President's Message: CuOro Resources Seeks Shareholder Consent for Transaction With Pacific Road Resources Fund II

CuOro Resources Corp. (TSX VENTURE:CUA)(FRANKFURT:6BC) ("CuOro" or the
"Company"), is pleased to present a long-term financing plan for the Company to
its shareholders for consideration and approval as per the news release dated
May 28, 2012 concerning the proposed investment in the Company by Pacific Road
Resources Fund II and Pacific Road Resources Fund II L.P. (together "Pacific
Road").


Over the past six months the Company has been working closely with Pacific Road
negotiating an agreement that addresses the Company's long term financial needs
while also maximising shareholder value in the short to midterm. 


On May 28, 2012 (See Press Release) the Company entered into an Agreement with
Pacific Road which achieves both these goals and provides the company with a
long-term financial strategy to develop its flagship Santa Elena Copper project,
while also benefiting from the technical and financial expertise of a dedicated
and sophisticated investor. The terms of the agreement have been structured in a
way so that Company can increase its market value, minimize dilution, and secure
the funds required to develop its projects beyond feasibility. The agreement,
provides for Pacific Road to invest over US$45 million in staged financings
related to project milestones and the achievement of positive results.


The full transaction agreement, for which the Company seeks shareholder
approval, includes several components and is available on SEDAR. A summary of
the key components are as follows:




1.  Within 120 days of Shareholder approval being obtained, Pacific Road has
    agreed to complete the purchase a minimum of 2,000,000 Common Shares and
    a maximum of 3,000,000 Common Shares of the Company through market
    purchases, block trades or other means, in order to obtain the option
    to; 

2.  Subject to completing the minimum share purchase described above or the
    CuOro share price being $2.00, Pacific Road has the option to make an
    equity investment in the Company of a minimum C$5,000,000 and maximum of
    C$7,500,000 through the purchase of P1 Units. Each P1 Unit consisting of
    one Common Share and one-half of a common share purchase warrant. The
    price per P1 Unit being C$2.00 and the exercise price for each whole
    warrant being C$2.50 for a period of two years from the date of the
    issue. The proceeds from the investment are to be used for further
    drilling and evaluation of the Santa Elena project. 

3.  After the P1 equity investment indicated in point 2 has been completed
    Pacific Road will receive one seat on the Board of Directors of the
    Company. 

4.  Upon the completion of a NI-43-101 Resource statement and a Preliminary
    Economic Assessment or Pre-Feasibility Study by the Company, Pacific
    Road has 45 days to exercise an option to make up to a C$40,000,000
    equity investment in the Company through the purchase of P2 Units. Each
    P2 Unit consisting of one Common Share and one-half of a common share
    purchase warrant. The price per P2 Unit will be priced at the 20-day
    volume-weighted average closing price of company's stock at the time of
    exercising the option, and the exercise price for each whole warrant
    being equal to 125% of the P2 Unit price. The proceeds of the investment
    are to be used for feasibility studies and development of the Santa
    Elena project. 

5.  Upon completion of the P2 equity investment Pacific Road will receive
    additional seats on the board of directors to represent its proportional
    share ownership. 



Since the inception of the Company in 2011, CuOro has advanced its Santa Elena
and Barranco de Loba projects in Colombia. The high-grade copper results
generated by the drilling at the Company's flagship Santa Elena project have
generated substantial interest from numerous mining companies and institutions.
Several of these have signed Confidentiality Agreements ("CA"), including Hudbay
Mining who currently owns a 14.3% stake in the Company. In June 2011, the
Company started discussions with Pacific Road resulting in the execution of CA,
and after several due-diligence site visits by Pacific Road technical staff to
Santa Elena a proposed investment in CuOro was made by Pacific Road. 


As with every such expression of interest, the Company carefully considered the
merits of such a proposal and after completing our own due-diligence on Pacific
Road we concluded the following:




--  Pacific Road is long-term investor who will stay with us through the
    project development cycle. Its business strategy is grounded on
    establishing true partnerships with companies which they invest in. 

--  The Pacific Road team comprises investment professionals that have
    extensive knowledge and experience in the mining and infrastructure
    sectors including considerable operating, project development,
    transactional and investment banking experience. 

--  Distinguished by its focus on project potential and management teams
    that have an operating orientation. Pacific Road strive to be a real
    partners with its portfolio investment entities, providing not only
    capital, but business expertise and access to financial networks and
    resources that enhance the prospects for long-term success. The Pacific
    Road management team has committed its personal capital to the Resources
    Funds it manages to align its interests with those of its investors. 



In summary, despite the very challenging current market environment for junior
resource companies, we remain focused on advancing Santa Elena and securing a
long-term financial plan for the Company. It is our belief that the proposal by
Pacific Road will help ensure the financial viability of growing CuOro into a
much larger company in the years ahead. Additionally, we believe that CuOro
shareholders will greatly benefit from being able to harness the technical
expertise and financial strength of Pacific Road. 


We feel that CuOro shareholders should be aware of and acknowledge Pacific
Road's confidence and commitment in CuOro through; their planned purchase of
6-10% of the issued shares of the Company in the secondary market; their
willingness to finance the Company at a significant premium to current market
price, demonstrating the quality and attractive valuation of CuOro; and their
potential investment of up to $40,000,000 to ensure the future development of
the Santa Elena project. 


