Sonoma Resources Inc.
TSX VENTURE : SRQ.H

Sonoma Resources Inc.

November 02, 2015 13:23 ET

Sonoma Resources Inc. Announces Completion of RTO Filing Statement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 2, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Sonoma Resources Inc. ("Sonoma" or the "Company") (TSX VENTURE:SRQ.H) is pleased to announce that it has, jointly with Element Lifestyle Retirement Inc. ("Element"), completed and filed a Filing Statement, dated October 30, 2015, (the "Filing Statement") providing comprehensive disclosure of its contemplated reverse-takeover transaction with Element (the "Transaction"), previously disclosed in Sonoma's September 4, 2015 news release. The completion of the Filing Statement represents a significant milestone for Element and Sonoma in their efforts to complete the Transaction. The Filing Statement can be found under Sonoma's issuer profile at www.sedar.com.

Haywood Securities Inc. ("Haywood") has been engaged as Sponsor (within the meaning of the TSX Venture Exchange ("TSXV") Corporate Finance Manual) to Sonoma for the proposed Transaction.

Completion of the Transaction remains subject to a number of conditions, including the conditions of the TSXV's conditional acceptance of the Transaction dated October 28, 2015, which conditions are detailed in the Filing Statement. Among other things, it is a condition of the Transaction that Sonoma complete a private placement financing at a target price of $0.25 per Sonoma common share for gross proceeds of up to $4,325,000 (the "Financing"). In addition to being engaged as Sponsor, Haywood has been engaged to act as agent in connection with $2.0 million of the Financing, with the remaining $2,325,000 to be placed directly by Element and Sonoma.

There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Sonoma should be considered highly speculative. Sonoma's common shares remain halted from trading and are expected to remain so until completion of the Transaction, or until satisfactory documentation to allow a resumption of trading is filed with and accepted by the TSXV.

About Element

Element is a private company established in June 2013 in Vancouver, British Columbia to focus on providing specialized development expertise and flexible, innovative management services for senior retirement communities. The core business of Element is the development and management of third party assets in the "senior retirement community" space. Element aspires to be one of the most respected senior living specialists in North America, emphasizing the "Continuum-of-Care" model, which encompasses a smooth, seamless transition for seniors from independence to assisted living to complex care. The management team of Element has over 20 years of experience developing and operating retirement communities.

About Sonoma

Sonoma is a reporting issuer in British Columbia and Alberta. It is currently listed on the NEX Board of the TSXV, but trading of its securities has been halted. Sonoma has no active business or operations and has no material assets.

ON BEHALF OF THE BOARD

SONOMA RESOURCES INC.

Reader Advisory

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposed Transaction and associated transactions, including statements regarding the Tier and issuer category of the resulting issuer, the terms and conditions of the Transaction, the proposed Financing and Element's business plan. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the Financing, and associated transactions, that the ultimate terms of the Transaction, the Financing, and associated transactions will differ from those that currently are contemplated, and that the Transaction, the Financing, and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on the Company's due diligence and the receipt of tax, corporate and securities law advice for both the Company and Element. The statements in this press release are made as of the date of this release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, Element, their securities, or their respective financial or operating results (as applicable).

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Haywood Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor to the Company in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.

Contact Information

  • Sonoma Resources Inc.
    Scott Young
    Director
    (604) 377-5781