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VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 07/29/13 -- Lu'an Capital & Energy Investment Inc. (the "Company") is pleased to announce that it has entered into a subscription agreement (the "Subscription Agreement") with Sona Resources Corp. ("Sona"), pursuant to which the Company has purchased, on a private placement basis (the "Transaction"), 3,665,000 units (the "Units") at an offering price of $0.30 per Unit, for gross proceeds of $1,099,500. Each Unit consists of one common share of Sona (a "Common Share") and one-half of one warrant (a "Warrant"), with each whole Warrant entitling the holder to purchase, for a period of 24 months following the closing date, one additional Common Share of Sona at a price of $0.50 for the first 12 months and $0.60 thereafter.
Pursuant to the Transaction, the Company acquired 3,665,000 Common Shares of Sona (the "Purchased Shares") representing approximately 13.3% of Sona's issued and outstanding share capital. The Company previously owned 500,000 Common Shares of Sona. Subsequent to the closing of the Transaction, the Company owns 4,165,000 Common Shares of Sona, which represents approximately 15.1% of Sona's issued and outstanding share capital. The Company now also owns 1,832,500 Warrants, which, if the Warrants were fully exercised, together with the Company's current shareholdings of Sona, would represent approximately 20.4% of Sona's issued and outstanding share capital on a diluted basis. The Transaction closed on July 25, 2013.
Pursuant to the Subscription Agreement, the Company will have the right to nominate one individual (a "Nominee") to serve on Sona's board of directors (the "Board"), if the Board comprises eleven or fewer directors. If the Board comprises twelve or more directors, the Company will have the right to nominate one additional Nominee.
As a condition of the Subscription Agreement, the Company and Sona have also entered into a voting agreement (the "Voting Agreement") with respect to any current and future Common Shares owned or controlled by the Company (the "Company's Shares"). Pursuant to the Voting Agreement, Sona will determine how to vote, or act or proceed on each and every of the matters referred to in any notice of shareholders meeting held by Sona (such determination being a "Decision"). Sona will deliver a written notice to the Company of the Decision and the Company will vote the Offeror's Shares in accordance with the Decision. The Voting Agreement will automatically terminate six years after the Subscription date.
The Purchased Shares were acquired for investment purposes. Depending on market conditions and other factors, the Company may from time to time acquire additional securities of Sona or dispose of securities of Sona in the open market, by private agreement or otherwise.
A copy of the requisite early warning report will be filed on the SEDAR profile for Sona Resources Corp. at www.sedar.com.
Source: http://www.sys-con.com/node/2748670
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