CALGARY, Dec. 5, 2013 /CNW/ - Sonoro Energy Ltd. ("Sonoro" or "the Company") (TSXV: SNV) is pleased to report the results of the special meeting of shareholders held December 5, 2013.
A total of 129,457,748 common shares of Sonoro (the "Shares") of the 264,518,053 Shares outstanding were voted for the special resolution (the "Consolidation Resolution") to consolidate the Company's issued and outstanding Shares on the basis of one (1) new common share of the Company (a "Post-Consolidation Share") for every ten (10) existing Shares (the "Consolidation") and a total of 9,370,114 Shares were voted against the Consolidation Resolution. With 93.25% of the votes cast in support of the Consolidation Resolution, the Company plans to proceed with the Consolidation subject to, and immediately following the receipt of, final approval thereof by the TSX Venture Exchange (the "TSXV").
Shareholders also voted in favour of the resolution (the "Private Placement Resolution") authorizing the proposed non-brokered private placement (the "Private Placement") of up to 32,550,000 Post-Consolidation Shares at a price of $0.08 per Post-Consolidation Share for aggregate gross proceeds of up to $2,604,000. As previously stated in the Company's October 15, 2013 news release announcing the Private Placement, Geopetrol International Holding Inc. ("Geopetrol") has agreed to subscribe for 26,300,000 Post-Consolidation Shares under the Private Placement, which would result in Geopetrol becoming a control person within the meaning of TSXV Policy 1.1. A total of 52,259,708 Shares held by disinterested shareholders, representing 61.66% of the eligible votes, were voted in favour of the Private Placement Resolution and 32,499,173 Shares, representing 38.34% of the eligible votes, were voted against the Private Placement Resolution. Geopetrol refrained from voting on the Private Placement Resolution in accordance with "related party transaction" requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
Including Geopetrol's subscription, the Company has received subscriptions for a total of 29,961,438 Post-Consolidation Shares for aggregate gross proceeds of approximately $2,396,915. The Company intends to close the Private Placement subject to, and immediately following the receipt of, final TSXV approval of the Private Placement and completion of the Consolidation.
Sonoro is an international company focused on unconventional bitumen resource exploration and development. Our current focus is a pure play on asphalt/bitumen resource exploration and development in Iraq. Sonoro has initiated the evaluation of resource opportunities under our asphalt license agreement in the Salah ad Din Province.
Certain statements in this news release may constitute "forward-looking information" ("forward-looking statements") within the meaning of applicable Canadian securities laws. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "plan", "intend", "estimate", "potential", "could", "ongoing", "prospective", "expected" and similar words suggesting future outcomes. By their nature, forward-looking statements are based on current expectations regarding future events that involve a number of assumptions, known and unknown risks, and uncertainties and other factors that may cause the actual results, performance or achievements of Sonoro, or the industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, expectations and assumptions concerning the timing and anticipated receipt of required regulatory approvals for the Consolidation and Private Placement; the ability of Sonoro and Geopetrol to satisfy the other conditions of the Subscription Agreement and to complete the Private Placement; and the estimated timing of the completion of the Consolidation and the closing of the Private Placement.
Given these uncertainties, you should not rely on forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they initially were made. We expressly disclaim a duty to provide updates to any forward-looking statements, and the estimates and assumptions associated with them, to reflect events or circumstances or changes in expectations or the occurrence of anticipated events after the date they initially were made, except and to the extend required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Sonoro Energy Ltd.
For further information:
Chairman and CEO