Agreement Executed With Rubirosa Limited for Acquisition of Oregon Resources Corporation Inc.HAMILTON, Bermuda -- Resource Finance & Investment Limited ("RFI (Radio Frequency Interference) High-frequency electromagnetic waves that emanate from electronic devices such as chips. RFI - Radio Frequency Interference ")(OTCBB OTCBB See OTC Bulletin Board (OTCBB). :RFIVF) symbol RFIVF.OB is pleased to report that it has executed an agreement with Rubirosa Limited for the sale of 100% of Oregon Resources Corporation Inc., (ORC) as a part of its strategy to create separate listed and funded entities for its operating subsidiaries. The principal objectives of the agreement are; To enable Rubirosa to acquire an advanced mineral resource project sufficient to meet the requirements of its investors and the Australian Stock Exchange Australian Stock Exchange (ASX) Australia's major securities market, formed when the six state stock exchanges (Adelaide, Brisbane, Hobart, Melbourne, Perth, and Sydney stock exchanges) were merged in 1987. . (ASX ASX See: Australian Stock Exchange ) To enable RFI to retain a significant ongoing interest in the funded entity without further dilution to its shareholders equity and participate in the upside expected to be realized from the ongoing development of the ORC assets. To raise the required minimum equity funding Equity funding An investment consisting of a life insurance policy and a mutual fund. The insurance policy is paid by the collateral value of fund shares, giving the investor the advantages of insurance protection with the growth potential of a mutual fund. to continue to advance the project development and put in place project finance for full-scale production. The principle terms of the agreement provide obligations on both parties, with Rubirosa having to meet the minimum funding threshold of A$8 million through the issuance of new common shares at a determined value and obtain an ASX listing. It is planned to raise approximately $A12-$13.6 million through a pre-IPO and IPO (Initial Public Offering) The first time a company offers shares of stock to the public. While not a computer term per se, many founders, employees and insiders of computer companies have found this acronym more exciting than any tech term they ever heard. process. RFI will receive consideration in the form of fully paid common shares of Rubirosa Ltd with a deemed value of $A20 million. Thirty percent of the consideration will be classified as performance shares and will be restricted and not be able to be converted to common shares unless ORC meets a minimum profit after tax for the calendar year end December 31, 2008. Assuming the maximum level of funding it is expected that RFI will retain an equity position in excess of 50% of Rubirosa Ltd. The agreement is subject to other conditions relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc regulatory approvals and due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. and contemplates a completion by June 30th 2006. It also contemplates that Rubirosa Limited will change its name to Industrial Minerals Corporation Ltd post the acquisition of ORC and prior to listing on the ASX. ORC is developing a multi suite industrial mineral resource in Southern Oregon This article is about the southern region of the U.S. state of Oregon. For the University, see Southern Oregon University. Southern Oregon is a region of the U.S. in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . The Australian equity markets and analysts are quite familiar with mineral sands development and projects of a similar nature to ORC's. The ASX is the home exchange for large mineral sands and industrial mineral companies such as Iluka Resources Iluka Resources is a mining company involved in the mining and processing of titanium based and zircon products. The company mines heavy mineral concentrate and separates the concentrate into rutile, ilmenite, leucoxene and zircon. , Bemax, Rio Tinto and BHP Billiton together with numerous smaller exploration and production companies. This was a significant factor in the choice of jurisdiction for the process. Rubirosa Ltd is an unlisted publicly held entity with its headquarters in Perth, Australia. It was established to invest in unique resource projects and is managed by the principals and senior executives of Capital Investment Partners Ltd , an Australian based Investment bank. Resource Finance and Investment Ltd is involved in the development of industrial minerals and exploration for gold and base metals in North America. Operations are directed through two wholly owned subsidiaries Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. and a majority owned entity. Legal Notice Regarding Forward Looking Statement This press release contains "forward looking statements" including forward looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. Statements in this press release which are not purely historical are forward looking statements and include any statements regarding beliefs, expectation or intentions concerning the future. Forward looking statements in this press release include, but are not limited to statements regarding the Corporation's anticipation that the Mineral Claims will prove to be economically viable on a going forward basis, and the Company's anticipation that it can successfully raise the capital necessary to acquire and exploit the Mineral Claims, with or without an equity offering. It is important to note that the Corporation's actual outcomes may differ materially from those in forward looking statements contained in this press release. Although the Company believes that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations and intentions will prove to be accurate. Readers should refer to the risks disclosures in the Company's public filings with the Securities and Exchange Commission. |
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