RAP Acquisition Corp. and Ferrum Americas Mining Inc. Announce Updates to Proposed Transaction

    




 TORONTO, Sept. 16, 2011 /CNW/ - RAP Acquisition Corp. ("RAP" NEX: RAP.H)  has entered into a further amendment to the letter of intent with  Ferrum Americas Mining Inc. ("Ferrum Americas") and the principals  thereof (the "Principals"), Nick Tintor and Laurence Curtis, providing  for a proposed amalgamation (the "Proposed Transaction") of RAP and  Ferrum Americas.  The amendment extends the dates for completion of  certain transaction steps including the execution of the definitive  agreement.  The parties still intend to close the Proposed Transaction  on or before November 30, 2011. 

 The parties are pleased to announce the initial closing of a  non-brokered private placement of subscription receipts by Ferrum  Americas at a price of $0.50 per subscription receipt raising gross  proceeds of $3.05 million.  Each subscription receipt is exchangeable  immediately prior to the Proposed Transaction for one Ferrum Americas  common share and one Ferrum Americas warrant.  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 Proposed Transaction) trade at or in excess of $1.50 for 10  consecutive trading days. 

 Completion of the Proposed Transaction is subject to a number of  conditions including, but not limited to, completion of satisfactory  due diligence, execution of a definitive agreement in respect of the  Proposed Transaction, regulatory approvals, acceptance of the TSX  Venture Exchange (the "Exchange"), 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, 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. 

RAP Acquisition Corp.


CONTACT:  Ronald Schmeichel, Director of RAP Acquisition Corp. at416-972-6574 


    

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