NEWS RELEASES
May 1, 2009
Subscription Of 2,750,000 Units Of Rochester Resources Ltd.
VANCOUVER, British Columbia, May 1, 2009 –Cooper Minerals Inc. has acquired control and direction over a total of 2.75 million units of Rochester Resources Ltd. at a price of 20 cents per unit. Each unit represents one common share and one-half of one share purchase warrant of Rochester. Each whole share purchase warrant will entitle the holder to purchase a share of Rochester at a price of 30 cents with an expiry date of Oct. 12, 2010.
The 2.75 million shares represent 5.47 per cent of the outstanding common shares of the Rochester. E-Energy Ventures Inc. has concurrently acquired control and direction over 2.75 million units of Rochester by way of a subscription of units. The company, together with E-Energy, will have control and direction over a total of 12.5 million common shares (representing 24.87 per cent of the outstanding shares) of Rochester. In addition, the company and E-Energy each has ownership and control over 1,375,000 share purchase warrants. If the company and E-Energy exercise the warrants, they will jointly have control over 15.25 million common shares of Rochester, representing 28.77 per cent of Rochester's then-outstanding common shares (assuming no other shares are issued by the issuer). There is no voting arrangement between the company and E-Energy, and the acquisition of the units have been approved by the independent directors of the company.
The company and E-Energy acquired the units as part of a private placement by Rochester. Neither the company nor E-Energy has any intention of acquiring any further securities of the issuer through market purchases. An early warning report with Canadian Securities Commissions has been filed by the company in respect of the acquisition. A copy of the report may be obtained from SEDAR.
On behalf of the Board of Directors,
Simon Tam
President and Director
Disclaimer and Cautionary Statement Regarding Forward-Looking Information
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 press release.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any and all jurisdictions.
All statements, trend analysis and other information contained in this press release relative to markets about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements even if circumstances or management’s estimates or opinions should change. Investors should not place undue reliance on forward-looking statements.
Cooper Minerals Inc. seeks safe harbor.
Go back to the previous page |
