Rio Announces $1,000,000 Financing
Rio Grande Mining Corp.
Suite 200 – 551 Howe Street Vancouver, BC, V6C 2C2 Tel: (604) 683-8610 Fax: (604) 683-8605
FOR IMMEDIATE RELEASE April 3, 2012
RIO ANNOUNCES $1,000,000 FINANCING
Vancouver, BC, April 3, 2012: Rio Grande Mining Corp. (RGV - TSX-V) (“Rio Grande” or the “Company”) announces that it has arranged, subject to TSX Venture Exchange (“Exchange”) approval, a non-brokered private placement of up to 5,000,000 subscription receipts (each, a “Subscription Receipt”) at $0.20 per Subscription Receipt for total gross proceeds of up to $1,000,000 (the “Private Placement”). Each Subscription Receipt will entitle the holder to acquire, for no additional consideration, one unit (each, a “Unit”) consisting of one common share of the Company (each, a “Share”) and one transferable Share purchase warrant (each, a “Warrant”) upon completion of the previously announced acquisition of all of the issued and outstanding securities of Tru Vision Corp. (the “Release Condition”). The Subscription Receipts will be converted into Units on the date the Release Condition is satisfied (the “Conversion Date”). Each whole Warrant issuable on conversion of the Subscription Receipts will be exercisable into one common share of the Company for a period of three years from the Conversion Date at $0.35 per Share. The proceeds of the Private Placement will be held in trust and will not be released to the Company until the Release Condition has been satisfied. If the Release Condition is not satisfied on or before May 28, 2012, the proceeds of the Private Placement will be returned to subscribers without interest or penalty, and the Subscription Receipts will be cancelled.
Proceeds raised from the Private Placement are expected to be used to complete the acquisition of all the issued and outstanding securities of Tru Vision Corp. (“Tru Vision”), to conduct exploration work on the La Maria Gold project, Colombia (the “Project”), and for general working capital. Tru Vision holds, through its wholly-owned subsidiaries, an option to acquire a 100% interest in El Porvenir Minero S.A.S., a private Colombian company that owns the Project (see the Company’s news releases dated February 9, 2011, May 19, 2011, June 2, 2011, September 29, 2011, November 16, 2011, February 21 and 23, 2012, and March 12 and 29, 2012, and the Company’s Annual Information Form dated February 8, 2012). The completion of the acquisition of all of the issued and outstanding securities of Tru Vision is subject to final approval of the Exchange.
The Company expects that finders’ fees will be payable with respect to the Private Placement in accordance with the policies of the Exchange.
All securities issued pursuant to the Private Placement will be subject to a hold period expiring four months and one day after closing.
As previously announced, the Company has engaged Jordan Capital Markets Inc. to act as agent on a commercially reasonable efforts basis in connection with the offering by the Company of up to 10,000,000 units at a price of $0.20 per unit for gross proceeds of up to $2,000,000 pursuant to the short form offering document of the Company dated March 14, 2012 which has been conditionally accepted by the Exchange (see the Company’s news releases dated March 12 and 29, 2012 and the short form offering document dated March 14, 2012). Each unit consists of one common share and one-half of one transferable common share purchase warrant, with each whole warrant being exercisable into one common share of the Company at a price of $0.35 per share for a period of 24 months from the closing of the short form offering. The Company has until May 28, 2012 to complete the short form offering. The closing of the short form offering is subject to approval of the Exchange including the Company satisfying the requirements of the Exchange relating to the acquisition of all of the issued and outstanding securities of Tru Vision.
On behalf of the Board of Directors,
/s/ Jerry Minni President & CEO Rio Grande Mining Corp.
(604) 683-8610
Statements in this press release regarding the Company which are not historical facts are “forward-looking statements” that involve risks and uncertainties. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations and include statements that: (i) the Company may close the Private Placement to raise up to $1,000,000; (ii) the Company may close the short form offering to raise up to $2,000,000; (iii) the proceeds of the Private Placement and short form offering will be used to fund the acquisition of all of the issued and outstanding securities of Tru Vision and the exploration of the Project and for general working capital purposes; (iv) that Exchange approval of the transaction will be given and the Release Condition satisfied; (v) the Subscription Receipts will be converted into Units; and (vi) that finders’ fees will be paid. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the financing may not close in whole or in part for any reason. Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the inability of the parties to complete the Private Placement and/or short form offering, as proposed or at all; (ii) fluctuation of mineral prices; (iii) a change in market conditions; (iv) the refusal of the TSX Venture Exchange to accept the proposed transaction for any reason whatsoever; (v) failure of the Subscription Receipts to be converted into Units; and (vi) failure to pay finders’ fees for any reason. Except as required by law, the Company does not intend to update any changes to such statements.
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.