Medoro Resources announces private placement

5 May 2006 07:00

Medoro Resources Announces Private Placement with Gold Fields /NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ TORONTO, May 4 /CNW/ - Medoro Resources Ltd. (TSX-V/AIM: MRL) announcedtoday that it has agreed with a subsidiary of Gold Fields Ltd. to a privateplacement of 16,479,000 subscription receipts at a price of $0.20. Eachsubscription receipt, upon exercise, will convert into units of the company,with each unit consisting of one share and one-half of a share purchasewarrant. Each whole warrant will be exercisable at a price of $0.40 for twoyears from the closing of the placement. The private placement is subject toregulatory approval and is expected to close shortly. In conjunction with the private placement, Gold Fields and Medoro haveagreed to enter into an agreement regarding an area of mutual of interest.Medoro has agreed that within this area, which encompasses part of the ElCallao region of Venezuela, including the Lo Increible 4A and 4B properties,it will not joint venture or dispose of any property to which it has rightswithout first offering the opportunity to Gold Fields. The funds from the private placement will be used for explorationactivities on the Lo Increible properties, and will remain in escrow until thecompletion of the previously announced proposed acquisition of Panwest SeasCorporation Ltd., which holds the rights to those properties. If theacquisition of Panwest and the Lo Increible properties is approved by Medoroshareholders, upon completion of the acquisition, Gold Fields will ownapproximately 9.9% of Medoro's issued and outstanding capital. The Company intends to apply to have the common shares issuable as partof the units and the common shares issuable upon exercise of the warrantsforming part of the units listed on the TSX Venture Exchange and admitted totrading on the Alternative Investment Market (AIM) of the London StockExchange plc. Medoro Resources is a gold exploration and development company focused ongold opportunities in Italy and elsewhere. THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE The securities being offered have not been, nor will they be, registeredunder the United States Securities Act of 1933, as amended, and may not beoffered or sold within the United States or to, or for the account or benefitof, U.S. persons absent U.S. registration or an applicable exemption from U.S.registration requirements. This release does not constitute an offer for saleof securities in the United States. For further information: Peter Volk, Secretary, (416) 603-4653,info(at)medororesources.com (MRL.) ENDMEDORO RESOURCES LTD