UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUERS TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-30614
OROMIN EXPLORATIONS LTD.
(Exact name of registrant as specified in its charter)
Suite 2000, 1055 West Hastings St.
Vancouver, B.C.
Canada V6E 2E9
(604) 331-8772
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Common Shares
(Title of each class of securities covered by this Form)
Rule 12h-6(a) x |
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Rule 12h-6(d) o |
(for equity securities) |
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(for successor registrants) |
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Rule 12h-6(c) ¨ |
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Rule 12h-6(i) ¨ |
(for debt securities) |
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(for prior Form 15 filers) |
PART I
Item 1. Exchange Act Reporting History
A. Oromin Explorations Ltd. (Oromin) first incurred the duty to file reports under section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) on March 10, 2000. On October 4, 2013, Teranga Gold Corporation completed the acquisition of 100% of the outstanding shares of Oromin.
B. Oromin has filed or submitted all reports required under Exchange Act section 13(a) or 15(d) and corresponding Securities and Exchange Commission rules for the 12 months preceding the filing of this form. Oromin has filed at least one annual report under section 13(a).
Item 2. Recent United States Market Activity
Oromins securities have not been sold in the United States in a registered offering under the Securities Act of 1933.
Item 3. Foreign Listing and Primary Trading Market
A. Oromin has maintained a listing of its common shares on the Toronto Stock Exchange (the TSX), which is located in the jurisdiction of Ontario, Canada. The TSX constitutes the primary trading market for Oromins common shares.
B. Oromins common shares were listed on the TSX on December 16, 2008. Oromin has maintained a listing of its common shares since that date, which is more than 12 months preceding the filing of this Form 15F.
C. During the 12-month period beginning September 1, 2012 and ending August 31, 2013, trading of Oromins common shares in Canada constituted 85% of the trading in Oromins common shares.
Item 4. Comparative Trading Volume Data
Not Applicable.
Item 5. Alternative Record Holder Information
As of October 4, 2013, the Company had one holder of record on a worldwide basis.
Item 6. Debt Securities
Not Applicable.
Item 7. Notice Requirement
A. As required by Rule 12h-6(h), Oromin published a notice disclosing its intent to terminate its duty to file reports under Section 13(a) and Section 15(d) of the Exchange Act on October 4, 2013.
B. The notice was disseminated by Marketwired. A copy of the notice was furnished to the Securities and Exchange Commission under a cover of a Form 6-K on October 4, 2013.
Item 8. Prior Form 15 Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
Not Applicable.
PART III
Item 10. Exhibits
Attached as an exhibit to this Form 15F is a copy of the notice, required by Rule 12h-6(h), disclosing Oromins intent to terminate its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act or both.
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
(1) its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
(2) it otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Oromin Explorations Ltd. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Oromin Explorations Ltd. certifies that, as represented on this Form 15F, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.
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OROMIN EXPLORATIONS LTD. | |
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(Registrant) | |
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By: |
/s/ David Savarie |
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Name: |
David Savarie |
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Title: |
Corporate Secretary |
Date: October 7, 2013
Exhibit 99.1
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TERANGA COMPLETES ACQUISITION OF OROMIN
Toronto and Vancouver, Canada: October 4, 2013 Teranga Gold Corporation (Teranga) (TSX and ASX:TGZ) and Oromin Explorations Ltd. (Oromin)(TSX:OLE and OTC/BB:OLEPF) today announced that Teranga has completed the acquisition of all of the issued and outstanding common shares of Oromin (the Oromin Shares) that it did not already own by way of a plan of arrangement (the Arrangement) under the Business Corporations Act (British Columbia). Under the terms of the Arrangement, former shareholders of Oromin are entitled to receive the same consideration of 0.60 of a common share of Teranga for each Oromin Share as was offered under Terangas prior offer that was completed on August 6, 2013. It is expected that the common shares of Oromin will be delisted from the TSX on or about October 8, 2013.
Pursuant to Rule 12h-6(a) under the United States Securities Exchange Act of 1934, as amended (the Exchange Act), Oromin intends to file a Form 15F, as soon as practicable on or after today with the United States Securities and Exchange Commission (SEC) to voluntarily terminate the registration of the Oromin common shares under Section 12(g) of the Exchange Act as well as Oromins reporting obligations under Section 13(a) of the Exchange Act. Upon the filing of the Form 15F, Oromins reporting obligations under the Exchange Act will be suspended immediately and will terminate no more than 90 days after the filing, barring any objections from the SEC.
This news release contains certain statements that constitute forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively, forward-looking statements). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Teranga and Oromin, or developments in Terangas and Oromins business or in the gold industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements include all disclosure regarding possible events, conditions or results of operations that is based on assumptions about, among other things, future economic conditions and courses of action. The words poised, gives, expect, its vision, plan, support, assist, commit to, will not, intend, intends to and similar expressions identify forward looking statements. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. Teranga and Oromin caution you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. The risks and
uncertainties that may affect forward-looking statements include, among others: economic market conditions, anticipated costs and expenditures, government approvals, and other risks detailed from time to time in Terangas and Oromins filings with Canadian provincial securities regulators. Forward-looking statements included herein are based on Teranga managements and Oromin managements current plans, estimates, projections, beliefs and opinions, and, except as required by law, Teranga and Oromin do not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change. Nothing in this news release should be construed as either an offer to sell or a solicitation to buy or sell Teranga securities.
About TERANGA
Teranga is a Canadian-based gold company listed on the Toronto Stock Exchange (TSX: TGZ) and Australian Securities Exchange (ASX: TGZ). Teranga is principally engaged in the production and sale of gold, as well as related activities such as exploration and mine development.
Terangas mission is to create value for all of its stakeholders through responsible mining. Its vision is to explore, discover and develop gold mines in West Africa, in accordance with the highest international standards, and to be a catalyst for sustainable economic, environmental and community development. All of its actions from exploration, through development, operations and closure will be based on the best available techniques.
About OROMIN
Oromin Explorations Ltd. (TSX:OLE and OTC/BB:OLEPF) is a growth-oriented resource company focused on exploring the Sabodala gold belt in Senegal, West Africa. The company is managed by experienced industry professionals with a track record of discovery.
To date, Oromin has been focused on advancing the OJVG Gold Project in Senegal, which is comprised primarily of the Masato and Golouma deposits, located adjacent to Terangas Sabodala mine/mill in Senegal. To find out more about Oromin Explorations Ltd., visit www.oromin.com.
Teranga Gold Corporation
Oromin Explorations Ltd.
For further information please contact:
Kathy Sipos, Vice-President, Investor & Stakeholder Relations
T: +1 416-594-0000 | E: ksipos@terangagold.com
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