As such the Board of Directors of CuOro unanimously recommends that CuOro
shareholders consent to the transactions with Pacific Road and urge all
shareholders to approve the proposed transaction agreement, as fully described
on SEDAR at www.sedar.com, including Pacific Road potentially becoming a
"control person" of CuOro under TSXV rules.


Robert Sedgemore, President and CuOro, CEO states, "We are very pleased to have
Pacific Road as a long term strategic partner. This agreement reaffirms the
value of our properties and their future potential. We look forward to
continuing to expand the extent of the high-grade copper mineralization, and
completing an initial NI 43-101 compliant resource estimate at our Santa Elena
Copper Property, as well as initiating a drilling and exploration program at our
Barranco Gold project".


In connection with the Agreement, CuOro hereby requests that you execute the
attached Consent addressed to CuOro and the TSXV. If you have any questions
concerning the Consent, please contact Dave Doherty at CuOro
([e-mail]) or one of our lawyers at Cassels Brock: Andrea
Fitzgerald ([e-mail]) or Jake Bullen
([e-mail]). 


Please execute and return via PDF to [e-mail] or fax to
1866.728.1687 the Consent as soon as possible. 


Please click here to download the Shareholder Consent form

About CuOro Resources Corp. 

CuOro Resources (TSX VENTURE:CUA) is a Canadian publicly-listed exploration
company with two projects in Colombia. The company flagship Santa Elena Copper
project, located in Antioquia hosts potential high-grade near surface VMS
deposits. The current 25,000m drill program is well underway, with recent
results returning assays of 102.9m at 1.44% Cu including 14m at 2.9% Cu. The
Company has the right to acquire 100% interest in the Santa Elena Property. The
Company is managed by an experienced and technical management team residing in
Medellin, Colombia and is well capitalized with $14,000,000 in the treasury. The
long-term growth strategy is to continue identifying and acquiring new assets in
South America with a focus on copper and gold, and the commitment to upholding
the highest environmental and social standards.


About Pacific Road Resources Funds and Pacific Road Capital Management Pty Limited 

The Pacific Road Resources Funds are private equity funds investing in the
global mining industry. They provide expansion and buyout capital for mining
projects, mining related infrastructure and mining services businesses located
throughout resource-rich regions of the world. The Pacific Road Resources Funds
are managed and advised by Pacific Road Capital Management Pty Ltd ("PRCM"). The
PRCM team, located in Sydney, Australia, San Francisco and New York, USA, is
comprised of experienced mining investment professionals that have extensive
knowledge and experience in the mining and infrastructure sectors, including
considerable operating, project development, transactional and investment
banking experience. For further information on the Pacific Road Resources Funds
and PRCM, please go to their website at www.pacroad.com.au.


For further information regarding CuOro, see CuOro's disclosure documents on
SEDAR at www.sedar.com.


On Behalf of the Board of Directors of CuOro,

Robert Sedgemore, President & CEO

Forward Looking Statement 

Statements contained in this news release that are not historical facts
constitute "forward-looking statements" or "forward-looking information" within
the meaning of applicable securities laws and are based on expectations,
estimates and projections as of the date of this release. Forward-looking
statements include, without limitation, possible events and statements with
respect to possible events. The words "is expected", "estimates",
"contemplated", "proposed" or variations of such words and phrases, or
statements that certain actions, events or results "may" or "could" occur and
similar expressions identify forward-looking statements. Forward-looking
statements are necessarily based upon a number of estimates and assumptions
that, while considered reasonable by the Corporation as of the date of such
statements, are inherently subject to significant business, economic and
competitive uncertainties and contingencies. The estimates and assumptions of
the Corporation contained in this release, which may prove to be incorrect,
include, but are not limited to, the terms and conditions of the Agreement being
met by each of the Corporation and Pacific Road, Pacific Road completing all of
the investments contemplated under the terms of the Agreement and the
shareholders of the Corporation and the TSXV approving the contemplated private
placements of the units. Known and unknown factors could cause actual results to
differ materially from those projected in the forward- looking statements. Such
factors include, but are not limited to: the Corporation and/or Pacific Road
failing to fulfil the terms and conditions of the Agreement, changes in national
and local government legislation, taxation, controls, regulations and political
or economic developments in Canada, Colombia or other countries in which the
Corporation does business or may carry on business in the future; business
opportunities that may be presented to, or pursued by, the Corporation;
operating or technical difficulties in connection with mining activities; the
speculative nature of gold exploration and development, including the risks of
obtaining necessary licenses and permits; diminishing quantities or grades of
reserves; and contests over title to properties, particularly title to
undeveloped properties. 


In addition, there are risks and hazards associated with the business of gold
exploration, development and mining, including environmental hazards, industrial
accidents, unusual or unexpected formations, pressures, cave-ins, flooding and
gold bullion losses (and the risk of inadequate insurance, or the inability to
obtain insurance, to cover these risks). Many of these uncertainties and
contingencies could cause actual results to differ materially from those
expressed or implied in any forward-looking statements made in this press
release. There can be no assurance that forward-looking statements will prove to
be accurate, as actual results and future events could differ materially from
those anticipated in such statements. Forward- looking statements are provided
for the purpose of providing information about management's expectations and
plans relating to the future. All of the forward-looking statements made in this
release are qualified by these cautionary statements and those made in our other
filings with the securities regulators in Canada. These factors are not intended
to represent a complete list of the factors that could affect the Corporation.