Oro Gold Resources Ltd. and Oro Silver Resources Ltd.: Definitive Merger Agreement Signed
August 26 2010 - 1:24PM
Marketwired
Oro Gold Resources Ltd. ("Oro Gold") (TSX VENTURE: OGR) and Oro
Silver Resources Ltd. ("Oro Silver") (TSX VENTURE: OSR) announce
that they have executed the definitive arrangement agreement (the
"Agreement") under which Oro Gold will acquire all of the issued
and outstanding securities of Oro Silver through a plan of
arrangement (the "Transaction").
Under the terms of the Agreement, all of the outstanding common
shares of Oro Silver will be exchanged for common shares of Oro
Gold at a ratio of one Oro Gold share for every four Oro Silver
shares held (the "Exchange Ratio"); and each of the outstanding
options or warrants to acquire common shares of Oro Silver will,
subject to regulatory approval, be exchanged for an option or
warrant of Oro Gold exercisable to acquire Oro Gold common shares
equal to 1/4 of the number of Oro Silver shares at an exercise
price adjusted by the Exchange Ratio.
Oro Gold and Oro Silver anticipate the Transaction will be
carried out by way of a plan of arrangement whereby a wholly-owned
subsidiary of Oro Gold, will amalgamate with Oro Silver, and the
shareholders of Oro Silver will receive common shares of Oro Gold
at the Exchange Ratio.
The completion of the Transaction is subject to a number of
conditions, including: the approval of the Supreme Court of British
Columbia to the plan of arrangement; approval of the Transaction by
the Oro Silver shareholders at the annual and special meeting to be
held on October 12, 2010; holders of not more than 5% of the Oro
Silver shares exercising their right to dissent to the Transaction;
and approval of the Transaction by the TSX Venture Exchange and any
other applicable regulatory authorities. There is no certainty that
the Transaction will be completed as presently contemplated, or at
all. Subject to the completion of the conditions, the Transaction
is expected to be completed in October 2010.
The Agreement includes a provision whereby Oro Gold shall
advance funds to Oro Silver prior to the closing of the Transaction
in order to cover costs and expenses in connection with the
Transaction and for maintenance of Oro Silver's properties and
corporate commitments.
About Oro Gold
Oro Gold is a Canadian publicly-listed gold exploration company
with projects located in Mexico and Panama. Oro Gold focuses its
exploration in under-explored mining camps that have the potential
to host multi-million ounce gold deposits. The district-scale
Trinidad property that hosts the Taunus gold deposit continues to
be Oro Gold's top priority project and its main focus of
exploration and development through mineral resource definition.
Oro Gold's mission is to discover world class gold deposits.
About Oro Silver
Oro Silver's strategy is to develop properties toward production
through a strategic business arrangement and development plan
focused on advanced-stage projects with known silver resources that
exhibit potential for expansion. The El Compas mine continues to be
the cornerstone for Oro Silver's growth strategy in the Zacatecas
silver district - known to have produced several billion ounces of
silver and hosts the world's largest silver mine, the Fresnillo
Mine, located 45 kilometres to the northwest.
On Behalf of the Board of Directors of ORO GOLD RESOURCES
LTD.
Ron Ewing, Chair, Special Committee
On Behalf of the Board of Directors of ORO SILVER RESOURCES
LTD.
Gregory J. Martin, Chair, Special Committee
Some statements in this release may contain forward-looking
information. These statements include, but are not limited to the
use of the terms "subject to", "expects", "anticipates", "will",
statements with respect to Board assessments, statements with
respect to updating resource estimates, statements with respect to
entering into the Definitive Agreement, future plans and
expectations. Such statements are subject to a number of risks,
uncertainties and assumptions. Actual results and events may vary
for a variety of reasons. The assumptions used in the preparation
of such statements, although considered reasonable at the time of
preparation, may prove to be imprecise and, as such, undue reliance
should not be placed on forward-looking statements.
Neither the 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.
Contacts: Oro Gold Resources Ltd. Ron Ewing Chair, Special
Committee 604 646-1580 604 642-2411 (FAX) www.orogoldresources.com
Oro Silver Resources Ltd. Gregory J. Martin Chair, Special
Committee 604-646-1588 604 642-2411 (FAX) www.orosilver.com
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