Satori Resources Inc.

TSX VENTURE : BUD


Satori Resources Inc.

November 13, 2012 14:31 ET

Satori Amends Terms of Previously Announced Private Placement

TORONTO, ONTARIO--(Marketwire - Nov. 13, 2012) -

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Satori Resources Inc. (TSX VENTURE:BUD) ("Satori" or the "Company") announces that it has amended the terms of its previously-announced non-brokered private placement (the "Offering"). The Offering will now consist of 10,000,000 units ("Units") at $0.05 per Unit, for gross proceeds of $500,000. Each Unit consists of one common share of Satori and one non-transferable share purchase warrant ("Warrant"). Each Warrant shall entitle the holder to acquire one full common share at a price of $0.10 at any time until the expiry three years from issuance.

Finders fees equal to 7% of the gross proceeds raised, in addition to the issuance of a number of finder warrants ("Finder Warrants") equal to 7% of the number of Units issued, shall be paid to finders or other third parties (a "Finder") upon closing. Each Finder Warrant entitles the holder to acquire an additional common share at an exercise price of $0.10 at any time within 15 months of the closing of the Offering.

The proceeds from the Offering will be used for ongoing evaluation of the recommissioning of the Tartan Lake Gold Mine Project and for general working capital purposes.

The Offering will be completed under the TSX Venture Exchange's regular policies for private placements and is subject to approval by the TSX Venture Exchange and any other applicable securities legislation. The securities comprising the Units will be offered to all Qualified Purchasers resident of any Canadian Province, in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation. The securities issued upon the closing of the Offering will be subject to a four month hold period from the date of issue, including any other re-sale restrictions imposed by applicable securities regulatory authorities.

ABOUT SATORI RESOURCES INC.

Satori is a Toronto-based mineral exploration and development company whose primary property is the Tartan Lake Gold Mine Project (100% interest), located in the prolific Flin Flon Greenstone Belt, Manitoba.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This news release of Satori contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Satori's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Forward-looking statements in this document include statements regarding Satori's expectations regarding ownership, entitlements, drilling and exploration activities on properties in which Satori has, or believes it has an interest. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Any factor could cause actual results to differ materially from Satori's expectations. Satori undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change, unless otherwise required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Satori Resources Inc.
    Jeffrey Kilborn
    Executive Vice President
    (647) 430.0966 C: (416) 723.3916
    www.satoriresources.ca