CALGARY , Nov. 29, 2013 /CNW/ - It has come to the attention of Sonoro Energy Ltd. ("Sonoro" or "the Company") (SNV.V) that Amira Industries N.V. ("Amira") has disseminated a news release (the "Amira News Release") indicating its intention to vote against Sonoro's proposed private placement (the "Private Placement") of up to 32,550,000 common shares ("Common Shares") at the upcoming special meeting of Sonoro on December 5, 2013 called to consider a proposed consolidation (the "Consolidation") of Sonoro's Common Shares on a 10 for one basis and the Private Placement (the "Sonoro Meeting").
Sonoro wishes to thank its shareholders for their support of the Consolidation and Private Placement and urges shareholders that have not already done so to tender their vote prior to the proxy deadline of 2:00 p.m. , Calgary time, on December 3, 2013 . The completion of the Consolidation and Private Placement is integral to our objective of allowing the Company to confirm its rights in Salah ad Din Province and, ultimately, to commence field operations to capture the resource opportunity under our License (as defined below).
The purpose of this news release is to address misleading statements in the claims made in the Amira News Release.
|1.||Claim: Amira believes that the Proposed Placement is a value destructive initiative being undertaken by Sonoro, whose main purpose appears designed to protect the position of both a controlling shareholder and management at the expense of shareholders.|
|Response: The Private Placement was selected following an extensive and proactive consideration of alternatives involving financial, legal and other advisors as the best means for addressing Sonoro's immediate and pressing working capital needs. Additionally, Sonoro notes that under the terms of its license agreement (the "License") with the Salah ad Din Province and Amira's subsidiary, Berkeley Petroleum Mesopotamia Asphalts Limited ("Berkeley"), in the event of an insolvency of Sonoro, Berkeley will have the right to assume Sonoro's rights under the License such that Amira has a direct financial incentive in Sonoro failing to address its immediate working capital needs. As a consequence, all of Amira's claims as well as its vote against the Private Placement must be considered in the context of its overall incentives. In July 2013, Sonoro terminated Amira's retainer-based consultancy agreement (the "Amira Consulting Agreement") for government liaison and advisory services. Given the significant delays and lack of progress in obtaining the required approvals, the Company decided to take more aggressive and direct actions. Since terminating the Amira Consulting Agreement, Amira has worked against Sonoro's efforts to obtain the necessary government approvals. In November 2011, the Company loaned Berkeley $500,000. Berkeley provided the Company with a promissory note for the principal amount plus interest. Payment of the promissory note is overdue and the Company issued to Berkeley a notice of default and request for immediate payment in July 2013. Sonoro believes that Berkeley's refusal to pay amounts owing to Sonoro, including repayment of the $500,000 loan, is indicative of Amira's and Berkeley's actions being contrary to the best interests of Sonoro. Further, the lack of payment by Berkeley of amounts owing to Sonoro, coupled with Amira's vote against the Private Placement, appears to indicate a strategy designed to weaken rather than strengthen Sonoro's working capital situation.|
|2.||Claim: The Company unfairly discriminates against minority shareholders by making the offer for 26.3 million "Post-Consolidation Shares" ONLY to Geopetrol, who effectively increase its percentage ownership of shares at an acquisition price lower than it would have paid on the open market.|
|Response: This claim is an incorrect explanation of the nature of the transaction. The Private Placement provides Sonoro necessary liquidity that would not be provided by open market purchases. Moreover, the Consolidation was necessary to allow Sonoro to proceed with the Private Placement in full compliance with the minimum pricing rules of the TSX Venture Exchange (the "TSX-V"). Sonoro remains receptive to the participation of other shareholders in the Private Placement, provided that such participation is in compliance with applicable securities laws. In fact, as noted below, the Private Placement allows for the issuance of up to 6,250,000 Common Shares to subscribers other than Geopetrol. In addition, Sonoro remains receptive to any superior financing alternative, including from Amira.|
|3.||Claim: The Proposed Placement is being effected non-pre-emptively and has therefore been structured in a way that has the effect of concentrating the control of Geopetrol International Holding Inc. ("Geopetrol") at the expense of all other shareholders.|
|Response: As stated above, in determining to proceed with the Private Placement, Sonoro proactively considered a number of alternatives. The Consolidation and Private Placement were selected as the most viable method for addressing Sonoro's immediate and pressing working capital needs. The Private Placement involves the issuance of up to 32,550,000 Common Shares, of which Geopetrol has agreed to subscribe for 26,300,000 Common Shares. The remaining 6,250,000 Common Shares, if subscribed for, will be issued to subscribers other than Geopetrol. The issuance of a maximum of 32,550,000 Common Shares under the Private Placement was determined by Sonoro to represent the maximum amount of funds that Sonoro could realistically expect to raise.|
|4.||Claim: If the Proposed Placement is approved, Geopetrol will increase its current 17.4% holding to 52.4%, at a price 20% below the market price prior to announcement and dilute the Company's outstanding share capital by 55%.|
