Zaruma Gold Mining Ltd.

May 31, 2012 17:49 ET

Zaruma Gold Mining Ltd.: Acquisition of Securities of Red Tiger Mining Inc.

ROAD TOWN, BRITISH VIRGIN ISLANDS--(Marketwire - May 31, 2012) - 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"), its joint actors Kirkland Intertrade Corp. ("Kirkland"), c/o Trident Trust Company BVI Limited, Trident Chambers, PO Box 146, Road Town, Tortola, and Unique Goals International Ltd ("Unique"), c/o Portcullis TrustNet (BVI) Limited, Portcullis TrustNet Chambers, PO Box 3444, Road Town, Tortola, British Virgin Islands, each subscribed for and acquired beneficial ownership of and/or control or direction over 1,818,181 units (each, a "Unit") of Red Tiger Mining Inc. (the "Corporation"), at a price of CDN$0.55 per Unit, for aggregate consideration of CDN$1,999,999.10. Each Unit was comprised 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 completion of the Private Placement, Kirkland beneficially owned and/or exercised control or direction over 1,968,492 Common Shares and 12,313,980 Warrants and Unique beneficially owned and/or exercised control or direction over 1,696,900 Common Shares. This represented approximately 3.00% of the issued and outstanding Common Shares for Kirkland and approximately 2.59% of the issued and outstanding Common Shares for Unique, and when aggregated and combined with the 39,242,000 Common Shares beneficially owned and/or controlled or directed by ZGML, represented approximately 65.45% of the issued and outstanding Common Shares.

Following the completion of the Private Placement, Kirkland beneficially owns and/or exercises control or direction over 3,786,673 Common Shares and 14,132,161 Warrants and Unique beneficially owns and/or exercises control or direction over 3,515,081 Common Shares and 1,818,181 Warrants. This represents approximately 5.47% of the issued and outstanding Common Shares for Kirkland and approximately 5.08% of the issued and outstanding Common Shares for Unique, and when aggregated and combined with the 39,242,000 Common Shares beneficially owned and/or controlled or directed by ZGML, represents approximately 67.27% of the issued and outstanding Common Shares on an undiluted basis (or 90,653,514 Common Shares or approximately 80.01% on a partially diluted basis, assuming exercise of the 14,132,161 Warrants held by Kirkland, the 1,818,181 Warrants held by Unique and the 392,420,000 Warrants held by ZGML).

The Private Placement was a private transaction outside of any market or other facility.

The Units acquired by Kirkland and Unique were acquired for investment purposes. Kirkland, Unique and/or ZGML may, in the future, increase or decrease their respective 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

  • Marvin Singer
    (416) 203-4426