Mazorro Resources Inc.
CNSX : MZO
FRANKFURT : JAM

Mazorro Resources Inc.

September 29, 2014 16:41 ET

Mazorro Closes First Tranche of Private Placement

OTTAWA, ONTARIO--(Marketwired - Sept. 29, 2014) - Mazorro Resources Inc. (the "Company") (CSE:MZO) (FRANKFURT:JAM) is pleased to announce that it has closed a first tranche of its previously-announced private placement (see July 16, 2014 press release), by issuing an aggregate of 5,013,000 units ("Units"), at a price of $0.10, for gross proceeds to the Company of $501,300. Each Unit is comprised of one common share (a "Share") and one common share purchase warrant (a "Warrant") entitling the holder thereof to acquire one additional Share at a price of $0.15 until September 29, 2016.

Jones, Gable & Company Limited (the "Agent") acted as agent in connection with the closing of the private placement and has received (i) a commission equal to 10% of the proceeds raised, as well as the reimbursement of its fees and expenses, and (ii) non-transferable options (the "Agent's Options"), exercisable at a price of $0.10, to acquire up to 501,300 Units until September 29, 2016, the whole as provided for in the agency agreement dated September 29, 2014 between the Agent and the Company. The Units underlying the Agent's Options are identical to the Units issued under the private placement.

Mr. André Audet, the President and CEO of the Company, Mr. John McNeice, the Chief Financial Officer of the Company, and Mr. Dean Hanisch, a director of the Company, participated in the private placement by purchasing an aggregate of 1,330,000 Units, which constitutes a related party transaction pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction with each of the parties did not exceed 25% of the Company's market capitalization.

The foregoing subscriptions were unanimously approved by all of the directors of the Company, and the Company has determined to close the private placement of the Units as soon as possible following the announcement of the private placement as it requires the proceeds for working capital. No new insiders of the Company were created, nor has there been any change of control as a result of the private placement.

The net proceeds from the private placement are expected to be used (i) for general working capital purposes, and (ii) to fund the Company's planned diversification strategy, including the proposed acquisition of 8816301 Canada Inc., also known as GrowPros MMP.

The securities issued in connection with the closing of the private placement are subject to a restricted period expiring on January 30, 2015. As a result of the closing of the private placement, Mazorro Resources Inc. has 32,770,387 common shares outstanding.

The Company may proceed with additional closings of the private placement, up to an aggregate maximum of $2,000,000 in proceeds.

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 GrowPros); 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.

The Canadian Securities Exchange (CSE) has not reviewed this news release and does not accept responsibility for its adequacy or accuracy.

Contact Information

  • Mazorro Resources Inc.
    Andre Audet
    Interim President & CEO
    (613) 241-2332