/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES OF AMERICA/
TORONTO, Aug. 10 /CNW/ - Medoro Resources Ltd. (TSX-V: 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
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
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.comwww.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
For further information:
For further information: Peter Volk, General Counsel & Secretary, (416)