🕐03.10.09 - 21:36 Uhr
Colombia Goldfields Files Proxy Statement in Connection with Proposed Acquisition by Medoro
Colombia Goldfields Files Proxy Statement in Connection with Proposed
Acquisition by Medoro
TORONTO, Oct.
2 /CNW/ - Medoro Resources Ltd.
(TSX-V: MRS) announced today
that Colombia Goldfields Ltd.
has filed its definitive proxy statement on
Schedule 14A with the U.S.
Securities and Exchange Commission in connection
with the special meeting of securityholders of Colombia Goldfields to be
held on October 23, 2009, at which meeting stockholders, warrantholders and
optionholders will be asked to approve the acquisition by Medoro of all of
the outstanding shares of common stock of Colombia Goldfields.
Medoro has
previously agreed with Colombia Goldfields to acquire all of its issued
shares.
Under the terms of the agreement, Colombia Goldfields stockholders
will receive 0.336 of a Medoro common share plus 0.0108 of a Medoro share
purchase warrant for each Colombia Goldfields share of common stock.
Each
full warrant will be exercisable into one Medoro common share at a
subscription price of Cdn$0.50 per Medoro common share for a term of two
years.
The definitive proxy statement, along with other materials in connection
with the special meeting, was mailed to the securityholders of Colombia
Goldfields today.
Medoro also announced that the Supreme Court of Yukon has issued an interim
order relating to the arrangement under Section 195 of the Business
Corporations Act (Yukon) to effect the proposed acquisition.
Assuming that
securityholders of Colombia Goldfields approve the arrangement, it is
anticipated that an application will be made to the Supreme Court of Yukon
for a final order in respect of the arrangement shortly after the
securityholder meeting occurs.
Assuming securityholder, TSX Venture Exchange and court approval and that
the conditions to the completion of the arrangement are satisfied or waived,
it is anticipated that the proposed Colombia Goldfields acquisition will
close by the end of October 2009.
A copy of Colombia Goldfields definitive proxy statement in connection with
the proposed acquisition has been filed under Colombia Goldfields profile
on EDGAR and is available, along with other filings containing information
about Colombia Goldfields, at www.sec.gov.
A copy of the arrangement
agreement in connection with the proposed acquisition has been filed under
Medoros profile on SEDAR and is available at www.sedar.com.
This
announcement is neither a solicitation of proxy, an offer to purchase nor a
solicitation of an offer to sell shares of Colombia Goldfields or Medoro.
About Medoro Resources Ltd.
Medoro Resources Ltd.
is a gold exploration and development company focused
on acquiring properties of merit for potential joint ventures with senior
producers.
The company recently announced the execution of: (i) an
arrangement agreement to acquire the shares of Colombia Goldfields Ltd., and
(ii) and a letter of intent 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 four gold exploration areas in the Republic of
Mali.
Additional information on Medoro Resources Ltd.
can be found by
visiting the companys website at
www.medororesources.comwww.medororesources.com.
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities for
sale into the United States or Canada.
No offering of securities shall be
made in the United States or Canada except pursuant to registration under
the US Securities Act of 1933, as amended, or an exemption therefrom.
This press release contains forward-looking statements based on assumptions,
uncertainties and managements 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 companys 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.
%SEDAR: 00020446E For further information: Peter Volk, General Counsel &
Secretary, (416) 603-4653
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