ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLANDS--(Marketwire - July 3, 2012) - Kirkland Intertrade Corp. ("Kirkland") c/o Trident Trust Company BVI Limited, Trident Chambers, PO Box 146, Road Town, Tortola, British Virgin Islands, announces that, pursuant to a private transaction (the "Transaction"), Zaruma Gold Mining Ltd., ("ZGML"), a joint actor of Kirkland, disposed of its beneficial ownership of and/or control or direction over 19,546,000 common shares of the Corporation (the "Disposed Shares") and warrants (the "Disposed Warrants") of the Corporation entitling the holder to acquire 19,546,000 common shares of the Corporation (each, a "Common Share") to Faith Union Industries Limited ("Faith Union") in exchange for the disposition by Faith Union of 25,000 shares (the "Consideration Shares") of ZGML to Kirkland. The Consideration Shares represented Faith Union's entire interest in ZGML, and the Transaction was completed in order to separate Faith Union and Kirkland's respective interests in the Corporation. In connection with the Transaction, ZGML became a wholly-owned subsidiary of Kirkland.
Prior to the disposition of the Disposed Shares and the Disposed Warrants, Kirkland beneficially owned and/or exercised control or direction over 3,786,673 Common Shares and Common Share purchase warrants of the Corporation entitling it to acquire 3,049,579 Common Shares.
As a result of the Transaction (including Kirkland's acquisition of control of ZGML), Kirkland beneficially owns and/or exercises control or direction over 23,482,673 Common Shares and Warrants entitling it to acquire 22,595,579 Common Shares, representing approximately 33.94% of the issued and outstanding Common Shares on an undiluted basis (or 46,078,252 Common Shares or approximately 50.20% on a partially diluted basis, assuming exercise of the Warrants entitling it to acquire 22,595,579 Common Shares beneficially owned and/or controlled or directed by Kirkland).
The Transaction was completed outside of any market or other facility.
The value of the Consideration Shares was determined to be equal to the value of the Disposed Shares and the Disposed Warrants.
Kirkland and/or ZGML may, in the future, increase or decrease their respective ownership of securities of the Corporation, directly or indirectly, from time to time depending upon the business and prospects of the Corporation and future market conditions.
An early warning report (the "EWR") will be filed on SEDAR and will be available for review at www.sedar.com under the Corporation's profile. A copy of the EWR can be obtained from the contact below.