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Sonoro Announces Proposed $2.6 Million Private Placement, Proposed Share Consolidation and Special Meeting
TSX Venture Exchange Symbol: SNV CALGARY , Oct. 15, 2013 /CNW/ - Sonoro Energy Ltd. ...
About this update from Sonoro Energy Ltd.
[{"type":"text","content":"\n\n\nTSX Venture Exchange Symbol: SNV\n\n\nCALGARY, Oct. 15, 2013 /CNW/ - Sonoro Energy Ltd. (\"Sonoro\" or \"the\n Company\") (TSX-V: SNV) is pleased to announce a proposed non-brokered\n private placement (the \"Private Placement\") of up to 32,550,000 Post-Consolidation Shares (as defined\n below) at a price of $0.08 per Post-Consolidation Share for gross\n proceeds of up to Cdn $2,604,000, subject to shareholder and TSX\n Venture Exchange (\"TSXV\") approval.\n\n\nAs of the date hereof, Sonoro has entered into an agreement (the\n \"Subscription Agreement\") with Geopetrol International Holding Inc.\n (\"Geopetrol\") whereby Geopetrol has agreed to subscribe for 26,300,000\n Post-Consolidation Shares under the Private Placement pursuant to the\n terms and conditions of the Subscription Agreement, subject to\n shareholder and TSXV approval of the Private Placement and\n Consolidation (as defined below) and completion of the Consolidation.\n The proposed Private Placement would (i) result in Geopetrol, an\n insider currently holding approximately 17.4 % of the issued and\n outstanding common shares of the Company, becoming a control person,\n within the meaning of TSXV Policy 1.1; and (ii) constitutes a \"related\n party transaction\" within the meaning of Multilateral Instrument 61-101\n - Protection of Minority Security Holders in Special Transactions, and will be put before shareholders at a special meeting (the \"Meeting\") of\n shareholders of the Company which is expected to be held in early to\n mid-December, 2013.\n\n\nIn conjunction with the Private Placement, Sonoro proposes to\n consolidate its issued and outstanding common shares on the basis of\n one (1) new common share of the Company (a \"Post-Consolidation Share\")\n for every ten (10) existing common shares (the \"Consolidation\"),\n subject to shareholder and TSXV approval. The proposed amendment to the\n articles of the Company to allow for the Consolidation will be put\n before shareholders at the Meeting.\n\n\nBoth management and the Board of Directors believe that it is in the\n best interests of Sonoro to reduce the number of outstanding common\n shares by way of a consolidation.  The Consolidation, if approved, will\n enable Sonoro to offer securities of the Company under the Private\n Placement in accordance with the minimum pricing rules of ...