N@N

Lakeshore Gold Corp. (TSX: LSG) Private Placement and Strategic Alliance Agreeement With RT Minerals Corp. (CNSX: RTM)

^{Published on 2009-12-30 13:20:13 - Market Wire}
 

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 30, 2009) - RT Minerals Corp. (CNSX:RTM) (the "Company") is pleased to announce a private placement of 7,500,000 units (the "Units") at $0.20 per Unit for gross proceeds of $1,500,000. Each Unit is comprised of one common share and one share purchase warrant, with each such warrant entitling the holder to acquire a further common share of the Company at $0.20 for a term of 2 years. 6,000,000 of the Units will be issued on a flow-through basis. Proceeds for the private placement will be used to explore and develop the Company's Golden Property located in the Timmins Gold camp, adjoining Lake Shore Gold Corp. holdings, and for general working capital. The placement is scheduled to close on or about December 31, 2009.

As a result of the above private placement and transactions related thereto, it is proposed that Lake Shore Gold Corp. ("Lake Shore Gold") (TSX:LSG) will acquire 7,500,000 shares and share purchase warrants in the Company, as a result of which Lake Shore Gold will own 26.2% of the issued and outstanding common shares of the Company and 41.5% of the Company assuming exercise of only their warrants, and 36.6% of the Company on a fully diluted basis.

In connection with the investment by Lake Shore Gold in the Company, and effective upon the closing thereof, RT Minerals Corp and Lake Shore Gold have entered into a strategic alliance agreement (the "Strategic Alliance Agreement") whereby Lake Shore Gold has been granted the right to forthwith appoint 2 persons to the board of directors of the Company and the right to participate, on a pro rata basis, in any subsequent equity financings of the Company. Under the terms of the Strategic Alliance Agreement Lake Shore Gold has also been granted rights of first refusal in connection with any property transactions or project financings to be undertaken by the Company.

The Strategic Alliance Agreement also provides Lake Shore Gold with the right, to take effect one year from the closing of the private placement, to acquire a 50% interest in the Company's Golden Property by incurring $5,000,000 of exploration expenditures on the property within a five year period.

The Unit private placement replaces that previously announced by the Company in its news release dated November 20, 2009 with Union Securities Ltd. ("Union") acting as agent. Notwithstanding this, Union remains engaged to act as the Company's advisor and sponsoring agent for the proposed listing of the Company on the TSX Venture Exchange and has agreed to waive their right of first refusal with respect to further financings of the Company. As consideration for all of these services the Company will pay Union the sum of $30,000 and will issue Union 100,000 shares of the Company and 375,000 compensation options entitling them to acquire 375,000 shares of the Company at a price of $0.20 per share for a period of 12 months.