NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE U.S.A.
Vancouver, B.C., May 25, 2007 - Panoro Minerals Ltd. ("Panoro") is pleased to announce the completion of the first tranche of its private placement of subscription receipts, announced previously on May 14, 2007, raising gross proceeds of C$19,294,460. The Company expects to close the final tranche in the week following the closing of this tranche. The transaction was led by Research Capital Corporation and included Canaccord Capital Corporation (the "Agents"). Proceeds from the Subscription Receipts will be held in escrow until closing of the acquisition of Cordillera De las Minas S.A. ("CDLM"), which is expected to take place on or before June 2, 2007.
Each subscription receipt, priced at $0.60 per subscription receipt will be automatically exchanged for one unit (a "Unit") of Panoro immediately prior to the closing of the acquisition. Each Unit will consist of one common share (a "Common Share") of Panoro and one-half of a common share purchase warrant (a "Warrant") with each full Warrant entitling the holder thereof to acquire one additional Common Share of Panoro at the exercise price of $0.75 for a period of 24 months following closing of the closing of the financing. In the event that the acquisition of CDLM does not occur within 120 days following closing of the private placement, the Subscription Receipts will be cancelled and holders thereof will be refunded their purchase price. The Subscription Receipts and the Units will be subject to a statutory hold period of four months from the date of closing.
CDLM ACQUISITION
CDLM is the 100% owner of a portfolio of 13 properties, including the advanced stage Cotabambas and Antilla projects, all of which are located in the Andahuaylas - Yauri Belt of Peru south of Cuzco where a number of recently discovered significant porphyry copper and copper-gold deposits are in various stages of advanced exploration or pre-development. The entire portfolio consists of 63 individual licenses covering a total area of 43,792 hectares.
On March 2, 2007, Panoro signed a binding Purchase and Sale Agreement to acquire all of the outstanding shares of Cordillera de las Minas S.A. a Peruvian corporation from CVRD International S.A. and El Tesoro (SPV Bermuda) Limited, a wholly owned subsidiary of Antofagasta PLC. On signing the Purchase and Sale Agreement, Panoro has made a non-refundable down payment of US$ 500,000. On closing, the Company will pay the vendors US$ 12,500,000 and 6 Million common shares of Panoro Minerals Ltd. Closing will be no later than ninety days after signing of the Purchase and Sale Agreement, on or before June 2, 2007, and is subject to financing and regulatory approval.
On behalf of the Board of
Panoro Minerals Ltd.
Helmut H. Wober, P.Eng.,
President and Director
ABOUT PANORO
Panoro Minerals Ltd. is a Canadian mineral exploration company trading on the TSX Venture Exchange (PML) and on the Frankfurt Stock Exchange (PZM). Panoro's strategic focus is on exploring for large-potential gold and copper/gold deposits in countries with the corresponding geological potential and where the right political and economic conditions are present.
For investor inquiries please call 604-684 4246, or send an e-mail to info@panoro.com or visit the company's website at www.panoro.com.
This release was prepared by management of the Company who takes full responsibility for its contents. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
