Gorilla Enters into a Plan of Arrangement and Arrangement Agreement with Noor Resources and Noor Energy
2012-05-01 20:25:52 -
Vancouver, British Columbia CANADA, May 01, 2012 /FSC/ - Gorilla Resources Corp. (GOA - CNSX"Gorilla") is pleased to announce that on April 30, 2012 it entered into a plan of arrangement (the "Plan of Arrangement") and arrangement agreement (the "Arrangement Agreement") with Noor Resources Inc. ("Noor Resources") and Noor Energy Corporation ("Noor Energy Noor Energy is a wholly owned subsidiary
of Gorilla created solely for the purposes of effecting the arrangement.
Pursuant to the Plan of Arrangement, Gorilla will receive 1,500,000 common shares in the capital of Noor Energy (the "Noor Energy Shares") in exchange for one common share of Gorilla. Gorilla will distribute the 1,5000,000 common shares to the existing shareholders of Gorilla with the three majority shareholders of Gorilla each receiving 100,000 common shares (and waiving their rights to a distribution that would be proportionate to their registered shareholdings in Gorilla) and the remaining 1,200,000 common shares will be distributed pro rata to all other existing shareholdings of Gorilla. Noor Resources is obligated to pay Gorilla $50,000 as consideration for entering into the Plan of Arrangement. $10,000 of that fee has already been received by Gorilla, and the remaining $40,000 is to be paid to Gorilla Minerals Corp., a wholly owned subsidiary of Gorilla.
The distribution of the Noor Energy Shares will take place on Friday, May 4, 2012 and 1,500,00 shares of Noor Energy will be distributed to Gorilla shareholders of record on that date. At the time of distribution, Noor Energy will be a shell company with no assets and the only contract Noor Energy has entered into is the Plan of Arrangement and Arrangement Agreement.
After the distribution of the Noor Energy Shares to the Gorilla shareholders, Noor Energy will complete a reverse merger (the "RTO") with Noor Resources if Noor Resources is successful in arranging and completing the following to close concurrently with the RTO:
* a financing, whereby Noor Resources will raise up to $10,000,000 by selling 20,000,000 common shares at a price of $0.50 per share;
* the acquisition of an oil and gas property that is compliant with NI 51-101 at a purchase price of $10,000,000 in cash and the issuance of shares in Noor Energy (the "Acquisition Shares and
* the Acquisition Shares will be subject to a stock restriction and lock-up agreement with a term of no less than 18 months and no more than 36 months, on terms approved by the Canadian National Stock Exchange (the "CNSX") (the "Conditions
If the Conditions are met, the RTO will involve the issuance of 200,000,000 shares of Noor Energy to the Noor Resources shareholders through a 1 for 1 share exchange. There is a risk that Noor Resources may not be successful in completing the financing and acquisition of the oil and gas property and therefore that the RTO will not complete. Noor Resources is a newly incorporated entity and has not yet entered into agreements which would meet the Conditions required to complete the RTO. It is anticipated that Noor Energy will need to complete a listing on the CNSX in order for the Conditions to be met and the RTO to close.
On behalf of the Board of directors:
President, CEO and Corporate Secretary
Gorilla Resources Corp.
For further information please contact the Company's President, Scott Sheldon, at (604) 725.1857or firstname.lastname@example.org
This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the expected business and commencement of trading in the common stock of Gorilla Resources Corp. The forward-looking information is based on certain key expectations and assumptions made by the company's management Although the company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the company can give no assurance that they will prove to be correct These forward-looking statements are made as of the date of this press release and the company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
The CNSX has not reviewed, approved or disapproved the content of this press release
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