/NOT FOR DISSEMINATION IN THE UNITES STATES OR THROUGH U.S. NEWSWIRES/
GREENWICH, CT, July 19, 2012 /CNW/ - Wexford Capital LP ("Wexford") responded today to the Directors' Circular filed by the board of directors (the "Board") of Oro Mining Ltd. ("Oro Mining").
Wexford Spectrum Trading Limited and Wexford Catalyst Trading Limited, private investment funds affiliated with and managed by Wexford, have offered to purchase any and all common shares of Oro Mining ("Shares") at a price of $0.11 per Share (the "Wexford Offer").
- The Wexford Offer is at a substantial premium to market. The Wexford Offer is a premium of approximately 57.1% over the closing price of the Shares on June 13, 2012 and a premium of approximately 76.3% over the 60-day volume weighted average closing price of the Shares. The Board's comparison of the Wexford Offer to the closing price of $0.13 on June 1, 2012 is misleading. The Board fails to disclose that there was a single trade of 1,000 Shares at $0.13 per Share (or $130 worth of volume), and that the Shares did not otherwise trade above $0.08 on that day.
- The Wexford Offer is not coercive. The Wexford Offer is available to any and all shareholders of Oro Mining that wish to sell their Shares at a substantial premium to the public market trading prices for the Shares. The Board's contention that the Wexford Offer is coercive is false.
- The Wexford Offer is a firm offer. The Wexford Offer is not subject to a minimum tender condition, due diligence, a financing contingency or other similar conditions. The Board's assertion that the Wexford Offer is "highly conditional and not a firm offer" is false.
- The Wexford Offer is an all cash bid. This bid creates immediate and tangible value for shareholders while removing exploration, development and operational risks going forward.
- The Special Committee members do not have a meaningful economic interest in Oro Mining. Wexford holds approximately 21.1% of the outstanding Shares of Oro Mining. By contrast the Special Committee members own only 0.4% of the outstanding Shares and one member of the Special Committee owns no Shares.
- The Board has not provided adequate leadership to Oro Mining. Since May 18, 2007, when the chairman of Oro Mining was first nominated to the Board of Oro Mining's predecessor, the Share price has declined from a closing price of $0.81 to a closing price of $0.07 the day before the Wexford Offer was announced, a loss of shareholder value of over 90%. Oro Mining faces substantial challenges that if not adequately addressed may further impair shareholder value. Other shareholders have advised Wexford that they lack confidence in the Board.
- The Wexford Offer is the only bona fide offer open to shareholders of Oro Mining. Oro Mining has not offered any viable alternative to the Wexford Offer.
- Oro Mining requires substantial additional capital. Oro Mining estimates that it needs at least $28 million to develop its Taunus project, yet it has only approximately $7.5 million of cash on hand and no existing bank or credit facility, equity commitment or other available source for additional funds. Any financing alternatives available to Oro Mining are likely to impose onerous restrictions on Oro Mining and/or be highly dilutive to existing Oro Mining shareholders. The all-cash Wexford Offer creates immediate and tangible value for shareholders while removing exploration, development and operational risks going forward.
|THE WEXFORD OFFER IS OPEN FOR ACCEPTANCE UNTIL 5:00 PM EASTERN TIME ON AUGUST 9, 2012.|
Pursuant to the Wexford Offer, Oro Mining shareholders will receive $0.11 in cash per common share of Oro Mining. The Wexford Offer will be open for acceptance until 5:00 p.m. (Eastern time) on August 9, 2012, unless extended, varied or withdrawn. The Wexford Offer is subject to certain conditions; including there being no adverse material change to Oro Mining. Full details of the terms and conditions of the offer are set out in the formal offer and take-over bid circular.
Copies of the offer, take-over bid circular and related documents are also available through the internet at www.sedar.com.
This press release does not constitute and offer to buy or invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of Oro Mining. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.
Cautionary Note Regarding Forward Looking Statements
Certain statements contained herein are "forward looking statements" within the meaning of applicable securities laws. Often, but not always, forward-looking statements may be identified by their use of forward-looking terminology such as the words "plans", "expects", "expected", "projects", "believes", "anticipates", "intends", "estimates", "scheduled" or other similar words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to known and unknown risks, uncertainties and other factors which could cause actual results, performances or achievements to differ materially from future results expressed or implied by such forward looking statements. Factors related to such risks and uncertainties, and underlying estimates and assumptions include, among others, the following: Wexford's assessment of the effect of an offer on Wexford, Oro Mining and on the shareholders of Oro Mining, the satisfaction of any conditions to an offer; the timing and prospects for shareholder acceptance of an offer and the implementation thereof; discrepancies between actual and estimated resources; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign investment; speculative nature of mineral exploration; defective title to mineral claims or property, litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities; and labour relations matters. Accordingly, undue reliance should not be placed on forward looking statements or information. We do not expect to update forward-looking statements or information continually as conditions change, except as may be required by law.
For further information:
Wexford Capital LP
411 West Putnam Ave.
Greenwich, CT 06830
Telephone: (203) 862-7000