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.
