CuOro Announces Transaction Agreement with Pacific Road Resources Fund II
29.05.2012/6/XNUMX VANCOUVER (BRITISH COLUMBIA) - CuOro Resources Corp. (TSX-V: CUA; FSE: XNUMXBC) (“CuOro” or the “Company”), Pacific Road Resources Fund II and Pacific Road Resources Fund II LP (along with Pacific Road Resources Fund II, “Pacific Road”) are pleased to announce that they have entered into a definitive agreement (the “Agreement”) relating to certain proposed investments Pacific Road is to make in CuOro. The TSX Venture Exchange (the “TSXV”) has conditionally approved the terms of the Transaction as set out in the Agreement.
Pursuant to the terms of the agreement, Pacific Road has granted two different options for acquiring entities of the Company through non-brokered private placements that are subject to certain conditions as set out in the agreement. The issue of Units is subject to shareholder approval and, in any event, the final approval of TSXV.
The agreement also provides Pacific Road with the acquisition of two to three million common shares of the company in the secondary market. This is also subject to certain conditions set out in the agreement. This includes the receipt of shareholder approval.
The first option to acquire units of the Company (the "P1 Units") is to invest Pacific Road in the Company from 5,0 to 7,5 Million $ at a price of 2,00 $ per P1 unit. This is reserved for the pricing rules of the TSXV. Each P1 Unit will consist of one common share and one-half stock purchase warrant of the Company. Each whole warrant will be exercisable into a common share for a period of two years from the date of issue at a price of 2,50 $, but will not be exercisable during the first 65 days after the issue of the P1 units.
The second option to acquire units of the Company (the "P2 Units") provides for Pacific Road's investment in the Company in the amount of up to 40,0 million $ at a price per P2 unit equal to the twentieth weighted average stock price of the common shares of the Company Company at the time of exercise of the second option. This is reserved for the pricing rules of the TSXV. The second option may be exercised at any time within 45 days after which, depending on which case occurs first, the Company has either prepared a resource estimate, an initial economic valuation or a prefeasibility study and submitted it to Pacific Road. Each P2 Unit will consist of one common share and one-half stock purchase warrant of the Company. Each whole warrant may be exercised for a period of two years from the date of issue at a price equal to 125% of the purchase price of the P2 units.
The final number of units to be issued under each option in the event that they are exercised and the price and expiration date of the securities issued under each option will be exercised at the time such option is exercised Pacific Road will be announced. In the event that all of the considered purchases of securities on the market and the exercise of the options to acquire units of the Company are made by Pacific Road, Pacific Road will ultimately have a controlling interest in the Company as defined in the Articles of Incorporation of TSXV and applicable securities laws.
The agreement contains assurance and warranty clauses of the Company and Pacific Road as well as certain suspensive conditions and obligations that must be met in connection with the transaction. The Company has also agreed to grant Pacific Road specific shareholder rights including representation on the Company's Board of Directors, registration rights and subscription rights that depend on the performance of the first option. The agreement includes a right of mutual annulment and certain waiver rights in favor of the company or Pacific Road.
A copy of the Agreement has been submitted to SEDAR as an integral contract of the Company and can be viewed at www.sedar.com in the Company's SEDAR Profile.
About CuOro Resources Corp.
CuOro Resources (TSX VENTURE: CUA) is a Canadian listed exploration company that is currently developing two projects in Colombia. The Company's flagship copper project, Santa Elena, is located in Antioquia and is home to potentially high-grade shallow VMS deposits. The current drill program on 25.000 meters is currently underway; the last results yielded values of 102,9 m with 1,44% Cu including 14 m with 2,9% copper. The Company is authorized to acquire a 100% interest in the Santa Elena Property. The company is highly capitalized with 15 million in cash and is managed by an experienced management and technical team based in Medellín, Colombia. The long-term growth strategy is to continue to identify and acquire new assets in South America, with the emphasis on copper and gold, taking into account the highest environmental and social standards.
About Pacific Roads Company
Pacific Roads units are private equity funds that invest in the global mining industry. They provide expansion and absorption capital for mine projects, mine-related infrastructure and mine service companies in resource-rich regions of the world. The Pacific Roads units are managed and advised by Pacific Road Capital Management Pty Ltd ("PRCM"). The PRCM team, with offices in Sydney, Australia, San Francisco and New York, USA, consists of experienced mining investment professionals with extensive knowledge and experience in the mining and infrastructure sectors, including operations, project development and transaction and investment banking, feature. For more information on the Pacific Roads and PRCM units, please visit their website at www.pacroad.com.au.
On behalf of the Board of Directors of CuOro,
Robert Sedgemore, President & CEO
For more information please contact:
CuOro Resources Corp .:
Dave Doherty
Tel: + 1-604-315-1237
E-mail: [email protected]
Pacific Road Fund II:
Greg Dick
Tel: + 61-2-9241-1000
E-mail: [email protected]
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Forward-looking statements
Statements in this press release that are not historical facts are "forward-looking statements" or "forward-looking information" in accordance with applicable securities laws and are based on expectations, estimates and projections at the time of publication of this release. Forward-looking statements include, but are not limited to, possible events, statements regarding potential events, future gold and silver prices, the performance of mineral resource estimates, and the success of exploration activities. The terms "anticipated" or "estimates" or variations of such terms and phrases or statements that "specific" actions, events or results "may" or "may", as well as similar expressions, identify forward-looking statements. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by the Company at the time of publication, are subject to significant commercial, economic and market uncertainties and risks. The Company's estimates and assumptions in this news release that may prove incorrect include without limitation that the terms of the agreement are not met by the Company or Pacific Road, that Pacific Road will make all investments contemplated under the Agreement, and that the Company's shareholders and TSXV agree to the proposed private placements of the units. Known and unknown factors could cause actual results to differ materially from those expressed in forward-looking statements. Such factors include (but are not limited to): the failure of the Company and / or Pacific Road to comply with the terms of the Agreement; Changes in national and local case law, taxation, control and regulation as well as political or economic developments in Canada, Colombia or other countries where the company is active or could become active in the future; Business opportunities that the company could pursue or that could be submitted to it; operational or technical difficulties associated with mining; the speculative nature of gold exploration and development, including the risks associated with obtaining licenses and approvals; a decrease in the quantity or the ore content of reserves; as well as disputes over concession rights, especially rights to unreachable property. There are also risks and dangers associated with the gold exploration, development and exploitation business, including environmental hazards, industrial accidents, unusual or unexpected geological formations, pressures, subsidence, flooding and bullion losses (and the risk of inadequate coverage or damage). Refusal of insurance liability). Many of these uncertainties and risks may affect the actual results of the business and may cause actual results to differ materially from those expressed or implied by the forward-looking statements of the company (or on behalf of the company). There can be no assurance that any forward-looking statements will prove to be accurate. Actual results and future events may differ materially from such statements. Forward-looking statements are made to provide information about management's future expectations and plans. All forward-looking statements in this news release are limited by these and other precautions in our Canadian securities publications. These factors are not intended to be a complete list of factors that could affect the business. Although the Company believes that the expectations in these forward-looking statements are based on reasonable assumptions, actual results may differ.
