TORONTO, June 8 /CNW/ - Medoro Resources Ltd. (TSX-V: MRS) and Colombia
Goldfields Limited (TSX: GOL) announced today that Medoro has executed a
binding Arrangement Agreement with Colombia Goldfields to acquire all of the
issued and outstanding shares of Colombia Goldfields in exchange for common
shares and warrants of Medoro. Under the proposed arrangement, which is
subject to regulatory approval and stockholder approval by Colombia
Goldfields, Medoro will 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. The share exchange ratio is 0.28 of
a share plus 0.009 of a consideration warrant of Medoro for each 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 25% of Medoro based upon Medoro's issued
and outstanding shares as of today.
One of the conditions of the Arrangement Agreement is that, prior to
closing, Colombia Goldfields will have reached agreements, acceptable to
Medoro, with its key creditors on the repayment of outstanding debt and
Closing will occur upon receipt of stockholder approval, regulatory and
court approvals, in particular the Security and Exchange Commission ("SEC")
approval of the stockholder proxy statements, and approval by the Supreme
Court of Yukon.
Commenting on the proposed acquisition, Robert Doyle, CEO of Medoro,
stated "The proposed acquisition gives Medoro a well-developed asset that
helps us diversify our portfolio of properties."
In connection with the proposed arrangement, Colombia Goldfields will
file with the SEC and mail to its stockholders a proxy statement (the "Proxy
Statement"). STOCKHOLDERS OF COLOMBIA GOLDFIELDS ARE URGED TO READ THE PROXY
STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT
INFORMATION THAT SUCH STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION
ABOUT THE PROPOSED ARRANGEMENT. In addition to receiving the Proxy Statement
from Colombia Goldfields by mail, stockholders of Colombia Goldfields will be
able to obtain the Proxy Statement, as well as other filings containing
information about Colombia Goldfields, without charge, from the SEC's website
(www.sec.com) or on SEDAR's website (www.sedar.com), or without charge, from
Colombia Goldfields at www.colombiagoldfields.com. 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 Goldfields and its directors and officers and other members of
management and employees may be deemed to be participants in the solicitation
of proxies in respect to the proposed arrangement. Information regarding
Colombia Goldfields' directors and executive officers is detailed in the proxy
statements and annual reports on Form 10-K, previously filed with the SEC, and
will be included in the Proxy Statement, when it becomes available.
Medoro Resources is a gold exploration and development company focused on
acquiring properties of merit for potential joint ventures with senior
producers. Medoro holds a 100% interest in the Lo Incredible 4A and 4B
properties in Venezuela and interests in eleven gold exploration areas in the
Republic of Mali.
The Lo Increible property is located in the El Callao area of the State
of Bolivar in Venezuela. It comprises two adjacent mining contracts covering a
total of 2,217 hectares.
At Lo Increible there are three key prospects being La Cruz, La Sofia and
El Tapon. The data base used to produce the mineral and resource estimate was
comprised of some 581 drillholes, representing approximately 90,000 meters of
drilling. The NI 43-101 report dated April 27, 2009 indicated a Measured and
Indicated Resource of 13.4 million tonnes at a grade of 2.2 g/t yielding
940,000 ounces of gold. Additionally there are inferred resources of 0.84
million tonnes grading 3.3 g/t and containing 90,000 ounces of gold. These
resources were estimated using a 0.5g/t cut-off, apart from a deep high grade
zone at La Cruz, which has the potential to be exploited by underground
mining, and which has been reported using a 4.0g/t cut-off grade.
Medoro has developed a budget of approximately US$4.0 million for 2009 to
complete additional targeted drilling, metallurgical test work and also
environmental management costs as well as the preparation of appropriate
feasibility style report. It is envisioned that the Lo Increible will be mined
first as an open pit operation utilizing a contract miner and contract
About Colombia Goldfields
Colombia Goldfields has been developing a large gold resource into a
world class asset utilizing Colombia's historic Marmato Mountain gold district
as a foundation while conducting programs incorporating property acquisitions,
community resettlement and exploration.
The Marmato project is located approximately 80 km south of the city of
Medellin, Colombia and is accessible via the Pan American Highway.
Colombia Goldfields has completed approximately 46,000 meters of core
drilling in Zona Alta at Marmato Mountain. The first 12,126 meters of
drilling, as well as 1,171 meters of cross cuts and 504 meters of underground
sampling was used to prepare the NI 43-101 Resource Calculation dated May 30,
2008. As detailed in this report, the initial inferred resource was 56 million
tonnes at a grade of 1.28 g/t resulting in 2.3 million ounces of gold, at a
0.5 g/ t cut - off grade.
Dr. Mike Armitage is the Qualified Person for the Lo Increible project,
is independent of Medoro and has reviewed the resulting Lo Increible mineral
resource estimates and the integrity of these as reported above.
Medoro has used Actlab Laboratories in Venezuela as the primary
laboratory. Split HQ core samples of 4 to 5 kilograms were crushed and
pulverized to 500 grams. A 30-gram sample was split for fire assay analysis
using AAS finish, and gravimetric finish of gold grade was greater than 2.0
g/t. A comprehensive quality control program, which includes blanks, standards
duplicates and cross checks was employed.
Dr Stewart D. Redwood, Vice President of Exploration of Colombia
Goldfields, is the qualified person for Colombia Goldfields and has prepared
or supervised the preparation of all scientific and technical information
related to the Marmato project contained in this press release. He is a Fellow
of the Institute of Materials, Minerals and Mining (FIMMM) of the UK, a
foreign professional association and designation recognized by the Canadian
The laboratories used were Inspectorate (ISO 9001:2000 and 9002:2004
certified) in Medellin, Colombia (sample preparation), Reno, Nevada
(preparation and analysis), and Lima, Peru (analysis), and SGS in Medellin
(preparation) and Lima (analysis). Gold was assayed by fire assay with
gravimetric finish or AAS finish. Silver was assayed by fire assay with AAS
finish or analyzed by ICP together with a suite of multi-elements. Blank,
standard and duplicate samples are routinely inserted for quality assurance
and quality control.
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 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 the
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 Medoro's and Colombia Goldfields' periodic
reports filed with the appropriate regulatory authorities. Neither Medoro nor
Colombia Goldfields has any intension or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Neither TSX Venture Exchange nor its Regulation Service 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)
603-4653, www.medororesources.com; J. Randall Martin, Vice Chairman and CEO,
(416) 361-9640, www.colombiagoldfields.com