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.
About Sonoro
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.
Forward-Looking Information
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.
