Red Rock Capital to Split Shares and Complete Private Placement
RED ROCK CAPITAL CORP.
Suite 2200, 885 West Georgia Street Vancouver, British Columbia V6C 3E8
NEWS RELEASE
RED ROCK CAPITAL TO SPLIT SHARES AND COMPLETE PRIVATE PLACEMENT
November 16th, 2017 – Vancouver, British Columbia – Red Rock Capital Corp. (the “Company”) announces that it’s board of directors has elected to terminate the letter of intent with Electric Metals Corp. (“Electric Metals”) announced on October 16th. While the board will continue with its review of potential “qualifying transactions” for the Company, it does not intend to pursue a transaction with Electric Metals at this time.
As part of its efforts to arrange a “qualifying transaction”, the board of directors has also approved a forward share split on the basis of 2.33 common shares for every 1 common share currently outstanding. The board is of the view that the share split will provide a more attractive capital structure for potential transactions. Following completion of the share split, the Company will have approximately 24,931,000 common shares outstanding.
Completion of the share split remains subject to the approval of the TSX Venture Exchange. The Company will issue a further news release once such approval has been obtained and a record date determined for the share split.
Following completion of the share split, the Company intends to undertake a private placement of up to 6,363,636 common shares at a post-share split price of $0.11 per share, for gross proceeds of up to $700,000. The Company intends to utilize the proceeds of the private placement to retire existing trading payables, to ensure the Company remains current in its continuous disclosure obligations and for ongoing due diligence of prospective “qualifying transactions”.
In connection with the private placement, the Company may pay finders’ fees to eligible parties who introduce subscribers to the Company. All securities to be issued in the private placement will be subject to a four-month-and-one-day statutory hold period. Completion of the private placement remains subject to the approval of the TSX Venture Exchange.
Following completion of the share split, the Company also intends to grant 200,000 incentive stock options to the Chief Executive Officer of the Company. Each option will be exercisable at a post-share split price of $0.15 per share for a period of thirty-six months.
For further information, contact Richard Grayston at [email protected].
On behalf of the Board,
Red Rock Capital Corp.
Richard Grayston, Chief Executive Officer
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.
This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When or if used in this news
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release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to proposed financing activity, regulatory or government requirements or approvals, the reliability of third party information and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.