Yamiri Gold and Energy Inc. restructures



    Trading Symbol (TSXV): YGI

    VANCOUVER, June 29 /CNW/ - Yamiri Gold and Energy Inc. (the "Company")
announces that it has entered into an agreement to sell its 79.5% interest in
its subsidiary Yacimientos Mineros Riojanos S.A. ("Yamiri SA") to Jorge
Gamarci, the Company's Chairman and CEO, for a total purchase price of
$677,268. The purchase price will be satisfied by the payment of $533,577 in
cash and forgiveness of the $143,691 loan owed by the Company to Mr. Gamarci.
In addition, the Company will convert its existing loans advanced to Yamiri SA
(in the approximate amount of $1.31 million) to a 10% net profit interest in
all the material properties held by Yamiri SA. The sale has been unanimously
approved by all of the independent directors of the Company and is subject to
the approval of the shareholders of the Company at the Company's annual and
special meeting scheduled to be held on July 28, 2009, and to the approval of
the TSX Venture Exchange.
    The Company has also agreed with Endeavour Financial ("Endeavour") to
convert US$344,000 of the US$430,000 bridge loan advanced by Endeavour last
year into units of the Company at a price of $0.05 per unit, resulting in the
issuance of approximately 7,568,000 units to Endeavour. Each unit will consist
of one common share and one warrant, exercisable for a period of five years at
$0.10 per share.
    Closing of the sale of Yamiri SA and the debt conversion to Endeavour are
subject to the approval of the TSX Venture Exchange and are anticipated to
occur immediately after receipt of shareholder approval at the upcoming
shareholder's meeting. Mr. Gamarci has agreed to resign as a director and
Chairman and CEO of the Company in connection with these transactions and will
not stand for re-election at the annual meeting.
    Pursuant to the conversion of the bridge loan, Endeavour will receive
approximately 7,568,000 common shares and 7,568,000 warrants of the Company.
Endeavour has also agreed to purchase 35,571,800 shares of the Company
pursuant to a private transaction. Endeavour currently owns 15,504,224 shares
of the Company and options to acquire an additional 500,000 shares. On closing
of these transactions, Endeavour will have ownership and control over
58,644,024 common shares of the Company, representing approximately 60.1% of
the then issued and outstanding shares. Assuming exercise of the 500,000
options and the 7,568,000 warrants, Endeavour would own 66,712,024 shares
representing 63.11% of the then outstanding shares of the Company. The Company
is advised that the securities were acquired by Endeavour for investment
purposes. While Endeavour does not currently have any intention to acquire
further securities of the Company, Endeavour may in the future acquire or
dispose of securities of the Company, through the market or otherwise, as
circumstances or market conditions warrant.

    YAMIRI GOLD AND ENERGY INC.

    Gordon Keep

    
    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.
    





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YAMIRI GOLD AND ENERGY INC.

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