Vancouver, BC – November 28, 2013, Sonoro Metals Corp. (the “Company”) (TSX-V: SMO) announces that further to its news release of November 8, 2013, it has received acceptance by the TSX Venture Exchange (“TSXV”), and consent from each of the warrantholders, to extend the expiry date and to reduce the exercise price of outstanding transferable share purchase warrants (the “Warrants”), which were issued on December 20, 2011 in connection with a private placement. The original exercise price of $0.30 per share for 4,275,000 Warrants has been reduced to $0.20 per share and the original expiry date of December 20, 2013 for 4,500,000 Warrants has been extended to December 20, 2014.
Pursuant to the policies of the TSXV, the 4,275,000 repriced Warrants were also amended to provide that the exercise period of the Warrants will be reduced to 30 days if, for any 10 consecutive trading days during the unexpired term of the Warrants, the closing price of the Company’s common shares on the TSXV is $0.25 per share or greater. The reduced 30 day period will begin 7 calendar days after such 10 consecutive trading day period.
Of a total of 675,000 Warrants held by insiders of the Company, only 450,000 (or 10% of the total number of Warrants) were subject to repricing and distributed on a pro-rata basis to insiders of the Company. Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the amendments to the Warrants held by insiders constitute a “related party transaction”. The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of, nor the consideration for, the transaction insofar as it involves interested parties, exceeds 25% of the Company’s market capitalization.
SONORO METALS CORP.
Per:
Stephen Kenwood, President
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” within the meaning of applicable Canadian provincial securities legislation with respect to the proposed amendments of the Warrants. Forward-looking statements are necessarily based upon estimates and assumptions that, while considered by the Company’s management to be reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements, including the risk that the proposed amendments of the Warrants may not be approved by the Warrant holders or the TSXV. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law or the policies of the TSXV.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
