Satori Resources Announces Private Placement Offering and Consolidation
Toronto, Ontario--(Newsfile Corp. - June 19, 2015) - Satori Resources Inc. (TSXV: BUD) ("Satori" or the "Company") announces a non-brokered private placement offering to be completed in conjunction with a capital re-structuring. The Company is completing a unit ("Unit") offering at a price of $0.05 per Unit, for gross proceeds of up to $180,000. Each Unit is comprised of one common share and one full purchase warrant exerciseable at a price of $0.05 per share for a period of five years. It is anticipated that up to $30,000 of the gross proceeds shall be from the issuance of flow-through units, whereby each flow through unit shall be comprised of one flow-through common share and one full purchase warrant, enabling the holder to purchase one non-flow-through common share at a price of $0.05 for five years.
The Offering will be made to residents of any Canadian Province in reliance upon applicable exemptions from registration and prospectus requirements, and is subject to the receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued pursuant to the offering shall be subject to a hold period of four months from the date of closing. Insiders and pro-group members may participate in the Company's offerings, in accordance with regulatory requirements.
A finders' fee equal to 7% of the gross proceeds raised may be paid to eligible finders. The funds raised pursuant to the offering will be used by the Company to finance Canadian projects and for working capital.
The Company further announces the issuance of 500,000 of the 2,000,000 shares issuable in relation to a debt settlement to a past director and officer, the remainder of which shall be issued upon further receipt of regulatory and other required approvals (see news release dated April 30, 2015). The shares are subject to a four month hold period.
Additionally, in conjunction with closing of the offering, Satori shall make application to the TSX Venture Exchange to complete a capital restructuring by reducing the number of issued and fully paid shares on the basis of one new Satori share being issued in return for each five old Satori shares presently held. The consolidation will be instrumental in enabling the Company to complete private placements priced within the parameters of the policies prescribed by the TSX Venture Exchange, and provides the Company with increased flexibility in negotiating financing opportunities. On February 24, 2015 the shareholders of Satori approved a special resolution to approve the amendment to Satori's Articles to consolidate all of the issued common shares of Satori on the basis of ten old shares for one new share, or such lesser ratio as the Corporation's directors may determine appropriate. As at today's date there are 60,903,500 shares of Satori issued and outstanding.
By effecting a 5:1 share consolidation, Satori will have 12,180,700 shares outstanding. If the private placement offerings described above are fully subscribed, an additional 3,600,000 common shares will be issued, resulting in a total of 15,780,700 shares outstanding on a post consolidated and post financing basis. As at the date hereof, Satori has 5,025,000 stock options and 6,467,000 warrants outstanding.
ABOUT SATORI RESOURCES INC.
Satori is a Toronto-based mineral exploration and development company whose primary property is the Tartan Lake Gold Mine Project (100% interest), located in the prolific Flin Flon Greenstone Belt, Manitoba. The Company is currently undertaking various initiatives including a new resource evaluation of the Tartan Lake Mine followed by a Preliminary Economic Evaluation of the entire project. These will be undertaken following the closure of the current proposed financing. At this time Satori is debt free and no officers or directors are currently drawing a salary.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Bruce Reid
Executive Chairman, Satori Resources Inc.
C: (647) 500-4495
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CAUTION REGARDING FORWARD-LOOKING INFORMATION
This news release of Satori contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Satori's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements.
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