TORONTO, Dec. 30 /CNW/ - Medoro Resources Ltd. (TSX-V: MRS) announced today that it has entered into a support agreement with Colombia Gold plc pursuant to which Medoro will offer to acquire all of the outstanding ordinary shares of Colombia Gold on a fully diluted basis in exchange for 33,333,333 Medoro common shares. The offer provides that 0.33409 of a Medoro common share will be issued for each Colombia Gold ordinary share that is validly tendered and accepted by Medoro. Medoro has also agreed to pay or cause to be paid outstanding indebtedness of Colombia Gold up to a maximum of C$2,800,000, upon acquisition of Colombia Gold.
Commenting on the proposed acquisition, John Hick, CEO of Medoro, stated "We are pleased to have signed the support agreement and look forward to a positive response from Colombia Gold shareholders to our offer. The acquisition of the Echandia property is an important step in our plan to consolidate properties at Marmato."
The board of directors of Colombia Gold has determined that the terms of the Medoro offer are fair and reasonable and has unanimously recommended that all Colombia Gold shareholders accept the offer. Each member of the board of directors of Colombia Gold and their connected parties intend to accept the offer in respect of their beneficial holdings of Colombia Gold shares, which in aggregate represent 7% of all of the issued and outstanding Colombia Gold shares.
The offer is subject to customary conditions that are required to be satisfied prior to the take-up and payment by Medoro. An offer document containing details of the offer, together with a letter from the board of directors of Colombia Gold recommending acceptance of the offer, and other related documents, will be sent to Colombia Gold shareholders on or about January 5, 2010 and will be open for acceptance until January 18, 2010. Subject to the terms of the offer, Medoro intends to take-up and pay for all Colombia Gold shares tendered immediately after expiry of the offer on January 18, 2010.
Colombia Gold, a private company registered in England, has the rights to the Echandia concession in the Marmato gold region of Colombia. Marmato is one of the most important historical gold districts in Colombia and lies in the heart of the main historical gold producing region. Medoro intends to shortly file on SEDAR a technical report, prepared by Scott E. Wilson Consulting Inc., with respect to the Echandia property.
On October 30, 2009, Medoro acquired Colombia Goldfields Ltd., which owns the Zona Alta of Marmato, and, as previously announced, Medoro has entered into a preliminary letter of intent with Mineros S.A., a public Colombian company, pursuant to which Medoro will purchase all of the issued and outstanding common shares of its subsidiary, Mineros Nacionales S.A., which owns the Zona Baja at Marmato. If the acquisitions of Mineros Nacionales S.A. and Colombia Gold are completed, Medoro will have consolidated most of the mining rights in the Marmato region.
About Medoro Resources Ltd.
Medoro Resources Ltd. is a gold exploration and development company focused on acquiring gold properties of merit to bring to production, with a primary emphasis on Colombia. The Company owns the rights to interests in the Zona Alta in the Marmato region, located in Colombia, and recently announced the execution of: (i) a non-binding letter of intent to acquire all of the issued and outstanding common shares of Mineros Nacionales S.A.; and (ii) a support agreement regarding an offer 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 other gold exploration areas outside of South America. Additional information on Medoro Resources Ltd. can be found by reviewing the Company's profile on SEDAR at www.sedar.com.
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: John Hick, President & CEO, (416) 603-4653, firstname.lastname@example.org