Satori Resources Inc.
TSX VENTURE : BUD

Satori Resources Inc.

February 21, 2012 12:34 ET

Satori Announces Flow Through Private Placement

TORONTO, ONTARIO--(Marketwire - Feb. 21, 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.

Satori Resources Inc. (TSX VENTURE:BUD) ("Satori" or the "Company") announces a non-brokered private placement offering of flow through units at a price of $0.10 per unit, for gross proceeds of up to $350,000. Each unit shall be comprised of one flow through common share and one half of one share purchase warrant. Each full purchase warrant will entitle the holder to acquire one non-flow through common share of the Company at a price of $0.15 for 12 months.

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 5% of the number of flow through common shares issued shall be paid to finders or other third parties (a "Finder") upon closing. Each Finder Warrant entitles the holder to acquire one non-flow through common share at an exercise price of $0.10 at any time within 12 (twelve) months of the closing of the offering. The closing of the offering is expected to occur on or before March 15, 2012.

The proceeds shall be allocated to the Company's Canadian projects, primarily in respect of eligible activities related to ongoing efforts to re-commissioning the Tartan Lake Gold Mine Project, Flin Flon, Manitoba.

The offering will be made to residents of any Canadian Province in reliance upon applicable exemptions from registration and prospectus requirements. The closing of the private placement is subject to the receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued pursuant to the offering shall be subject to a hold period of four months from the date of closing.

Satori currently has 30,487,251 shares outstanding.

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 Flon Flon Greentone Belt, Manitoba.

Tartan Lake Gold Mine Project's independent NI 43-101 resource estimate (completed by MineTech International Ltd. and released in November 8, 2010 and amended on January 18, 2012) resulted in an indicated mineral resource of 1,000,000 tonnes at 4.0g/t Au (130,000 ounces) and an additional inferred mineral resource of 1,900,000 tonnes at 3.9g/t Au (240,000 ounces).

Satori is now a reporting issuer in each of British Columbia, Alberta and Ontario.

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.

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.

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.
    Jennifer Boyle, B.A., LL.B
    President and Chief Executive Officer
    (647) 344.3158 or C: (416) 904.2714