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Mazorro Resources to List on CSE, Signs Letter of Intent to Acquire Growpros MMP and Arrange Equity Financing

June 19, 2014



ENP Newswire - 19 June 2014

Release date- 17062014 - Ottawa, Ontario - Mazorro Resources Inc. (TSXV: MZO) (Frankfurt: JAM) announces that it has received conditional approval for the listing of its common shares on the Canadian Securities Exchange, 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 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 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.

Contact:

Andre Audet

Interim President & CEO

Mazorro Resources Inc.

Tel: (613) 241-2332

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.


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Source: ENP Newswire


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