RAP Acquisition Corp. and Ferrum Americas Mining Inc. announce updates to the proposed transaction

TORONTO, Aug. 15, 2011 /CNW/ -- 
TORONTO, Aug. 15, 2011 /CNW/ - On Friday, August 12, 2011, RAP Acquisition Corp. ("RAP" NEX: RAP.H)
 entered into an amendment to the letter of intent dated April 11, 2011
 with Ferrum Americas Mining Inc. ("Ferrum Americas") and the principals
 thereof (the "Principals"), Nick Tintor and Laurence Curtis, both
 resident of Ontario, pursuant to which Ferrum Americas will complete a
 going public transaction (the "Proposed Transaction") by way of an
 amalgamation with RAP (the "Amalgamation"). In the amendment, the
 parties confirmed (i) that the Proposed Transaction is valued at over
 $11,362,500; (ii) the consolidation and split ratios set out below;
 (iii) the dates for completion of certain transaction steps; and (iv)
 that the Private Placement (as defined below) will be for up to $4
 million rather than the previously announced $10 million. The parties
 intend to close the Proposed Transaction on or before November 30,
 2011. Unless otherwise noted, all dollar amounts are in Canadian
 dollars.


Description of Ferrum Americas


Ferrum Americas is a federally incorporated iron ore mineral exploration
 company with properties in Bolivia.  Nick Tintor, director of Ferrum
 Americas, has entered into two joint ventures (both in trust for Ferrum
 Americas or a Bolivian subsidiary to be incorporated) with private
 Bolivian corporations to earn up to a 98% interest in an iron project
 in Bolivia known as Cerro Rojo (the "Cerro Rojo Project"), which
 consists of four mineral concessions. The concessions cover a portion
 of the Cerro Rojo iron range which is a 19 kilometre discontinuous
 banded iron formation close to the Mutún iron deposit in southeastern
 Bolivia.  Cerro Rojo is located approximately 50 kilometres west of the
 city of Puerto Suarez located on the Paraguay-Parana River, also known
 as the Hidrovia. All of the concessions under option host banded iron
 formations of unknown quantity and grade. The Mutún iron range is
 currently under active development by an Indian steel company, Jindal
 Steel Bolivia, in joint venture with the Bolivian Government.  Very
 limited past exploration has been carried out on these concessions,
 including a preliminary reconnaissance program completed by Rio Tinto
 in 1999.


Description of RAP


RAP's current business is the identification and evaluation of assets or
 businesses with a view to completing a business combination. RAP
 Acquisition Corp. was incorporated on January 19, 2006. On June 1,
 2007, a subsidiary of RAP merged with and into Rapid Refill Corp., a
 company that sold franchises to operate stores in the refilled inkjet
 and laser toner cartridge industry. As a result, Rapid Refill Corp. was
 the sole operating subsidiary of RAP. The transaction resulted in a
 reverse takeover of the Issuer and was the Qualifying Transaction (as
 defined in Exchange Policy 2.4) of RAP. On June 17, 2010, RAP sold of
 all of the issued and outstanding shares of Rapid Refill Corp., its
 sole operating subsidiary, to Block Capital Partners LLC. Following
 this transaction, RAP remained a reporting issuer but no longer had an
 operating business.


Details of the Proposed Transaction


Upon execution of the letter of intent with respect to the Proposed
 Transaction, RAP paid a deposit of $25,000 to Ferrum Americas (with an
 additional deposit of $50,000 due). The deposits are non-refundable
 other than in limited circumstances.


Prior to the Amalgamation and subject to shareholder approval, RAP
 intends to consolidate its existing share capital on a 5 for one basis
 and Ferrum Americas intends to split its existing share capital on a
 one for 4.5 basis.


In connection with the Proposed Transaction, Ferrum Americas intends to
 complete a non-brokered private placement financing of up to 8,000,000
 subscription receipts priced at $0.50 per subscription receipt (each
 exchangeable immediately prior to the Amalgamation for one Ferrum
 Americas common share (on a post-split basis) and one Ferrum Americas
 warrant) for approximately $4 million (the "Private Placement").  Each
 Ferrum Americas warrant will be exercisable for a period of 24 months
 from the closing date of the Private Placement to purchase one Ferrum
 Americas common share at a price of $1.00, subject to acceleration if
 the Ferrum Americas common shares (or the securities of the issuer
 resulting from the Amalgamation) trade at or in excess of $1.50 for 10
 consecutive trading days.


It is expected that at the effective time of the Amalgamation:





          (a)      the name of the company resulting from the
                   Amalgamation (the "Resulting Issuer") will be Ferrum
                   Americas Mining Inc.;

          (b)      each outstanding Ferrum Americas common share will
                   become one (1) common share (a "Resulting Issuer
                   Share") in the capital of the Resulting Issuer;

          (c)      each outstanding RAP common share will become one
                   (1) Resulting Issuer Share; and

          (d)      subject to all required regulatory approvals, each
                   outstanding option and warrant of Ferrum Americas
                   and RAP will be exchanged for comparable securities
                   of the Resulting Issuer having the same economic
                   terms as those contained in such securities
                   immediately prior to the Proposed Transaction.





