Medoro Resources Ltd.
TSX VENTURE : MRS

Medoro Resources Ltd.

October 07, 2009 15:16 ET

Medoro Announces Private Placement

TORONTO, ONTARIO--(Marketwire - Oct. 7, 2009) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Medoro Resources Ltd. (TSX VENTURE:MRS) announced today that it intends to complete an offering of up to 125,000,000 special warrants, at a price of $0.80 per special warrant, for gross proceeds of up to $100,000,000. The offering will be conducted, on a "best efforts" private placement basis, through a syndicate of agents led by GMP Securities L.P.

In addition, the company has granted to the agents an over-allotment option, exercisable up to 48 hours prior to the closing of the offering, to arrange for the purchase of up to 18,750,000 additional special warrants, for additional gross proceeds of up to $15,000,000, on the same terms and conditions as under the offering.

Each special warrant will entitle the holder thereof to receive one unit of the company on the exercise or deemed exercise of the special warrant, each unit being comprised of one common share of the company and one-half of one common share purchase warrant. Each whole common share purchase warrant will entitle the holder thereof to purchase one common share of the company at a price of $1.25 for a period of two years following the closing date.

The special warrants will be exercisable by the holders thereof at any time after the closing date for no additional consideration and all unexercised special warrants will be deemed to be exercised on the earlier of: (a) the date that is four months and a day following the closing date, and (b) the fifth business day after a receipt is issued for a (final) prospectus by the applicable securities regulatory authorities in each of the Provinces of Canada where the special warrants are sold. The company shall use its reasonable best efforts to obtain a receipt for such (final) prospectus within 60 days of the closing date.

The funds raised will be used principally for exploration, drilling, debt repayment, social work, and for working capital and general corporate purposes related to its establishment of operations in Colombia and its proposed acquisition of Colombia Goldfields Ltd.

The offering is scheduled to close on or about October 29, 2009 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and applicable securities regulatory authorities.

The special warrants issued pursuant to the Offering, and the securities issuable upon the conversion or exercise thereof are, or will be, as the case may be, subject to a four-month hold period in Canada, except where the distribution thereof is qualified by a prospectus.

Medoro continues to complete its due diligence investigations relating to the proposed acquisitions of Colombia Gold plc and Colombia Goldfields Ltd. The acquisition of Colombia Gold plc remains subject to the negotiation and execution of a definitive agreement, satisfactory completion of technical, financial, legal and other commercial due diligence and customary conditions, including legal and regulatory approvals. The acquisition of Colombia Goldfields Ltd. remains subject to regulatory, shareholder and court approval. It is anticipated that the Colombia Goldfields' acquisition, subject to the receipt of the foregoing, will close in late October, 2009 and, subject to the receipt of the foregoing, the Colombia Gold acquisition will close in November, 2009. Medoro also recently announced the execution of a letter of intent to acquire all of the issued and outstanding shares of Mineros Nacionales, which proposed acquisition remains subject to the negotiation and execution of a definitive agreement, satisfactory completion of technical, financial, legal and other commercial due diligence and customary conditions, including legal and regulatory approvals. Subject to the receipt of the foregoing, it is anticipated that the acquisition of Mineros Nacionales will close on February 15, 2010.

About Medoro Resources Ltd.

Medoro Resources Ltd. is a gold exploration and development company focused on acquiring properties of merit for potential joint ventures with senior producers. The company recently announced the execution of: (i) an arrangement agreement to acquire the shares of Colombia Goldfields Ltd., (ii) a letter of intent to acquire the securities of Colombia Gold plc, and (iii) a letter of intent to acquire the securities of Mineros Nacionales S.A., each of which has properties located in the Marmato District of Colombia. Medoro also holds a 100% interest in the Lo Increible 4A and 4B concessions in Venezuela and interests in four gold exploration areas in the Republic of Mali. Additional information on Medoro Resources Ltd. can be found by visiting the company's website at www.medororesources.com www.medororesources.com

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is not an offer of securities for sale into the United States or Canada. No offering of securities shall be made in the United States or Canada except pursuant to registration under the US Securities Act of 1933, as amended, or an exemption therefrom.

This press release contains forward-looking statements based on assumptions, uncertainties and management's best estimates of future events. Actual results may differ materially from those currently anticipated. Investors are cautioned that such forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements are detailed from time to time in the company's periodic reports filed with the British Columbia Securities Commission and other regulatory authorities. The company has no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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 release

Contact Information

  • Medoro Resources Ltd.
    Peter Volk
    General Counsel & Secretary
    (416) 603-4653