Medoro Resources Ltd.
TSX VENTURE : MRS

Medoro Resources Ltd.

August 10, 2009 12:52 ET

Medoro Announces Increase in the Consideration, and the Execution of Additional Lock-Up Agreement, for the Colombia Goldfields Acquisition

TORONTO, ONTARIO--(Marketwire - Aug. 10, 2009) -

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

Medoro Resources Ltd. (TSX VENTURE:MRS) announced today that it has increased the consideration (the "Medoro Consideration") to be issued to the stockholders of Colombia Goldfields Ltd. in connection with its previously announced proposed acquisition of the outstanding common shares of Colombia Goldfields. Under the previous terms of the proposed arrangement, Medoro was to issue 29,266,856 shares and 940,720 warrants to the stockholders of Colombia Goldfields in exchange for the 104,524,486 outstanding shares of Colombia Goldfields (a share exchange ratio of 0.28 of a share plus 0.009 of a consideration warrant of Medoro for each share of Colombia Goldfields). Under the revised terms, the exchange ratio under the Medoro Consideration has been increased by 20% so that Medoro will now issue 35,120,227 common shares and 1,128,864 warrants to the stockholders of Colombia Goldfields in exchange for the 104,524,486 outstanding shares of Colombia Goldfields. The exchange ratio is 0.336 of a common share plus 0.0108 of a consideration warrant of Medoro for each common share of Colombia Goldfields. Each full warrant is exercisable into one Medoro common share at a subscription price of Cdn$0.50 per Medoro common share for a term of two years. On completion of the proposed arrangement, Colombia Goldfields' stockholders will own approximately 18% of Medoro based upon the number of issued and outstanding shares of Medoro as of today.

Medoro also announced today that it has entered into a voting and lock-up agreement with Baker Steel Capital Managers LLP, a key shareholder of Colombia Goldfields, in connection with the proposed acquisition. Pursuant to the lock-up agreement, Baker Steel has agreed, among other things, to vote all of its Colombia common shares in favour of the proposed acquisition. Including securities of Colombia Goldfields held by Baker Steel Capital Managers LLP, approximately 19% of the outstanding Colombia Goldfields shares (on a fully-diluted basis) are now subject to lock-up agreements.

A copy of the arrangement agreement in connection with the proposed acquisition has been filed under Medoro's profile on SEDAR and is available at www.sedar.com.

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 an arrangement agreement to acquire the securities of Colombia Goldfields Ltd., 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 eleven 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.

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