An anonymous director of Wexford Capital reports
WEXFORD CAPITAL LP ANNOUNCES INTENT TO LAUNCH TAKE OVER BID FOR ORO MINING LTD. AT $0.11 PER COMMON SHARE
Wexford Capital LP intends to launch, through its private investment
funds, a takeover bid for any and all outstanding common shares of Oro Mining Ltd. at an offer price of 11 cents per share. The offer price represents a premium of 57.1 per cent over the closing
price of the common shares of the company on the TSX Venture Exchange on
June 13, 2012, and 76.3 per cent over the 60-day volume-weighted average price
of the common shares of the company of 6.24 cents 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
takeover 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
takeover 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 Jan. 20, 2013, and 17,045,500 warrants expiring Feb. 14, 2014. Each warrant entitles the holder to acquire one fully paid and
non-assessable common share of the company at any time prior to Jan. 20, 2013, in
the case of the 2013 warrants, at a purchase price of
50 cents per common share, and prior to Feb. 14, 2014, in the case of the 2014 warrants, at a purchase price of 20 cents 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 per cent
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 per cent 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 and warrants of the company are held
through two private investment funds managed and controlled exclusively
by Wexford: Wexford Spectrum Trading Ltd. and Wexford Catalyst Trading Ltd., each a Cayman Islands 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 SEDAR.
We seek Safe Harbor.
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