The Proposed Transaction is an arm's length transaction under the rules
 of the TSX Venture Exchange (the "Exchange").


Following completion of the Proposed Transaction, it is intended that
 the following persons will constitute insiders of the Resulting Issuer
 and will have the titles indicated below.


Laurence Curtis, Chairman - Dr. Curtis is a geologist (PhD, 1975, Toronto, P. Geo. 2002) with
 over 40 years of international experience in the natural resource
 sector with direct experience in Africa, Greenland, North, South and
 Central America, and Pacific.  Dr. Curtis was President of Curtis &
 Associates, a mineral resource consulting firm, from 1980 to 1996
 following which he founded Intrepid Minerals Company.  He was
 President, CEO and director of Intrepid and subsequently Intrepid Mines
 Ltd.  Intrepid Mines merged with Emperor Mining in 2007 following which
 Mr. Curtis stepped down as President and CEO but remains as a
 director.  Dr. Curtis was formerly a director of Wheaton Miners Ltd.
 and High River Gold Mines Ltd. and is currently also a director of
 Stonegate Agricom Ltd., Southern Andes Energy Inc. and Breakwater
 Resources Ltd. As well, Dr. Curtis is an advisor to Clarus Securities
 Inc.


Jordan M. Kupinsky, Director - Mr. Kupinsky has been a Director of the Issuer since June 18, 2010. 
 Since May 2008, Mr. Kupinsky has been a Managing Director with JJR
 Capital Corp. Prior to joining JJR Capital Corp., he was a Vice
 President at Greenhill & Co., an independent global investment banking
 firm, listed on the NYSE, focused on mergers & acquisitions, financial
 restructuring and merchant banking, from March 2006 to May 2008. Prior
 to joining Greenhill, Mr. Kupinsky held the positions of Vice President
 of Corporate Development and General Counsel at Minacs Worldwide Inc.,
 a publicly traded company on the Toronto Stock Exchange from July 2002
 to February 2005. Mr. Kupinsky began his career practicing corporate
 and securities law at Torys LLP in Toronto (from 1997 to 1999) and was
 also an investment banking associate at Houlihan Lokey Howard & Zukin
 from 1999 to 2002. He holds a Joint MBA and LL.B. degree from the
 Schulich School of Business and Osgoode Hall Law School.


Barry Lavin, Director - Mr. Lavin is a mining engineer and a highly successful executive with
 extensive technical, financial and operations experience across the
 global resource sector. Over the past 18 years, Mr. Lavin has enjoyed a
 tremendously rewarding career within Rio Tinto, where he has taken the
 opportunity to develop substantial industry credentials and forged a
 reputation as a capable, dynamic and energetic leader of people.  He
 has since established a private mining company (Teviot Resources Pty
 Ltd) focusing on the acquisition of quality assets in partnership with
 investors. Teviot Resources Pty Ltd is an Australian based junior
 resources company with interests in mine project development, advisory
 and physical commodity trading focusing on supply into Asian markets.
 Mr. Lavin graduated from the University of Nottingham (UK) with a B.Sc.
 (Hons) Mining Eng. in 1983. He graduated from the Institute of Mining
 and Metallurgy with a MIMM, C Eng. in 1990. He graduated from Cranfield
 Business School (UK) in 1991 with an MBA. He obtained a Mine Managers
 Certificate from the SA Department of Mines in 1986 and completed the
 Rio Tinto Strategic Leadership Program at the London Business School in
 2004.


Alistair Maxwell, Director - Mr. Maxwell has been a director of Ferrum Americas since February 24,
 2011 and has been in the financial services industry for over 20 years.
 He was President and Chief Executive Officer of Clarus Securities Inc. from its inception in 2003 until April 2011.  Mr. Maxwell is a former
 Head of Sales and Trading at a Canadian institutional investment dealer
 and an Analyst at the Royal Bank of Canada.  Mr. Maxwell holds a
 Masters in Business Administration degree from the Rotman School of
 Management and a Bachelors of Arts (Economics) degree from Queen's
 University.


Nick Tintor, Director, President and Chief Executive Officer - Mr. Tintor is the Managing Director, RG Mining Investments Inc., and
 President and Director, Southern Andes Energy Inc. since May 2010.
  From January 2007 to March 2011, Nick Tintor was President & CEO of
 Homeland Uranium Inc.  From 2002 to January 2008 he was President and
 Chief Executive Officer of Anaconda Gold Corp.  A graduate of the
 University of Toronto (B.Sc., Geology), he has more than 25 years of
 experience in the mining industry and has been involved with all
 aspects of junior mining company management, finance and project
 acquisition.  Nick is also a Director of the following TSX-listed
 companies:  Cerro Resources N.L. and DNI Metals Inc.  Nick is a
 director of Homeland Uranium Inc, a non-listed issuing company, and is
 a Member of the Canadian Institute of Mining and Metallurgy and the
 Society of Economic Geologists. 


