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Wed, March 21, 2012

Ridgemont to Acquire IronOne Inc. and Expand into the Labrador Trough


Published on 2012-03-21 09:41:13 - Market Wire
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March 21, 2012 12:34 ET

Ridgemont to Acquire IronOne Inc. and Expand into the Labrador Trough

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 21, 2012) -Ridgemont Iron Ore Corp. (TSX VENTURE:RDG)(OTCQX:RIOOF) ("Ridgemont" or the "Company") is pleased to announce that it has entered into a Letter of Intent to acquire all of the issued and outstanding common shares of IronOne Inc. ("IronOne"). IronOne has an interest in two iron projects located in Labrador and Nunavut. Under the terms of the Letter of Intent, Ridgemont will acquire all of the outstanding shares of IronOne in exchange for $11,970,000, payable in common shares of Ridgemont based on a price of $0.40 per Ridgemont share.

"The acquisition of IronOne represents an opportunity for Ridgemont to broaden its project portfolio into the Labrador Trough and Nunavut, allowing us to capitalize on the expertise and experience of our staff," stated Brian Penney, President and CEO of Ridgemont. "Ridgemont's ability to leverage all the in-house expertise of Forbes West, already on-site in Labrador as they finalize exploration drilling for Alderon Iron Ore Corp., should allow us to rapidly advance these new properties."

About IronOne Inc.

IronOne is a private company. The assets of IronOne include the Lac Virot Iron Project located in Labrador and the Maguse River Iron Project located in Nunavut.

Lac Virot Iron Project

IronOne has an option to earn a 100% interest in the Lac Virot Iron Project, subject to a 2% net smelter return royalty. The Lac Virot Iron Project is comprised of approximately 114 square kilometres of map staked mineral licences located in the southern Labrador Trough, Canada's foremost iron ore mining region. Four major mines (Mont-Wright, Carol, Scully and Lac Bloom) are located within 20 km of the project.

IronOne has received the analytical results from a reconnaissance mapping and surface sampling program on the project. The program was conducted to ground check historically mapped iron occurrences as well as magnetic anomalies outlined by a 2,271 line-kilometre airborne magnetic survey completed by IronOne in July 2011. Analytical results from thirty-three (33) grab and chip samples collected from exposed iron formation outcrops ranged from 16.57 to 60.5% total iron ("% Fe"), with an average for all samples collected of 30.59% Fe.

In 2011, IronOne completed a $250,000 exploration program which confirmed the presence of outcropping iron formation along three magnetic trends at Neal Lake, Emma Lake, and Sunday Lake which exhibit apparent strike lengths ranging from 1 km to over 5 km. Exploration results from the 2011 program will be compiled in order to help design a 2012 diamond drill program to explore these priority magnetic anomalies.

The samples were collected under the supervision of senior field geologists provided by MPH Consulting Limited, of Toronto, Ontario, who were contracted to provide exploration services to IronOne. The surface grab and chip samples described in this release are selective by nature and limited by the extent of outcrop exposure at the locality sampled. The resultant assay data may not be representative of the iron formation units occurring on the property.

The samples were sent for analyses at Activation Laboratories Ltd ("ActLabs") of Ancaster, Ontario. ActLabs is an internationally accredited analytical facility with ISO/IEC 17025 certification. The samples were analyzed for total iron (% Fe) using lithium metaborate / tetraborate fusion followed by wavelength dispersive XRF techniques (analytical code MPH 4C).

Maguse River Iron Project

IronOne, together with an arm's length prospector, holds, or has applied for permits to hold, a 100% interest in the Maguse River Iron Project located in southern Nunavut. The Maguse River Iron Project comprises owned claims and claim applications (the "Other Nunavut Claims") covering a nearly 200 kilometre strike length of folded, magnetite-rich, metasedimentary rocks of the Archean-aged Rankin-Ennadai Greenstone Belt.

Transaction Details

Under the terms of the Letter of Intent, Ridgemont will acquire all of the outstanding shares of IronOne in exchange for $11,970,000, payable in 29,925,000 common shares of Ridgemont based on a price of $0.40 per Ridgemont share. Of this total, 750,000 common shares of Ridgemont shall be issued to Delano Capital Corp. as an advisory fee. The balance of 29,175,000 common shares of Ridgemont shall be distributed to the holders of shares of IronOne on a pro rata basis. The proposed transaction will be completed by way of a share exchange (the "Share Exchange"). Pursuant to the Share Exchange, holders of shares of IronOne will receive Ridgemont shares which are listed on the TSX Venture Exchange (the "Exchange"). Pursuant to the terms of the Share Exchange, all warrants and options of IronOne will be cancelled or otherwise dealt with in a manner satisfactory to Ridgemont. The final structure of the proposed transaction will be subject to receipt of tax, corporate and securities advice. The transaction is not a non-arm's length transaction.

A report prepared in accordance with National Instrument 43-101 ("NI 43-101") on the Lac Virot property has been commissioned and is expected to be completed and filed with the Exchange for review in connection with the proposed transaction. Further information on the Lac Virot property and future exploration programs will be announced once the NI 43-101 report has been filed on SEDAR.

Ridgemont has entered into a letter of intent to acquire the Other Nunavut Claims in exchange for 75,000 common shares of Ridgemont.

Completion of the transactions is subject to a number of conditions, including Exchange acceptance and the negotiation and execution of definitive agreements including with IronOne and its shareholders. There can be no assurance that the transaction will be completed as proposed or at all.

Edward Lyons, P.Geo., the VP Exploration for Ridgemont and a Qualified Person as defined by NI 43-101, has reviewed and approved the technical information contained in this news release.

About Ridgemont

Ridgemont is a Canadian exploration company looking to acquire, explore and develop iron ore mineral properties. Currently, Ridgemont has an option to acquire up to 75% interest in the Redford iron ore property, comprised of 26 claims covering 10,821 hectares and located 22 kilometres northeast of Ucluelet, in the Alberni Mining Division, Vancouver Island, British Columbia.

RIDGEMONT IRON ORE CORP.

On behalf of the Board

Mark J. Morabito, Executive Chairman

Cautionary Note Regarding Forward-Looking Information

Information set forth in this news release may involve forward-looking tatements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the terms and completion of the transaction, the ability to rapidly advance the IronOne properties, the exploration potential of the IronOne properties and the infrastructure potential of the Maguse River Iron Project are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; an inability to execute the definitive agreement; inability to achieve TSX Venture Exchange approval; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume and the additional risks identified in the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and Ridgemont undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.



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