Calgary, Alberta / TheNewswire / April 4 2017 - Sonoro Energy Ltd. (“Sonoro” or “the Company”) (TSX-V: SNV) announces that it intends to raise up to $3,300,000  by way of a non-brokered private placement (the “Offering”) of units, where a unit (a “Unit”) consists of one common share (a “Common Share”) of the Company and one half of one common share purchase warrant (a “Warrant”) of the Company, where each whole Warrant entitles the holder to purchase one Common Share within two years from the Closing Date (as hereinafter defined) of the Offering at a price of $0.05 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 Units at a price below the TSX Venture’s $0.05 minimum pricing requirement pursuant to the TSX Venture bulletin dated April 7, 2014.  The Company has undertaken to the TSX Venture Exchange to conduct a consolidation of the Company’s Common Shares within six months of the Closing Date in accordance with the requirements of the TSX Venture.  

 

The Offering is being made pursuant to certain Canadian prospectus exemptions, including the “existing securityholder” exemption and “purchasers advised by investment dealers” exemption, where applicable.  Both the “existing securityholder” and “purchasers advised by investment dealers” exemptions are collectively referred to as the “Existing Secuityholder and Retail Investor Exemptions”.  Existing shareholders of the Company who wish to subscribe for Units pursuant to the Offering, who held common shares of the Company as of April 3, 2017 and who continue to hold common shares of the Company, and who are permitted to subscribe under the “existing securityholder” exemption should contact the Company pursuant to the contact information set forth below in order to participate in the Offering.  

 

The Offering is expected to close on or about April 18, 2017 (the “Closing Date”) but may close earlier or later or not at all.  Closing of the Offering is also subject to TSX Venture final acceptance.

    

The Offering:

 

The Company intends to raise up to $3,300,000 in gross proceeds, which would represent 110,000,000 Units but may raise more if demand warrants.  The Offering is not subject to any individual minimum aggregate subscriptions or overall minimum Offering amount.  With that said, the Company is seeking to raise at least $2,500,000 in order to help carry out the appraisal well drilling (as described further below).  

 

The aggregate maximum amount that subscribers seeking to rely on the Existing Securityholder and Retail Investor Exemptions may subscribe for under the Offering is expected to be $1,700,000 (which represents approximately 56,666,666 Units).  If Existing Securityholder and Retail Investor Exemption subscriptions exceed this amount, the Company expects that Units will be allocated prorata amongst these subscribers or in such other manner as the Company determines is equitable in the circumstances.    

 

Assuming the entire $3,300,000 Offering is completed, the principal uses of gross proceeds are expected to be used as noted in the table below and primarily for the drilling of an appraisal well in the Budong Budong license area of the Company in Sulawesi, Indonesia.  

 

Intended Use of Gross Proceeds                                      $ Approximate Amount  

Corporate G&A        $400,000

Project Management & Indonesia Office      $800,000

Well Drilling Completion and Testing                                        $1,600,000

Abandonment Contingency                                                $300,000

General Contingencies and Offering Expenses                                $300,000  

TOTAL                                                                        $3,300,000

 

Although the Company intends to use the gross proceeds of the Offering as described above, the actual allocation of gross proceeds may vary from the uses set forth above, depending on future operations, capital commitments, additional financing requirements or unforeseen events or opportunities. If the Offering is not fully subscribed for $3,300,000, the Company will apply the gross 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.

 

All securities issued in connection with the Offering will be subject to a four month hold period from the date of issuance of such securities.  The Company confirms that there is no material fact or material change related to the Company which has not been generally disclosed.  

 

With the Budong Budong license extension from the Indonesian government as announced on January 11, 2017, the Company has been working to plan and identify the necessary sub-contractors for the drilling and drilling services to carry out the drilling of an appraisal well on its Budong Budong license in Sulawesi Indonesia.  Following the closing of this Offering, the Company expects to finalize contracts for the drilling of the appraisal well offsetting the original LG-1 well and commence drilling operations between July and August of 2017.

   

About Sonoro

Sonoro is an international oil and gas resource exploration and development company with a focus on Southeast Asia and its onshore Budong Budong production sharing contract in Sulawesi Indonesia. The Company has commenced planning for a one to two well appraisal drilling program on the Budong Budong license offsetting the LG-1 well.

Forward-looking Statements

Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may," "should," "anticipate," "expects," "estimates," "seeks" and similar expressions. In particular, without limiting the generality of the foregoing, this press release contains forward-looking information regarding the Offering, the Company’s Budong Budong appraisal well, drilling operations commencement and timing, and how the proceeds from the Offering will be used by the Company.

Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with the Offering failing to be fully subscribed for or not subscribed for at all, oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, delays resulting from or inability to obtain required regulatory approvals, changes in legislation including but not limited to income tax, environmental laws and regulatory matters, and ability to access sufficient capital from internal and external sources. Readers are cautioned that the foregoing list of factors is not exhaustive.

Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Additional information on these and other factors that could affect Sonoro's operations or financial results are included in Sonoro’s reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com) or by contacting Sonoro.

The forward looking statements contained in this news release are made as of the date of this press release, and Sonoro does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities 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.

 

For further information please contact:

RICHARD WADSWORTH                        

CEO and Director                     

 +1.403.262.3252                      

www.sonoroenergy.com

 

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