Stephen Gledhill, Chief Financial Officer - Mr. Gledhill is a Certified Management Accountant (CMA) and is
 Managing Director and partner of RG Mining Investments Inc., a mineral
 project generation and services company since March, 2011.  Mr.
 Gledhill has over 25 years of financial-control experience and acts as
 CFO for several publically-traded mining/exploration and
 health-services companies.  Prior to the inception of RG Mining
 Investments Inc., Mr. Gledhill served as the Senior Vice-President and
 CFO of Borealis Capital Corporation, a Toronto-based merchant bank.


Leslie Haddow, Corporate Secretary - has been Corporate Secretary of  Southern Andes Energy Inc. (TSXV:
 SUR) since May 2010, Firebird Resources Inc. (TSXV:FIX) since May 2011,
 and Ferrum Americas Mining Inc since February 2011.  Leslie Haddow has
 acted as Corporate Secretary of Homeland Uranium Inc. (September 2008
 to March 2011), Cornerstone Capital Partners LLP (2005 to 2007), Avotus
 Corporation (TSXV: AVS) (2002 to 2005), Canadian Real Estate Investment
 Trust (TSX: REF.UN) (1996 to 2002). Leslie Haddow brings more than 15
 years of experience in the corporate secretarial role and has been
 involved in many industries, including mining/mineral exploration, real
 estate, and corporate finance.


If the Proposed Transaction is completed, Nick Tintor and Laurence
 Curtis would each own 7,375,000 Resulting Issuer Shares, being
 approximately 17% of the common shares of the Resulting Issuer
 (assuming the gross proceeds of the Private Placement are $4 million,
 that all options and warrants of the Resulting Issuer are exercised and
 that the Sponsor (as defined below) elects payment in subscription
 receipts issued pursuant to the Private Placement).


Sponsorship Agreement


Pursuant to a sponsorship agreement dated July 27, 2011, Haywood
 Securities Inc. (the "Sponsor") has agreed to act as sponsor to Ferrum
 Americas with respect to the Proposed Transaction pursuant to the
 policies of the Exchange. In consideration, the Sponsor has received a
 cash fee of $15,000 and, upon delivery by the Sponsor of its
 sponsorship report to the Exchange, the Sponsor will receive $30,000 in
 cash or an equivalent amount in subscription receipts issued pursuant
 to the Private Placement. In addition, Ferrum Americas has agreed to
 reimburse the expenses of the Sponsor (including the reasonable fees
 and disbursements of the Sponsor's legal counsel) incurred with respect
 to the Proposed Transaction.


Conditions Precedent for Completion of the Proposed Transaction


Completion of the Proposed Transaction is subject to a number of
 conditions including, but not limited to, completion of satisfactory
 due diligence, completion of the Private Placement, execution of a
 definitive agreement in respect of the Proposed Transaction, regulatory
 approvals, Exchange acceptance, and the principal shareholders of
 Ferrum Americas entering into and complying with support agreements.
 There can be no assurance that the Proposed Transaction will be
 completed as proposed or at all.


Investors are cautioned that, except as disclosed in the management
 information circular or filing statement of RAP to be prepared in
 connection with the Proposed Transaction, any information released or
 received with respect to the Proposed Transaction may not be accurate
 or complete and should not be relied upon. Trading in the securities of
 RAP should be considered highly speculative.


The Exchange has in no way passed upon the merits of the Proposed
 Transaction and has neither approved nor disproved the contents of this
 press release.


Haywood Securities Inc., subject to completion of satisfactory due
 diligence, has agreed to act as sponsor to Ferrum Americas in
 connection with the Proposed Transaction. An agreement to sponsor
 should not be construed as any assurance with respect to the merits of
 the Proposed Transaction or the likelihood of completion.


Notice on forward-looking statements:


This release includes forward-looking statements regarding RAP, Ferrum
 Americas and their respective businesses.  Such statements are based on
 the current expectations of the management of each entity. The
 forward-looking events and circumstances discussed in this release,
 including completion of the Proposed Transaction and the Private
 Placement, may not occur and could differ materially as a result of
 known and unknown risk factors and uncertainties affecting the
 companies, including risks regarding the mining industry, economic
 factors and the equity markets generally.  No forward-looking statement
 can be guaranteed. Except as required by applicable securities laws,
 forward-looking statements speak only as of the date on which they are
 made and RAP and Ferrum Americas undertake no obligation to publicly
 update or revise any forward-looking statement, whether as a result of
 new information, future events, or otherwise.


Neither 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.



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p Ronald Schmeichel, Director of RAP Acquisition Corp. at 416-972-6574 /p 

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