Zaruma Gold Mining Ltd.

June 23, 2011 16:56 ET

Acquisition of Securities of Zaruma Resources Inc.

ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLANDS--(Marketwire - June 23, 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"), its affiliate Kirkland Intertrade Corp. ("Kirkland"), c/o Trident Trust Company BVI Limited, Trident Chambers, PO Box 146, Road Town, Tortola, subscribed for and acquired ownership of 12,313,980 subscription receipts (each, a "Subscription Receipt") of the Corporation, at a price of Cdn$0.05 per Subscription Receipt for aggregate consideration of Cdn$615,699. This represented approximately 2.4% of the aggregate number of Subscription Receipts issued pursuant to the Private Placement, and when combined with the 390,920,000 Subscription Receipts previously acquired by ZGML pursuant to the Private Placement, represented approximately 79.0% of the aggregate number of 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 the holder, 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 Kirkland's acquisition of the Subscription Receipts, Kirkland owned no securities of the Corporation and ZGML owned 2,300,000 Common Shares, 2,300,000 Warrants and 390,920,000 Subscription Receipts of the Corporation.

Assuming the satisfaction of the Escrow Release Conditions and the conversion of the Subscription Receipts into Units of the Corporation, ZGML and Kirkland will have aggregate ownership of 405,533,980 Common Shares, representing approximately 63.99% of the then issued and outstanding common shares of the Corporation on an undiluted basis (or 811,067,960 Common Shares or approximately 78.0% on a partially diluted basis, assuming exercise of all Warrants held by ZGML and Kirkland only).

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

The Subscription Receipts were acquired by each of Kirkland and ZGML for investment purposes. Kirkland and/or 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