/NOT FOR DISSEMINATION IN THE UNITES STATES OR THROUGH U.S. NEWSWIRES/
GREENWICH, CT, July 10, 2012 /CNW/ - Wexford Capital LP ("Wexford") announced an update to its previous disclosure under National Instrument 62-103 ("NI 62-103") on May 10, 2012 and June 13, 2012 regarding ownership of warrants of Oro Mining Ltd. ("Oro").
On May 10, 2012, Wexford filed an alternative monthly report under NI 62-103 (the "May 10 AMR") and on June 13, 2012, Wexford filed an early warning report under NI 62-103 (the "June 13 EWR"). In both the May 10 AMR and June 13 EWR, Wexford disclosed that it holds, through two private investment funds, 40,591,000 common shares of Oro, 3,571,450 warrants expiring January 20, 2013 (the "2013 Warrants") and 17,045,500 warrants expiring February 14, 2014 (the "2014 Warrants").
On July 9, 2012, Wexford received notice from Oro that the 2013 Warrants reported to have been acquired by Wexford through its investment funds pursuant to the private agreement exemption in Section 4.2 of Multilateral Instrument 62-104, as disclosed in the May 10 AMR, are not transferrable pursuant to their terms and therefore the transfer to Wexford has not been effected. The transaction between the vendor and Wexford with respect to the 2013 Warrants has therefore been cancelled.
As a result, Wexford holds, through two private investment funds, 40,591,000 common shares of Oro and 17,045,500 2014 Warrants, exercisable on the terms set out below, which, to the knowledge of Wexford, represents 21.10% of the issued and outstanding common shares of Oro or 27.52% of the issued and outstanding common shares of Oro assuming the full exercise of the 2014 Warrants. Each 2014 Warrant entitles the holder to acquire one fully paid and non-assessable common share of Oro at any time prior to February 17, 2014 at a purchase price of $0.20 per common share; provided, however, that Wexford, through its private investment funds, shall not be entitled to exercise such 2014 Warrants at any time where, following such exercise, Wexford would hold more than 19.9% of the then issued and outstanding common shares of Oro, unless Oro has received shareholder approval thereof in accordance with the requirements of the TSX Venture Exchange.
All of Wexford's Oro common shares and 2014 Warrants are held through two private investment funds managed and controlled exclusively by Wexford: Wexford Spectrum Trading Limited ("Wexford Spectrum") and Wexford Catalyst Trading Limited ("Wexford Catalyst"), each a Cayman Islands exempt company. Wexford does not own any Oro common shares with respect to which control is held by other persons or companies other than Wexford or such private investment funds.
On July 4, 2012, Wexford, through Wexford Catalyst and Wexford Spectrum, mailed a take-over bid circular to all shareholders of Oro pursuant to which Wexford Catalyst and Wexford Spectrum have offered to purchase any or all Oro common shares for a purchase price of $0.11 per common share (the "Offer"). The Offer will remain open for acceptance by Oro shareholders until 5:00 p.m. (Eastern time) on August 9, 2012 unless withdrawn, varied or extended by Wexford Spectrum and Wexford Catalyst.
For further information and to obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder or the offer documents filed in connection with the Offer, please see Oro's profile on the SEDAR website www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Wexford Capital LP
411 West Putnam Ave.
Greenwich, CT 06830
Telephone: (203) 862-7000