|Response: The Private Placement, while dilutive, is necessary to address Sonoro's immediate and pressing working capital needs in order to execute our plan in obtaining the necessary provincial and federal approvals and commencing operations. Sonoro proactively considered a number of alternatives to address these needs and Geopetrol emerged as the potential subscriber willing to provide the necessary funding on terms acceptable to Sonoro. The Private Placement pricing is in fact at a premium to the market price of $0.005 per pre-Consolidation Common Share prior to the announcement.|
|5.||Claim: We believe that today's standards of good corporate governance dictate or command that the offer to participate in the subscription to shares in Sonoro should be open to all shareholders and not just to Geopetrol.|
|Response: As stated above, Sonoro determined to proceed with the Private Placement following an extensive and proactive consideration of alternatives. During this consideration Sonoro received limited investor interest, with Geopetrol emerging as the only potential subscriber willing to provide the necessary funding on terms acceptable to Sonoro. The decision to proceed with the Private Placement was reached in consultation with financial advisors.|
|6.||Claim: Further, by approving the private placement shareholders would be allowing Geopetrol to circumvent certain investor protections which usually apply to takeover bids under Canadian securities laws where an investor takes control of greater than 20% of a company's voting shares.|
|Response: This claim misunderstands the nature of the transaction. The Private Placement is subject to the rules of the TSX-V regarding the creation of a new "control person" and not subject to takeover bid rules, which deal with secondary purchases of securities rather than issuances from treasury. The rules of the TSX-V are intended to provide investor protection by requiring that shareholders approve the creation of a new "control person". Sonoro is complying fully with these rules in the context of the Private Placement.|
|7.||Claim: As a result of its current position and insider status, Geopetrol is privy to information not available to minority shareholders. There is information asymmetry which will allow Geopetrol to unfairly benefit from the Proposed Placing.|
|Response: To the best of the knowledge of Sonoro, Geopetrol does not have material non-public information regarding Sonoro. If Geopetrol had material non-public information regarding Sonoro, applicable Canadian securities laws would preclude Geopetrol from proceeding with the Private Placement.|
Since terminating the Amira Consulting Agreement, Amira has not offered any new solutions or ideas relating to obtaining the necessary government approvals.
Sonoro has directly established positive lines of communications with various provincial and federal officials and believes it has a way forward to obtain the necessary approvals that could be supported both provincially and federally. Sonoro's view is that a sustainable solution is only possible with the coordination and collaboration of both provincial and federal governments.
Sonoro asks shareholders to consider all of Amira's claims as well as its vote against the Private Placement in the context of Amira's overall incentives and urges shareholders to vote in favour of the Private Placement. After an extensive and proactive consideration of alternatives involving financial, legal and other advisors, Sonoro and its advisors determined that the Private Placement is the only viable option for Sonoro to raise the capital necessary to allow it to pursue its business plan. As stated above, Sonoro remains receptive to the participation of other shareholders in the Private Placement, provided that such participation is in compliance with applicable securities laws.
Sonoro is an international company focused on unconventional bitumen resource exploration and development. Our current focus is a pure play on asphalt/bitumen resource exploration and development in Iraq . Sonoro has initiated the evaluation of resource opportunities under our asphalt license agreement in the Salah ad Din Province.
Certain statements in this news release may constitute "forward-looking information" ("forward-looking statements") within the meaning of applicable Canadian securities laws. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "plan", "intend", "estimate", "potential", "could", "ongoing", "prospective", "expected" and similar words suggesting future outcomes. By their nature, forward-looking statements are based on current expectations regarding future events that involve a number of assumptions, known and unknown risks, and uncertainties and other factors that may cause the actual results, performance or achievements of Sonoro, or the industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, expectations and assumptions concerning the timing and anticipated receipt of required regulatory and shareholder approvals for the Consolidation and Private Placement; the ability of Sonoro and Geopetrol to satisfy the other conditions of the Subscription Agreement and to complete the Private Placement; and the estimated timing of the completion of the Consolidation and the closing of the Private Placement.
Given these uncertainties, you should not rely on forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they initially were made. We expressly disclaim a duty to provide updates to any forward-looking statements, and the estimates and assumptions associated with them, to reflect events or circumstances or changes in expectations or the occurrence of anticipated events after the date they initially were made, except and to the extend required by applicable 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.
SOURCE Sonoro Energy Ltd.
- Commodity Markets
- private placement
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