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.