|By Marketwired .||
|July 16, 2014 02:31 PM EDT||
OTTAWA, ONTARIO -- (Marketwired) -- 07/16/14 -- Mazorro Resources Inc. (the "Company") (CSE:MZO)(FRANKFURT:JAM) announces that it is progressing with its proposed acquisition of all of the issued and outstanding securities of 8816301 Canada Inc., also known as GrowPros MMP ("GrowPros"), a medical marijuana consultation and acquisition firm that is pursuing a license as a producer of medical marijuana in Canada pursuant to the Marihuana for Medical Purposes Regulations. The parties are currently negotiating a definitive agreement and the Company expects to complete the acquisition this summer. The acquisition is subject to regulatory approval, including that of the Canadian Securities Exchange ("CSE").
The Company is also pleased to announce that Mr. Norm Boucher has been appointed as Security Advisor to GrowPros. Mr. Boucher brings 35 years of varied experience with the RCMP, including several years of operational drug enforcement and organized crime experience. Mr. Boucher also worked nationally and internationally on drug control programs, policy and legislation, representing the RCMP at national and international committees. This experience included several joint efforts with Canadian and foreign drug enforcement organizations to develop, plan and coordinate drug control support initiatives in several countries in Latin America and Asia. As an RCMP liaison officer and first secretary at the Canadian Embassy in Madrid, Spain and in Santo Domingo, the Dominican Republic, he worked with foreign agencies to support the investigation of international organized crime and terrorism investigations. Mr. Boucher was a member of the RCMP specialized national anti-terrorism team and is now a security advisor for a number of companies and organizations focusing on threat assessments and security planning.
In addition to the proposed acquisition of GrowPros, the Company continues to seek opportunities to diversify the scope of its business.
As previously announced, the Company's ability to continue operations is dependent upon successfully raising the necessary financing to complete its business plan and, in this regard, the Company is pleased to announce that it has engaged Jones, Gable & Company Limited (the "Agent") to act as its agent in connection with a private placement of units (the "Units"), at a price of $0.10, for minimum gross proceeds of $500,000 and maximum proceeds of $2,000,000. Each Unit will be 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 for 24 months following the closing of the private placement. In connection with the private placement, the Company has agreed to pay to the Agent a cash commission equal to 10.0% of the gross proceeds raised under the private placement and issue to the Agent non-transferable options (the "Agent's Options"), at an exercise price of $0.10, to acquire that number of Units as is equal to 10.0% of the number of Units issued pursuant to the private placement for a period of 24 months following the closing of the private placement. The Units underlying the Agent's Options are identical to the Units being issued under the private placement. The Company and the Agent will use their commercially reasonable efforts to complete the private placement as soon as possible. The private placement is subject to regulatory approval, including that of the CSE.
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 acquisition of GrowPros.
Mazorro Resources Inc. currently has 27,757,387 common shares outstanding.
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
Mazorro Resources Inc.
Interim President & CEO