Mazorro Resources to List on CSE, Signs Letter of Intent to Acquire GrowPros MMP and Arranges Equity Financing
17 June 2014 - 6:02AM
Marketwired
Mazorro Resources to List on CSE, Signs Letter of Intent to Acquire
GrowPros MMP and Arranges Equity Financing
OTTAWA, ONTARIO--(Marketwired - Jun 16, 2014) - Mazorro
Resources Inc. (the "Company") (TSX-VENTURE:MZO) (FRANKFURT:JAM)
announces that it has received conditional approval for the listing
of its common shares on the Canadian Securities Exchange (the
"CSE"), and that it has applied for the voluntary delisting of its
common shares from the TSX Venture Exchange. The Company expects
that trading in its common shares on the CSE will commence on or
about Tuesday, June 17, 2014. The trading symbol "MZO" will remain
the same. The Board of Directors believes that a listing on the CSE
will provide for greater operational efficiency and lower costs for
the Company while allowing shareholders continued liquidity on a
recognized exchange.
Following the listing of the common shares on the CSE, the
Company intends to file articles of amendment shortly in order to
give effect to the consolidation (the "Consolidation") of the
issued and outstanding common shares of the Company on the basis of
one new common share for every two common shares issued and
outstanding, which was approved by shareholders at the annual and
special meeting held at the end of May 2014. The Company will issue
a press release advising of the effective date for the
Consolidation as well as the new CUSIP and ISIN numbers as soon as
possible.
The Company also announces that further to its press release
dated May 7, 2014, it has been actively seeking opportunities to
diversify the scope of its business and, in this regard, has signed
a non-binding letter of intent to acquire all of the issued and
outstanding securities of 8816301 Canada Inc., also known as
GrowPros MMP (the "Corporation"), a medical marijuana consultation
and acquisition firm that is pursuing a license as a producer of
medical marijuana in Canada pursuant to the Marihuana for
Medical Purposes Regulations ("MMPR").
Pursuant to the terms of the letter of intent, the Company may
issue an aggregate of 23,000,100 post-consolidation Common shares
in the capital of the Company (each a "Post-Consolidation Share")
to the shareholders of the Corporation in exchange for all of the
issued and outstanding common shares of the Corporation. In
addition, the Company may allot and reserve for issuance an
aggregate of up to 5,000,000 additional Post-Consolidation Shares
(the "Milestone Shares") to the shareholders of the Corporation, on
a pro rata basis, if the Corporation is successful in securing, on
or before December 31, 2014, a license as a producer of medical
marijuana in Canada pursuant to the MMPR. There is no guarantee
that the Company will enter into a binding definitive agreement
with the Corporation or ultimately complete the proposed
acquisition. Moreover, the proposed acquisition of the Corporation
may result in a Fundamental Change (as defined in Policy 8 of the
CSE) to the Company.
Although recently incorporated, the Corporation's core group
consists of expert medicinal cannabis growers and business
professionals who have been actively involved in the medical
cannabis and hydroponic industry for over 15 years. Further, the
Corporation benefits from the substantial intellectual property
derived from the group's many years of research and development, as
well as global affiliations in the related industry. Over the past
four months the Corporation has identified several strategic joint
ventures in the medical marijuana industry. These investment
opportunities include, but are not limited to, acquiring equity in
current licensed MMPR producers, prospective MMPR producers who
have achieved the "ready to build" status as well as complementary
sectors such as commercial marijuana production equipment. The
Corporation is pursuing negotiations with these companies.
The Company's ability to continue operations is dependent upon
successfully raising the necessary financing to complete its
business plan. These pursuits may be delayed given the current
challenges faced by junior companies seeking to raise funds through
the issuance of shares. In this regard, as soon as possible
following listing and the closing of the Consolidation, the Company
intends to arrange a private placement of units (the "Mazorro
Units") to "accredited investors", at a price per Mazorro Unit of
$0.10, for minimum gross proceeds of $1,000,000 and maximum
proceeds of $2,000,000. Each Mazorro Unit will be comprised of one
Post-Consolidation Share and one common share purchase warrant (a
"Warrant") entitling the holder thereof to acquire one additional
Post-Consolidation Share at a price of $0.15 for 24 months
following the closing of the private placement, subject to the
condition that if at any time prior to the expiry date of the
Warrants, the volume weighted average price of the Company's
Post-Consolidation Shares on the CSE exceeds $0.25 for a period of
not less than 20 consecutive trading days, the Company may reduce
the period during which the Warrants may be exercised, such that
the Warrants will expire on the date which is 30 days after the
date on which the Company sends a notice to the holders of the
Warrants. The Company may pay a finder's fee to registered dealers
consisting of a cash fee of up to 7.0% of the gross proceeds raised
under the private placement and finder's warrants exercisable to
acquire that number of Post-Consolidation Shares as is equal to up
to 7.0% of the number of Mazorro Units issued pursuant to the
private placement. The finder's warrants will be exercisable for a
period of 24 months following the closing at an exercise price of
$0.15 per Post-Consolidation Shares.
The net proceeds from the private placement are expected to be
used (i) for general working capital purposes, (ii) to fund
exploration work on its existing mineral property located in
Northwestern Quebec, and (iii) to fund the Company's planned
diversification strategy, including the proposed acquisition of the
Corporation.
Forward-looking statements
Some statements in this release may contain forward-looking
information. All statements, other than of historical fact, that
address activities, events or developments that the Company
believes, expects or anticipates will or may occur in the future
(including, without limitation, statements regarding potential
acquisitions and financings) are forward-looking statements.
Forward-looking statements are generally identifiable by use of the
words "may", "will", "should", "continue", "expect", "anticipate",
"estimate", "believe", "intend", "plan" or "project" or the
negative of these words or other variations on these words or
comparable terminology. Forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond the
Company's ability to control or predict, that may cause the actual
results of the Company to differ materially from those discussed in
the forward-looking statements. Factors that could cause actual
results or events to differ materially from current expectations
include, among other things, without limitation, the possibility
that future exploration results will not be consistent with the
Company's expectations, changes in world gold markets or markets
for other commodities, inability of the Company to achieve its
diversification strategy (including, without limitation, the
proposed acquisition of the Corporation); failure to obtain
sufficient financing, and other risks disclosed in the Company's
public disclosure record on file with the relevant securities
regulatory authorities. Any forward-looking statement speaks only
as of the date on which it is made and except as may be required by
applicable securities laws; the Company disclaims any intent or
obligation to update any forward-looking statement.
Neither the TSX Venture Exchange or the Canadian Securities
Exchange or their respective Regulation Services Providers (as that
term is defined in the policies of the applicable securities
regulations) accepts responsibility for the adequacy or accuracy of
this release.
Mazorro Resources Inc.Andre AudetInterim President &
CEO(613) 241-2332
(TSXV:MZO)
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