Satori Announces Private Placement Offering
Toronto, Ontario - August 6, 2013 - Satori Resources Inc. ("Satori" or the "Company") announces a non-brokered private placement offering for gross proceeds of up to $155,000 (the "Offering"). The Offering will comprise the sale of units ("Units") at a price of $0.01 per Unit. Each Unit will consist of one common share in the capital of the Company ("Common Share") and one full non-transferable Common Share purchase warrant ("Warrant"). Each Warrant shall entitle the holder to acquire one full Common Share at a price of $0.05 at any time within 12 (twelve) months from issuance, and thereafter, at a price of $0.10 until the expiry of four years from issuance, subject to the accelerated expiry provisions described below.
Finders fees equal to 7% of the gross proceeds raised, in addition to the issuance of a number of finder warrants ("Finder Warrants") equal to 7% of the number of Units issued, shall be paid to finders or other third parties (a "Finder") upon closing. Each Finder Warrant entitles the holder to acquire an additional Common Share at an exercise price of $0.10 at any time within 24 months of the closing of the Offering, subject to the accelerated expiry described below.
The Offering is being made pursuant to TSX Venture Exchange Bulletin which provides for temporary relief from certain pricing requirements, and accordingly, the Offering is subject to specific conditions, as well as approval by the TSX Venture Exchange and any other applicable securities legislation. The securities comprising the Units will be offered to all Qualified Purchasers resident of any Canadian Province, in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation. The securities issued upon the closing of the Offering will be subject to a four month hold period from the date of issue, including any other re-sale restrictions imposed by applicable securities regulatory authorities. Insiders of Satori may, subject to regulatory approval, participate in the Offering.
If, commencing four months after the closing of the Offering, the common shares of Satori trade at or above $0.17 on the TSX Venture Exchange for a minimum of 20 consecutive trading days, then Satori shall have the right to give notice of early expiry of the Warrants. Early expiry shall accelerate and be automatically amended to be the 30th day after the date on which Satori gives notice to the Warrant holder of such acceleration.
The proceeds from the Offering will be used for ongoing evaluation of the Tartan Lake Gold Mine, re-processing of tailings at the Mine, and for general working capital purposes.
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.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Jennifer Boyle, B.A., LL.B
President and Chief Executive Officer
T: (647) 430.0966 C: (416) 904.2714
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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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