TORONTO, Oct. 6 /CNW/ - Medoro Resources Ltd. (TSX-V: MRS) announced today that it has entered into a preliminary letter of intent with Mineros S.A., a private Colombian company, pursuant to which Medoro will purchase all of the issued and outstanding common shares of its subsidiary, Mineros Nacionales S.A., for an aggregate purchase price of US$35,000,000, of which US$5,000,000 in cash will be paid shortly as a deposit that will be refundable in certain cases. The final purchase price will be payable in cash or common shares of Medoro, at the seller's option.
Completion of the Mineros Nacionales transaction is subject to the negotiation of a definitive agreement, the satisfactory completion of technical, financial, legal and other commercial due diligence and customary conditions, including legal and regulatory approvals. If completed, it is anticipated that the acquisition of Mineros Nacionales would be completed by February 15, 2010.
Mineros Nacionales owns the Zona Baja at the Marmato Mountain in Colombia which currently has an underground operation with a working mill which, based on information provided by Mineros Nacionales, currently produces approximately 25,000 ounces of gold per year, based on an 800 tonne per day operation.
If the transactions contemplated by the preliminary letter of intent with Mineros S.A. and by Medoro's previously announced non-binding, preliminary letter of intent signed with Colombia Gold plc (which has the rights to the Echandia property at Marmato Mountain), are completed, and upon the consummation of Medoro's proposed acquisition of Colombia Goldfields Ltd. (which has the rights to the adjacent Zona Alta property), Medoro would have most of the mining rights to the Marmato Mountain project. The proposed acquisition of Mineros Nacionales S.A. furthers Medoro's efforts to consolidate its gold holdings in the Marmato area, and would provide Medoro with immediate milling capacity, which it ultimately hopes to expand.
Completion of the Colombia Goldfields transaction described above is subject to approval by the Colombia Goldfields shareholders, various other approvals as required by the interim order of the Supreme Court of Yukon and other customary closing conditions, including legal and regulatory approvals.
Completion of the Colombia Gold transaction described above is subject to the negotiation and execution of a definitive agreement, satisfactory completion of technical, financial, legal and other commercial due diligence and other customary conditions, including legal and regulatory approvals. The preliminary letter of intent may be terminated by Medoro at any time. A comprehensive news release regarding this transaction will be issued if and when all these conditions are satisfied or waived.
This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell shares of Colombia Goldfields, Colombia Gold, Mineros Nacionales or Medoro.
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: (i) an arrangement agreement to acquire the shares of Colombia Goldfields Ltd., and (ii) and a letter of intent to acquire the securities of Colombia Gold plc, each of 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 four 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
SOURCE MEDORO RESOURCES LIMITED
For further information: For further information: Peter Volk, General Counsel & Secretary, (416) 603-4653