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 November 5, 2015 - 5:00 AM EST
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Private Placement

(via Thenewswire.ca)

Calgary, Alberta / TheNewswire / November 5, 2015 - Sonoro Energy Ltd. ("Sonoro" or "the Company") (TSX-V: SNV) announces that it intends to raise up to $500,000 by way of a non-brokered private placement (the "Offering") of common shares ("Common Shares") of the Company at a price of $0.005 per Common Share. The Offering is being made pursuant to a waiver granted by the TSX Venture Exchange ("TSX Venture") which permits the Company to offer the Common Shares at a price below the TSX Venture's $0.05 minimum pricing requirement.

Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Company, and any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact information set forth below.

The Offering is expected to close on or about November 27, 2015, and the Offering is subject to TSX Venture final acceptance.

The Offering:

The maximum offering is 100,000,000 Common Shares for gross proceeds of $500,000. The offering is not subject to any minimum aggregate subscription. The proceeds of the Offering will be used primarily for corporate transactions that may include asset acquisitions, mergers and take overs, and for general corporate working purposes. Assuming the entire $500,000 Offering is completed, the detailed use of proceeds will be as follows:

Intended Use of Proceeds Approximate Amount $

New opportunity search and acquisition $200,000

Initial operating set up costs $100,000

Legal & Financing Costs $50,000

Working Capital $150,000

TOTAL $500,000

Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations, capital commitments, additional financing requirements or unforeseen events or opportunities. Note that working capital includes general and administrative expenses which includes the costs of staff, consultants and contracts with the CEO and CFO who are each receiving decreased monthly compensation of approximately $5,000/month plus compensation for additional servicing hours as described in previous disclosures.

If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the above uses in such priority and in such proportions as the Board of Directors and Management of the Company determine is in in the best interests of the Company.

The securities issued in connection with the Offering will be subject to a four month and one day hold period from the date of issuance of such securities.

Existing Shareholder Exemption:

A portion of the Offering will be made pursuant to the existing shareholder exemption (the "Existing Shareholder Exemption") contained in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions (the Existing Shareholder Exemption is not available in Ontario or Newfoundland and Labrador). In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors and close personal friends and business associates of directors and officers of the Company.

The Company has set the day before the date of this press release as the record date for the purpose of determining existing shareholders entitled to purchase Common Shares pursuant to the Existing Shareholder Exemption. Subscribers purchasing Common Shares under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on or before the record date, a shareholder of the Company (and still are a shareholder). The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice obtained from a registered investment dealer regarding the suitability of the investment.

Unless the Company determines to increase the gross proceeds of the Offering and receives TSX Venture approval for such increase, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $500,000, Common Shares will be allocated prorata amongst all subscribers qualifying under all available exemptions. No offering document will be provided by the Company in connection with the Offering.

Further Corporate Update

The Company is continuing to pursue several leads for various early-stage international oil and gas opportunities that may be suitable for the Company. In addition it has been discussing a proven down hole oil stimulation technology which enhances oil productivity with a view to obtaining an international license for certain countries to generate early cash flow and give the Company technical advantages in pursuing oil and gas exploration and production licenses.

Each of these opportunities remains in certain stages of evaluation and negotiation. The Company cannot provide any assurances that it will be able to close any one of these opportunities.

The Company's Salah ad Din License in Iraq remains in force majeure with no further correspondence having occurred. The Company does not expect this to change in the near future, and thus it continues seeking other business opportunities in the oil and gas sector.

About Sonoro

Sonoro is an international oil and gas resource exploration and development company. The Company's primary focus has been on its asphalt license agreement in the Salah ad Din Province. With this License under Force Majeure since July 3, 2014 and requiring additional Federal approval, the Company is reviewing other strategic opportunities and options.

Forward-looking Statements

This press release contains "forward-looking statements" which may include estimates of future production, cash flows and earnings, business plans for the development of markets and the estimated amounts and timing of capital expenditure, the completion of capital raising and other statements about future events (often, but not always, using words or phrases such as "expects" or "anticipates" or stating that certain events or results "may" be achieved).

Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those reflected in the statements. Forward-looking statements are based on the estimates and opinions of the management team at the time the statements are made.

Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, such statements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated.

The Company has no obligation to update these forward-looking statements should circumstances or management's estimates or opinions change.

Persons reading this release should be aware that our future performance is subject to a wide range of risk factors including:

  • -volatility in market prices for oil, natural gas and other hydrocarbons

    -economic conditions internationally

    -industry conditions (including changes in laws and regulations)

    -the results of technology development and commercial development of that technology

    -the ability of the company to access new markets and secure partners to develop those markets

    -unexpected changes in the development of the Company's technology

    -the Company's ability to access sufficient capital.

All of these factors are beyond our control and may have a material negative effect on our performance.

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.

ON BEHALF OF THE BOARD OF SONORO ENERGY LTD.

"Richard Wadsworth" Chairman and CEO

Suite 1000,600-6th Ave S.W.

Calgary, Alberta T2P 0S5

Tel: (403) 262-3252 Web Site: http://www.sonoroenergy.com/

This press release is not to be disseminated in the United States

Copyright (c) 2015 TheNewswire - All rights reserved.


Source: TheNewsWire (November 5, 2015 - 5:00 AM EST)

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