Toronto, Ontario, July 19, 2010; Zaruma Resources Inc., (TSXV-ZMR.H), (the “Company” or “Zaruma”) reported that at today’s Annual and Special Meeting of Shareholders Messrs. Daniel Major, Peter Lorange, Michael Power, Thomas Utter and Frank van de Water were elected as directors of the Company. Over 20% of the outstanding shares were represented at the meeting, in person or by proxy.
The Shareholders approved a proposed US$20 million private placement of equity securities to Gravity Ltd. pursuant to which Gravity would become the controlling shareholder of the Company. One of the conditions of the private placement is that the Company will have arranged a minimum of US$20 million in new debt financing. The Company is currently negotiating a US$30 million debt financing in order to discharge the debt financing from the Glencore group, pay down indebtedness to contractors and suppliers, and fund completion of the Luz del Cobre Project. The financings were approved by more than 99% of the votes cast at the Shareholders’ Meeting.
The Shareholders also approved a resolution increasing the number of directors to seven and electing two additional directors to fill the vacancies created by such increase, conditional upon completing the equity and debt financings.
Also approved was a resolution authorizing an amendment of the Company’s articles to consolidate the issued and outstanding common shares of the Company on the basis of one new common share for each ten common shares outstanding immediately prior to such consolidation. The Company does not expect to proceed with the share consolidation and name change unless and until the equity private placement is completed.
The Company’s shares are currently subject to a cease trade order because it was unable to file its Audited Consolidated Financial Statements by the required due date. The Company’s filings are now up to date and the Company will make an application to rescind the cease trade order.
Zaruma is listed on the NEX Board of the TSX Venture Exchange, (symbol ZMR.H) and the Frankfurt Stock Exchange, (symbol: ZMR). Common shares outstanding: 117,608,747.
This News Release contains forward-looking statements which are typically preceded by, followed by or including the words “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. Forward-looking statements are not guarantees of future performance as they involve risks, uncertainties and assumptions, including securing additional funding.
For further information, please contact:
Zaruma Resources Inc.
20 Toronto Street, 12th Floor, Toronto ON, M5C 2B8, Canada
Fax: 416 367 3638, service@zaruma.com , www.zaruma.com
Dr. Thomas Utter Frank van de Water
President and CEO CFO and Secretary
Tel.: +1 52 662 311 8839 Tel.: 416 869 0772
thomas.utter@gmx.com fvandewater@on.aibn.com
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