CuOro Resources Corp.
TSX VENTURE : CUA

CuOro Resources Corp.

October 18, 2012 03:00 ET

CuOro Resources Announces Amendments to the Transaction With Pacific Road

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 18, 2012) - CuOro Resources Corp. (TSX VENTURE:CUA) ("CuOro" or the "Company") announces that it has entered into an agreement (the "Amending Agreement") with Pacific Road Resources Fund II and Pacific Road Resources Fund II L.P. (together with Pacific Road Resources Fund II, "Pacific Road"), to amend the timing of the Phase 1 Option under the transaction agreement dated May 28, 2012 (the "Transaction Agreement") and previously announced on May 28, 2012.

Under the Transaction Agreement, Pacific Road was required to acquire a minimum of 2,000,000 common shares of the Company through market purchases within 120 days of the date of shareholder approval of the Transaction Agreement. The Company announced that it obtained shareholder approval of the Transaction Agreement on June 25, 2012. Under the Amending Agreement, Pacific Road is now required to acquire a minimum of 2,000,000 common shares of the Company through market purchases within 15 Business Days from the date the Company completes and delivers to Pacific Road the "New Drilling Report".

The "New Drilling Report" will be produced once the Company has completed an airborne survey of the Santa Elena Project defined new priority drilling targets for the Project, in cooperation with Pacific Road, based on the results of the airborne survey and other geological data; completed drilling on the new priority drilling targets; publicly disclosed the assay results from said drilling, and delivered to Pacific Road such assay results together with all supporting documentation and analysis, no later than six months after the date of the Amending Agreement.

Also, under the Transaction Agreement, the trigger for Pacific Road exercising the Phase 1 Option was the date Pacific Road provides written notice to the Company of Pacific Road having acquired a minimum of 2,000,000 common shares of the Company through market purchases. Under the Amending Agreement, the new trigger for Pacific Road exercising the Phase 1 Option is the date the Company completes and delivers to Pacific Road the New Drilling Report.

CuOro Resources President & CEO, Robert Sedgemore stated, "We are pleased to continue to have Pacific Road as partner and look forward to working together to determine the best next steps for the development of the Santa Elena exploration program. After careful examination of the current exploration work we have determined that an airborne survey of the entire property would help identify and define new drill targets."

The Amending Agreement will not prevent Pacific Road from continuing to acquire Common Shares through market purchases, up to a maximum of 3,000,000 common shares of the Company (including the common shares owned by Pacific Road as at the date of the Amending Agreement), as permitted under the Transaction Agreement. As of the date of the Amending Agreement, Pacific Road had acquired 1,900,000 common shares of the Company.

The Phase 1 option to purchase units of the Company (the "P1 Units") provides for an investment in the Company by Pacific Road between $5.0 and $7.5 million at a price of $2.00 per P1 Unit, subject to the pricing rules of the TSXV. Each P1 Unit shall consist of one common share and one-half of a common share purchase warrant of the Company. Each whole warrant shall be exercisable for one common share at a price of $2.50 for a period of two years from the date of issue, but will not be exercisable until 65 days after the issue of the P1 Units.

The Phase 2 option to purchase units of the Company (the "P2 Units") provides for an investment in the Company by Pacific Road of up to $40.0 million at a price per P2 Unit equal to the 20-day volume-weighted average price of the Company's common shares at the time the second option is exercised, subject to the pricing rules of the TSXV. The second option may be exercised at any time within 45 days of the earlier of the Company completing and delivering to Pacific Road a Resource Statement and Preliminary Economic Assessment or a Pre-Feasibility Study. Each P2 Unit shall consist of one common share and one-half of a common share purchase warrant of the Company. Each whole warrant shall be exercisable for one common share at a price equal to 125% of the P2 Unit purchase price for a period of two years from the date of issue.

The final number of units to be issued under each option, if exercised, and the price and expiry dates of the securities to be issued under each option will be announced at the time such option is exercised by Pacific Road. Assuming that all contemplated purchases of securities in the market and exercise of options to purchase units of the Corporation are made by Pacific Road, it is expected that Pacific Road will ultimately become a control person in the Company within the meaning of the TSXV rules and applicable securities laws. The shareholders of the Company approved Pacific Road becoming a control person on June 25, 2012.

Copies of the Transaction Agreement and the Amending Agreement are available under the Company's profile on SEDAR at www.sedar.com.

About CuOro Resources Corp.

CuOro Resources (TSX VENTURE:CUA) is a Canadian publicly-listed exploration company with two projects in Colombia. The Company's flagship Santa Elena Copper project, located in Antioquia hosts potential high-grade near surface VMS deposits. The Company is managed by an experienced and technical team residing in Medellin, Colombia and is well capitalized. The long-term growth strategy is to continue identifying and acquiring new assets in South America with a focus on copper and gold, with the commitment to upholding the highest environmental and social standards.

About Pacific Road Entities

The Pacific Road Entities are private equity funds investing in the global mining industry. They provide expansion and buyout capital for mining projects, mining related infrastructure and mining services businesses located throughout resource-rich regions of the world. The Pacific Road Entities are managed or advised by Pacific Road Capital Management Pty Ltd ("PRCM"). The PRCM team, located in Sydney, Australia, San Francisco and New York, USA, is comprised of experienced mining investment professionals that have extensive knowledge and experience in the mining and infrastructure sectors, including considerable operating, project development, transactional and investment banking experience. For further information on the Pacific Road Entities and PRCM, please go to their website at www.pacroad.com.au.

On Behalf of the Board of Directors of CuOro,

Robert Sedgemore, President & CEO

Forward Looking Statement

Statements contained in this news release that are not historical facts constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws and are based on expectations, estimates and projections as of the date of this release. Forward-looking statements include, without limitation, the Company's expected completion of the New Drilling Report, the anticipated exercise of the options by Pacific Road and the success of ongoing exploration activities. The words "is expected" or "estimates" or variations of such words and phrases or statements that certain actions, events or results "may" or "could" occur and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of the Company contained in this release which may prove to be incorrect, include, but are not limited to the balance of the terms and conditions of the Transaction Agreement, as amended by the Amending Agreement (collectively, the "Agreement"), being met by each of the Company and Pacific Road, Pacific Road completing all of the investments contemplated under the terms of the Agreement and the TSXV approving the contemplated private placements of the units.

Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to: the Company and/or Pacific Road failing to fulfill the terms and conditions of the Agreement, fluctuations in the spot and forward price of gold or certain other commodities; changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada, Colombia or other countries in which the Company does business or may carry on business in the future; business opportunities that may be presented to, or pursued by, the Company; operating or technical difficulties in connection with mining activities; the speculative nature of gold exploration and development, including the risks of obtaining necessary licenses and permits; diminishing quantities or grades of reserves; and contests over title to properties, particularly title to undeveloped properties. In addition, there are risks and hazards associated with the business of gold exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance, or the inability to obtain insurance, to cover these risks). There can be no assurance that forward-looking statements will prove to be accurate. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. All of the forward-looking statements made in this release are qualified by these cautionary statements and those made in our other filings with the securities regulators in Canada. These factors are not intended to represent a complete list of the factors that could affect the Company. Readers are cautioned not to place undue reliance on forward-looking information.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

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