Orovero Resources Corp. (formerly Golden Alliance Resources Corp.) (TSX-V: OVR, Frankfurt: GA0, "Orovero" or the "Company") is pleased to announce a non-brokered private placement financing of up to 7,500,000 units at a price of $0.09 per unit for aggregate proceeds up to $675,000; and an additional financing arrangement by way of a share exchange at a price of $0.09 for a value of approximately $477,000, and up to $765,000 if the non-brokered private placement is fully subscribed.
Private Placement
Orovero has arranged a non-brokered private placement financing ("Private Placement") of up to 7,500,000 units at a price of $0.09 per unit for aggregate proceeds up to $675,000.
Each unit will be comprised of one common share and one-half transferable share purchase warrant. Each full warrant ("PP Warrant") will entitle the holder, on exercise, to purchase one additional common share of the Company at an exercise price of $0.15 per PP Warrant share for two years from the date of issue of the PP Warrant. A finder's fee of up to 10% may be payable to arm's length finders on part of the Private Placement. Directors, officers and employees of the Company may participate in a portion of the financing.
The proceeds from the Private Placement will be used by the Company to identify, acquire, refurbish and commission a toll mill in Peru with its partnership, as announced in Orovero's news release dated October 23, 2013. Funds will also be used for general working capital. This Private Placement is subject to regulatory approval and the Private Placement securities will be issued subject to a minimum four-month hold period from the date of issuance.
Share Exchange
Orovero has also arranged a financing arrangement by way of a share exchange agreement ("Share Exchange") with Global Resources Investments Ltd. ("GRIL",) an arm's length party to Orovero. Under the Share Exchange agreement, Orovero will issue to GRIL 5,300,000 common shares of Orovero at a deemed price of $0.09 per common share, or up to 8,500,000 common shares of Orovero if the Private Placement is fully subscribed. The minimum subscription proceeds will be $477,000, or up to $765,000 if the Private Placement is fully subscribed. Additionally, 2,650,000 transferrable Share Exchange Warrants ("Share Exchange Warrants") of Orovero, at an exercise price of $0.15 per Share Exchange Warrant for two years from the date of issue of the Share Exchange Warrant will be issuable; however, if the Private Placement is fully subscribed, Orovero may issue up to 4,250,000 Share Exchange Warrants. A finder's fee of up to 8% may be payable to arm's length finders on the Share Exchange.
GRIL has been established to exploit investment opportunities in the junior mining and natural resource sectors worldwide, with an investment objective to generate medium and long-term capital growth.
GRIL will re-register as a public company and be constituted as an investment trust with the name Global Resources Investment Trust Plc. ("GRIT") and seek admission of its ordinary shares on the main market for listed securities on the London Stock Exchange.
In consideration for acquiring the Orovero shares, GRIT will issue and deliver to Orovero 287,349 new ordinary shares of GRIT at a deemed value of ?1.00 per share (the "GRIT Shares"), or up to 460,843 GRIT Shares if the Private Placement is fully subscribed. Orovero will then sell the GRIT Shares through the facilities of the London Stock Exchange to realize the Private Placement proceeds.
As of the date hereof, Orovero has 26,713,403 Common Shares issued and outstanding, and could have up to 34,213,403 upon completion of the Private Placement if fully subscribed. Upon completion of the Share Exchange transaction, GRIT would hold 5,300,000 common shares of Orovero representing approximately 16.56% of Orovero's issued and outstanding Common shares post-closing, if the Private Placement does not complete. If the Private Placement is fully subscribed, GRIT would hold 8,500,000 Common Shares of Orovero representing about 19.90% of Orovero's issued and outstanding Common Shares, based on post-closing shares representing42,713,403 common shares, on a non-diluted basis.
Closing of the transaction is subject to a number of conditions precedent, including approval of the TSX Venture Exchange, and GRIT successfully listing on the London Stock Exchange.
About Orovero Resources Corp.
Orovero is a company focused on pursuing near term production opportunities with cash flow. The Company is working in partnership to develop its first gold toll milling operation in Peru with a goal of becoming Peru's processor of choice with multiple facilities processing in excess of 1000 tonnes per day. In addition, the Company has a portfolio of highly prospective exploration properties including its' flagship property called Rio Tabaconas located in Northern Peru.
ON BEHALF OF THE BOARD
"Len Clough"
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Mr. Len Clough, Chairman, President, CEO and Director
For further information please contact:
Mr. Shawn Perger, Corporate Communications
Tel: 1-604-687-1828
Toll-Free: 1-800-901-0058
Email: [email protected]
Neither 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.
This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Readers are encouraged to refer to the Company's public disclosure documents for a more detailed discussion of factors that may impact expected future results. The Company undertakes no obligation to publicly update or revise any forward-looking statements. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties.
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