/NOT FOR DISSEMINATION IN THE UNITES STATES OR THROUGH U.S. NEWSWIRES/
GREENWICH, CT, June 13, 2012 /CNW/ - Wexford Capital LP ("Wexford") announced its intention to launch, through its private investment funds, a take over bid (the "Offer") for any and all outstanding common shares of Oro Mining Ltd. (the "Company") at an offer price of $0.11 per share (the "Offer Price"). The Offer Price represents a premium of 57.1% over the closing price of common shares of the Company on the TSX Venture Exchange on June 13, 2012, and 76.3% over the 60-day volume weighted average price of common shares of the Company of $0.0624 on the TSX Venture Exchange. As a result of this announcement, Wexford will cease to file alternative monthly reports under Part 4 of National Instrument 62-103.
Full details of the Offer will be contained in a formal offer and take-over bid circular to be filed with securities regulatory authorities and mailed to shareholders of the Company. Wexford will request shareholder lists from the Company promptly and mail the take-over bid circular to shareholders of the Company as quickly as possible. The Offer will remain open for at least 35 days following the formal commencement of the Offer, and will be subject to customary conditions.
Wexford, through two private investment funds, holds 40,591,000 common shares, 3,571,450 warrants expiring January 20, 2013 (the "2013 Warrants") and 17,045,500 warrants expiring February 14, 2014 (the "2014 Warrants", and together with the 2013 Warrants, the "Warrants"). Each Warrant entitles the holder to acquire one fully paid and non-assessable common share of the Company at any time prior to * in the case of the 2013 Warrants, January 20, 2013 at a purchase price of $0.50 per common share, and (y) in the case of the 2014 Warrants, February 17, 2014 at a purchase price of $0.20 per common share; provided, however, that Wexford, through its private investment funds, shall not be entitled to exercise 17,045,500 of such Warrants at any time where, following such exercise, Wexford would hold more than 19.9% of the then issued and outstanding common shares of the Company, unless the Company has received shareholder approval thereof in accordance with the requirements of the TSX Venture Exchange.
Wexford's securityholding percentage is 28.74% of the issued and outstanding common shares of the Company (assuming the full exercise of the Warrants which exercise is limited with respect to certain Warrants as set forth above).
All of Wexford's common shares of the Company and Warrants are held through two private investment funds managed and controlled exclusively by Wexford: Wexford Spectrum Trading Limited ("Wexford Spectrum") and Wexford Catalyst Trading Limited ("Wexford Catalyst"), each a Cayman Island exempt company. Wexford does not own any common shares of the Company with respect to which control is held by other persons or companies other than Wexford.
Wexford's purpose in launching the Offer is to increase its securityholding percentage and to offer existing shareholders of the Company an opportunity to realize liquidity from their investments in the Company. The securities acquired in Wexford's Offer will be acquired in the ordinary course of business. Wexford Spectrum and Wexford Catalyst may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the securities.
Wexford has not entered into any agreements with the Company in respect of the Offer.
For further information and to obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see the Company's profile on the SEDAR website www.sedar.com.
Cautionary Note Regarding Forward Looking Statements
Certain statements contained herein are "forward-looking statements" within the meaning of applicable securities laws. Often, but not always, forward-looking statements may be identified by their use of forward-looking terminology such as the words "plans", "expects", "expected", "projects", "believes", "anticipates", "intends", "estimates", "scheduled" or other similar words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to known and unknown risks, uncertainties and other factors which could cause actual results, performances or achievements to differ materially from future results expressed or implied by such forward-looking statements. Factors related to such risks and uncertainties, and underlying estimates and assumptions include, among others, the following: Wexford's assessment of the effect of an offer on Wexford, the Company and on the shareholders of the Company, the satisfaction of any conditions to an offer; the timing and prospects for shareholder acceptance of an offer and the implementation thereof; discrepancies between actual and estimated resources; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign investment; speculative nature of mineral exploration; defective title to mineral claims or property, litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities; and labour relations matters. Accordingly, undue reliance should not be placed on forward looking statements or information. We do not expect to update forward-looking statements or information continually as conditions change, except as may be required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.