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Gold/Mining/Energy : Rock Resources -- Ignore unavailable to you. Want to Upgrade?

To: the Chief who wrote (1317)	10/12/1999 8:06:00 PM
From: kidl	Read Replies (2) \| Respond to of 1996

Rock arranges $1.8-million financing Rock Resources Inc RKR Shares issued 21,543,508 Oct 12 close $0.21 Tue 12 Oct 99 News Release Mr. Thomas Kennedy reports Rock Resources Inc. has entered into an agreement to raise up to $1.8-million on a best efforts basis by way of convertible debentures and loans from overseas investors. Up to $1.2-million will be used for exploration and development of Rock's Chilean copper-gold project and for general working capital. Up to $600,000 will be used by Rock to pay for the legal and associated costs of Rock's Supreme court of British Columbia action against the provincial government for damages resulting from the government's seizure of Rock's Amber claims in 1995. These claims were expropriated without any form of compensation whatsoever. Financing will consist of $1.2-million of five-year 10 per cent convertible redeemable debentures, redeemable at Rock's option with interest payable quarterly. Convertible debenture holders may convert, in whole or in part, to common shares at 50 cents per share rising by scale annually to $1.50 per share. At the end of the five-year, Rock itself may convert any debentures remaining outstanding at the lowest price permissible by the Vancouver Stock Exchange. Attached to the debentures will be share purchase warrants on the basis of one warrant for each $1 advanced under the debenture loan. Each warrant will entitle a debenture holder to acquire a further share at 50 cents prior to the first anniversary of the closing of the financing and at 75 cents prior to the second anniversary of the closing of the financing. The financing will also be comprised in part of a non-recourse loan facility of up to $600,000 from an offshore corporation. Upon repayment of the loan, Rock will acquire the shares of the offshore corporation for $600,000 plus an amount equal to 10 per cent of any compensation that Rock may receive for the expropriation of the Amber claims. Repayment of the loan facility and purchase of the shares of the offshore corporation will only occur if Rock receives compensation from the provincial government in an amount sufficient to discharge its loan and share purchase obligations. Bonus shares will also be issued in consideration for the loan facility to the maximum amount allowable by the Vancouver Stock Exchange. Rock's management anticipates an ultimately successful conclusion to its case against the government. Rock has advised the government that it is claiming at least $15-million based on an economic valuation report which estimated the gross value of the resources at $7.8-million plus interest, lost opportunity costs and punitive damages which Rock feels is justified given the government's conduct to date. Management continues its exploration efforts in its planned Millenium discovery drill program and hopes to identify a world-class gold-rich copper deposit in Chile. Rock has entered into a separate agreement to pay a European corporate advisory company a fee of 40,000 Swiss francs in connection with the intended offering. A finder's fee will also be payable on closing of the financing. All of the foregoing matters are subject to all necessary regulatory approvals. (c) Copyright 1999 Canjex Publishing Ltd. canada-stockwatch.com