a definitive agreement in connection with the proposed transaction has been signed by the Corporation and Shamrock. The proposed transaction is subject to the approval of the TSX Venture Exchange.
Rocmec is also pleased to announce that it has closed a private placement for total gross proceeds of $25,000. Pursuant to such private placement, the Corporation issued 227,275 units at a price of $0.11 per unit; each unit being composed of one common share and one common share purchase warrant of the Corporation. Each common share purchase warrant entitles its holder thereof to purchase one additional common share of the Corporation at a price of $0.15 per common share for a period of 18 months from the date of issuance.
The above-mentioned common shares and common share purchase warrants are subject to a four month and one-day hold period from the date of issuance, expiring on February 25th, 2013.
The proceeds from the private placement will be used to pay the due diligence program to be conducted by Shamrock, as described above.
It is an officer of the Corporation that subscribed for the 227,275 units under the private placement (the "Insider Participation"), constituting a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Insider Participation is exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 based on that neither the fair market value of such Insider Participation nor the consideration paid by such person exceeds 25% of Rocmec's market capitalization. Rocmec has not filed a material change report 21 days prior to the closing of the private placement as participation of the insider had not been established at that time.
We seek Safe Harbor. |
