Satori Resources Inc.
TSX VENTURE : BUD

Satori Resources Inc.

March 03, 2017 07:00 ET

Satori Resources Announces up to $1.0 Million Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwired - March 3, 2017) -

THIS NEWS RELEASE IS NOT INTENDED FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

Satori Resources Inc. (TSX VENTURE:BUD) ("Satori" or the "Company") announces that it intends to complete a non-brokered private placement financing (the "Offering") for gross proceeds up to $1,000,000. Pursuant to the Offering, the Company intends to issue up to 5,882,353 Units ("Units") at a price of $0.17 per Unit. Each Unit will consist of one common share in the capital of the Company and one common share purchase warrant ("Unit Warrant"), each full Unit Warrant entitling the holder to acquire one common share of the Company at a price of $0.30 for a period of 30 months following closing of the Offering.

In the event that, during the period following 24 months from the Closing Date, the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange exceeds $0.60 per Common Share for any period of 30 consecutive trading days, the Company may, at its option, within five business days following such 30-day period, accelerate the Warrant Expiry Date by delivery of notice to the registered holders (an "Acceleration Notice") thereof and issuing a press release (a "Warrant Acceleration Press Release", and, in such case, the Warrant Expiry Date shall be deemed to be 5:00 p.m. (Toronto time) on the 30th day following the later of (i) the date on which the Acceleration Notice is sent to Warrant holders, and (ii) the date of issuance of the Warrant Acceleration Press Release.

The proceeds from the private placement will be used to advance the Company's Tartan Lake Gold Mine Project, in Flin Flon, Manitoba, Canada, and for general working capital purposes.

In connection with the Offering, the Company may pay finders' fees to eligible finders in accordance with the rules of the TSX Venture Exchange (the "TSXV") and such other regulatory authorities having jurisdiction, the details of which shall be announced at closing.

Completion of the Offering is subject to receipt of TSX-V approval and other requisite approvals. All of the securities issuable in connection with the Offering will be subject to a hold period expiring four months and one day after date of issuance.

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 mining district, in Manitoba, Canada. The Tartan Lake Gold Mine had historical high-grade production of 48,000 ounces of gold between 1987-1989. The Project hosts a 450 tonne per day gold concentrator and related infrastructure, along with a decline ramp providing access to developed gold mineralization within the Main and South Zones to a vertical depth of 320 metres.

For further information, please visit www.satoriresources.ca.

The TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) does not accept responsibility for the adequacy or accuracy of this release.

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.

Shares Outstanding: 20,475,742

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