TORONTO, May 17 /CNW/ - Zaruma Resources Inc., (TSXV-ZMR.H), (the "Company") reported that as projected in its news release on April 30, a general Cease Trade Order was issued on May 13, 2010 because it was unable to file its audited consolidated financial statements and other reports ("Annual Filings") for the fiscal year ended December 31, 2009 by April 30, 2010, the filing deadline provided in National Instrument 51-102 - Continuous Disclosure Obligations. The Company had insufficient funds available to complete the audit of the consolidated financial statements.
On May 6, 2010 the Company reported that it had entered into a non-binding Memorandum of Understanding ("MOU") with Gravity Ltd. ("Gravity") regarding a US$20 million equity issue for the financing of the Luz del Cobre Copper Project, the completion of the feasibility study on the Sapuchi Gold Project and for working capital purposes. The units to be subscribed for at C$0.05 include one common share and a warrant entitling the holder to acquire one common share at a price of C$0.10 for a period of one year.
In connection with the MOU, Gravity entered into an agreement whereby it may subscribe for up to C$500,000 of a 10% Senior Unsecured Convertible Promissory Note (the "Note") in three separate advances. The Note will mature one year from the date of issue and is convertible into common shares of the Company at C$0.05 per share. As consideration for receiving the first advance under the Note in the amount of C$260,000, the Company issued 5,200,000 warrants to Gravity, each such warrant being exercisable to acquire one common share of the Company at C$0.10 per share for a period of one year, subject to adjustment in certain circumstances. The Company will use the proceeds from the Note for working capital purposes.
The receipt of the first advance has enabled the Company to commence the audit of its consolidated financial statements, and it currently expects to be able to complete its Annual Filings in the first week of June, with an application to have the Cease Trade Order rescinded.
Subject to the completion of a due diligence study and other matters, it is intended that the proposed US$20 million financing will be submitted to Zaruma's shareholders for approval at its Annual Meeting planned for the end of June. On approval of the proposed financing by the shareholders and the closing of the financing, the Company expects to graduate its existing listing from the NEX board to the main board of the TSX Venture Exchange.
This News Release contains forward-looking statements which are typically preceded by, followed by or including the words "believes", "expects", "anticipates", "estimates", "intends", "plans" or similar expressions. Forward-looking statements are not guarantees of future performance as they involve risks, uncertainties and assumptions, including securing additional funding.
Zaruma Resources Inc. is a pre-production stage company listed on the NEX board of the TSX Venture Exchange (symbol ZMR.H) and the Frankfurt Stock Exchange (symbol: ZMR). Common shares outstanding: 117,608,747.
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 ZARUMA RESOURCES INC.
For further information: For further information: Zaruma Resources Inc., 20 Toronto Street, 12th Floor, Toronto, ON, M5C 2B8, Canada, Fax: (416) 367-3638, www.zaruma.com; Dr. Thomas Utter, President and CEO, Tel: +1 52 662 210 5650, firstname.lastname@example.org; Frank van de Water, CFO and Secretary, Tel.: (416) 869-0772, email@example.com