Medoro Resources announces private placement

Medoro Resources Announces Private Placement with Gold Fields

 

    /NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN

    THE UNITED STATES/

 

    TORONTO, May 4 /CNW/ - Medoro Resources Ltd. (TSX-V/AIM: MRL) announced

today that it has agreed with a subsidiary of Gold Fields Ltd. to a private

placement of 16,479,000 subscription receipts at a price of $0.20. Each

subscription receipt, upon exercise, will convert into units of the company,

with each unit consisting of one share and one-half of a share purchase

warrant. Each whole warrant will be exercisable at a price of $0.40 for two

years from the closing of the placement. The private placement is subject to

regulatory approval and is expected to close shortly.

    In conjunction with the private placement, Gold Fields and Medoro have

agreed to enter into an agreement regarding an area of mutual of interest.

Medoro has agreed that within this area, which encompasses part of the El

Callao region of Venezuela, including the Lo Increible 4A and 4B properties,

it will not joint venture or dispose of any property to which it has rights

without first offering the opportunity to Gold Fields.

    The funds from the private placement will be used for exploration

activities on the Lo Increible properties, and will remain in escrow until the

completion of the previously announced proposed acquisition of Panwest Seas

Corporation Ltd., which holds the rights to those properties. If the

acquisition of Panwest and the Lo Increible properties is approved by Medoro

shareholders, upon completion of the acquisition, Gold Fields will own

approximately 9.9% of Medoro's issued and outstanding capital.

    The Company intends to apply to have the common shares issuable as part

of the units and the common shares issuable upon exercise of the warrants

forming part of the units listed on the TSX Venture Exchange and admitted to

trading on the Alternative Investment Market (AIM) of the London Stock

Exchange plc.

 

    Medoro Resources is a gold exploration and development company focused on

gold opportunities in Italy and elsewhere.

 

 

    THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT

    RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE

 

    The securities being offered have not been, nor will they be, registered

under the United States Securities Act of 1933, as amended, and may not be

offered or sold within the United States or to, or for the account or benefit

of, U.S. persons absent U.S. registration or an applicable exemption from U.S.

registration requirements. This release does not constitute an offer for sale

of securities in the United States.

 

 

    For further information: Peter Volk, Secretary, [phone],

info(at)medororesources.com

    (MRL.)