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Published on 12/18/2006 in the Prospect News PIPE Daily.

New Issue: Rocmec sells C$1.64 million of convertible debentures, shares

By Laura Lutz

Washington, Dec. 18 - Rocmec Mining Inc. settled the third and final tranche of a previously announced placement of convertible debentures for total proceeds of C$1.5 million and settled a private placement of shares for C$142,920.

The debentures carry an interest rate of 12% plus a maximum net smelter return (NSR) royalty of 1.8% on gold ounces produced during the first year at Russian Kid and 1.2% thereafter.

The debentures mature on Dec. 31, 2008. They are redeemable on demand with a three-month interest and royalty penalty.

Holders may convert 30% of the total amount of the debentures into common shares at C$0.30 per share. Rocmec may force conversion of 70% of the total amount of the debentures into common shares at C$0.70 per share if the closing stock price exceeds C$0.90 for the last 30 days before conversion.

The company raised C$700,000 in the third tranche of the debentures offering.

In the stock placement, the company sold 320,000 non flow-through shares at C$0.20 each and 281,857 flow-through shares at C$0.28 each.

Insiders of the company bought 135,000 non flow-through shares.

The deals priced on Oct. 12 as an offering of convertible debentures for at least C$1 million and up to C$1.5 million and an offering of flow-through shares for up to $381,988.

Rocmec is a Pointe-Claire, Quebec, exploration company focused on precious metal projects.

Issuer:Rocmec Mining Inc.
Issue:Convertible debentures, non flow-through shares and flow-through shares
Amount:C$1,642,920
Pricing date:Oct. 12
Settlement date:Dec. 18
Stock symbol:TSX Venture: RMI
Stock price:C$0.19 at close Oct. 12
Stock price:C$0.21 at close Dec. 18
Convertible debentures
Amount:C$1.5 million
Maturity:Dec. 31, 2008
Coupon:12%
Price:Par
Yield:12% plus a maximum NSR royalty of 1.8% on gold ounces produced during the first year at Russian Kid and 1.2% thereafter
Conversion price:C$0.30 per share for up to 30% of the debentures
Call:Redeemable with a three-month interest and royalty penalty
Warrants:No
Non flow-through shares
Shares:320,000
Price:C$0.20
Warrants:No
Flow-through shares
Shares:281,857
Price:C$0.28
Warrants:No

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