Zaruma Gold Mining Ltd.

May 31, 2011 17:45 ET

Acquisition of Securities of Zaruma Resources Inc.

ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLANDS--(Marketwire - May 31, 2011) - Zaruma Gold Mining Ltd. ("ZGML"), c/o Trident Trust Company BVI Limited, Trident Chambers, PO Box 146, Road Town, Tortola, British Virgin Islands, announces that pursuant to a private placement financing (the "Private Placement") by Zaruma Resources Inc. (the "Corporation"), ZGML subscribed for and acquired ownership of 390,920,000 subscription receipts (each, a "Subscription Receipt") of the Corporation, at a price of Cdn$0.05 per Subscription Receipt for aggregate consideration of Cdn$19,564,000. This represented approximately 83.79% of the 466,562,418 Subscription Receipts issued pursuant to the Private Placement.

Each Subscription Receipt represents the right to receive, following the satisfaction of certain escrow release conditions (the "Escrow Release Conditions"), without payment of additional consideration and without any further action on the part of ZGML, one unit of the Corporation (each, a "Unit"), each Unit consisting of one common share in the capital of the Corporation (each, a "Common Share") and one Common Share purchase warrant of the Corporation (each, a "Warrant"). Prior to the acquisition of the Subscription Receipts, ZGML owned 2,300,000 Common Shares and 2,300,000 Warrants of the Corporation.

Assuming the satisfaction of the Escrow Release Conditions and the conversion of the Subscription Receipts into Units of the Corporation, ZGML will have ownership of 393,220,000 Common Shares, representing approximately 66.63% of the then issued and outstanding common shares of the Corporation on an undiluted basis (or 786,440,000 Common Shares or approximately 79.97% on a partially diluted basis, assuming exercise of all Warrants held by ZGML only).

If the Escrow Release Conditions are not satisfied, the Subscription Receipts acquired by ZGML will be cancelled and the cash consideration paid for such Subscription Receipts will be returned to ZGML.

The Subscription Receipts were acquired by ZGML for investment purposes. ZGML may, in the future, increase or decrease its ownership of securities of the Corporation, directly or indirectly, from time to time depending upon the business and prospects of the Corporation and future market conditions.

An early warning report (the "EWR") will be filed on SEDAR and will be available for review at www.sedar.com under the Corporation's profile. A copy of the EWR can be obtained from the contact below.

Contact Information

  • Zaruma Gold Mining Ltd.
    Maxim Finskiy
    +7 495 725 58 37