TSXV: PNO.H
VANCOUVER, Feb. 27, 2015 /CNW/ - PNO Resources Ltd. (the
"Company") (TSXV: PNO.H) announces that further to its news
release dated January 22, 2015, it
has closed its non-brokered private placement of 5,000,000 units
(the "Units") at a price of $0.10 per Unit for gross proceeds of $500,000 (the "Private Placement"). Each
Unit consists of one common share in the capital of the Company (a
"Common Share") and one common share purchase warrant (a
"Warrant"). Each Warrant is exercisable into one
Common Share at an exercise price of $0.15 until February 27,
2016. The securities issued in connection with the Private
Placement are subject to a hold period of four months and a day
expiring on June 28, 2015. Proceeds
will be used for general working capital and for continuing to
research opportunities in the natural resources sector.
The Company also announces that pursuant to the Private
Placement, Fiore Financial Corporation ("Fiore") (a company
owned and controlled by Frank
Giustra) acquired 2,615,000 Units which Units are comprised
of 2,615,000 Common Shares representing approximately 21.02% of the
issued and outstanding Common Shares of the Company and 2,615,000
Warrants representing approximately 52.30% of the issued and
outstanding warrants of the Company. As a result of the acquisition
of securities described above, The Radcliffe Foundation (a
charitable organization controlled by Frank
Giustra), Radcliffe Corporation (a company owned and
controlled by Frank Giustra), and
Fiore own in aggregate, 3,336,500 Common Shares representing
approximately 26.82% of the current issued and outstanding Common
Shares of the Company and would own 5,951,500 Common Shares,
representing approximately 39.53% on a partially diluted basis,
assuming the exercise of the 2,615,000 Warrants held by Fiore.
The Company has also been advised that pursuant to the Private
Placement, Trevor Wilson acquired
1,000,000 Units which Units are comprised of 1,000,000 Common
Shares, representing approximately 8.04% of the issued and
outstanding Common Shares of the Company and 1,000,000 Warrants
representing approximately 20.00% of the issued and outstanding
warrants of the Company. If Mr. Wilson exercises the 1,000,000
Warrants, he would own approximately 14.88% of the issued and
outstanding Common Shares of the Company on a partially diluted
basis.
The Company further announces that pursuant to the Private
Placement, Gordon Keep acquired
200,000 Units which Units are comprised of 200,000 Common Shares
representing approximately 1.61% of the issued and outstanding
Common Shares of the Company and 200,000 Warrants representing
approximately 4.00% of the issued and outstanding warrants of the
Company. In addition, Mr. Keep's children (the "Keep
Children") acquired 100,000 Units pursuant to the Private
Placement which Units are comprised of 100,000 Common Shares
representing approximately 0.80% of the issued and outstanding
Common Shares of the Company and 100,000 Warrants representing
approximately 2.00% of the issued and outstanding warrants of the
Company. Mr. Keep has trading authority and direction over the Keep
Children's securities, but not beneficial ownership. As a result of
the acquisition of securities described above, Gordon Keep, the Keep Children, GBK Investments
Inc. (a company owned and controlled by Gordon Keep), and The Kinder Dream Foundation (a
charitable organization controlled by Gordon Keep) own in aggregate 896,000 Common
Shares, representing approximately 7.20% of the current issued and
outstanding Common Shares of the Company, and would own 1,331,000
Common Shares, representing approximately 10.34% on a partially
diluted basis, assuming the exercise of 300,000 Warrants and
135,000 options held by the entities and individuals mentioned
above.
The Company has been advised that Frank
Giustra and his related entities, Gordon Keep and his related entities, and
Trevor Wilson have acquired these
securities for investment purposes and have no present intention to
acquire further securities of the Company, although they may in the
future acquire or dispose of securities of the Company, through the
market, privately or otherwise, as circumstances or market
conditions warrant. Fiore, Mr. Wilson, Mr. Keep and the Keep
Children each relied on section 2.3 of National Instrument 45-106
in connection with the issuance of the Units.
ON BEHALF OF THE BOARD OF DIRECTORS
|
"Christy
Louth"
|
Per:
|
__________________
|
|
Christy
Louth
|
|
President and
Director
|
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 NEWS RELEASE
SOURCE PNO Resources Ltd.