- Report of Foreign Issuer (6-K)

FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of  February 2009

Commission File Number  001-31890

Orezone Resources Inc.

(Translation of registrant’s name into English)

290 Picton Street, Suite 201 Ottawa, ON K1K 8P8

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F

o

Form 40-F

x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                

Note:   Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OREZONE RESOURCES INC.

Date:   February 12, 2009

/s/  Ron Little                                              Name:  Ron Little Title:    Chief Executive Officer

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Orezone Updates Status of Shareholder Vote

Obtains Transitional Funding for Essakane Project

 

February 12, 2009 - Orezone Resources Inc. (OZN: TSX, NYSE Alternext) is pleased to announce preliminary proxy results with respect to the special meeting to be held on February 18, 2009 in Toronto to consider the previously announced plan of arrangement with IAMGOLD Corporation (IMG: TSX, IAG: NYSE). As at February 11, 2009, proxies representing 41.63% of the outstanding Orezone shares had been deposited, of which 99.90% had been voted in favor of the arrangement. Under the arrangement, Orezone shareholders will receive 0.08 common shares of IAMGOLD plus 0.125 common shares of a new exploration company, Orezone Gold Corporation, for each Orezone share held. Pending receipt of shareholder approval and the approval of the Ontario Superior Court of Justice, the arrangement is exp ected to close on February 25, 2009.

IAMGOLD has also agreed to invest up to C$7,000,000 in the Orezone subsidiary that holds the rights to the Essakane Project in exchange for a maximum 2% interest in the subsidiary. The funds will be invested to continue the timely development of the Essakane Project pending completion of the arrangement. IAMGOLD currently holds 16.6% of the outstanding shares of Orezone and will not obtain any further voting rights at the special meeting as a result of the placement. If the arrangement with IAMGOLD is not completed, IAMGOLD will have the right to put the purchased shares back to Orezone and Orezone shall have the option of paying the invested amount in cash or in Orezone shares.

Orezone is an explorer and emerging gold producer that owns Essakane and Bomboré, the first and third largest gold deposits in Burkina Faso, West Africa. Orezone also has a pipeline of developing projects, all located in politically stable areas of West Africa, one of the world’s fastest growing gold-producing regions. Orezone’s mission is to create wealth by discovering and developing the earth’s resources in an efficient and responsible manner.

 

For further information please contact Orezone at [phone] or Toll Free: [phone]

Ron Little, CEO, [e-mail]

Janet Eastman, Manager IR, [e-mail]

 

FORWARD-LOOKING STATEMENTS AND FORWARD-LOOKING INFORMATION: This news release contains certain “forward-looking statements” within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking statements and forward-looking information are frequently characterized by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements and forward-looking information in this new release include statements with respect to the completion of the plan of arrangement, receipt of court and shareholder approvals, development of the Essakane project and the creation of New Orezone.

 

Forward-looking statements are based on certain assumptions, opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those

 

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projected in the forward-looking statements. The assumptions include that contracted parties provide goods and/or services on the agreed timeframes, that equipment necessary for the drilling program is available as scheduled, that no labour shortages or delays are incurred, that no material adverse change occurs to either Orezone or IAMGOLD, that shareholder, court and regulatory approvals are received in a timely manner. Factors that could cause the forward-looking statements and forward-looking information to differ materially in actuality include the failure of contracted parties to perform as contracted and the failure of equipment. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

 

Readers are advised that National Instrument 43-101 of the Canadian Securities Administrators requires that each category of mineral reserves and mineral resources be reported separately. Readers should refer to the annual information form of Orezone for the year ended December 31, 2007, and other continuous disclosure documents filed by Orezone since January 1, 2008 available at www.sedar.com, for this detailed information, which is subject to the qualifications and notes set forth therein.

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: This press release uses the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies . United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resou rces will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

 

 

 

 

 

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