Calgary, Alberta--(Newsfile Corp. - August 23, 2022) - Horizon Petroleum Ltd. (TSXV: HPL.H) ("Horizon" or the "Company") announces that it intends to complete a non-brokered private placement (the "Offering") of up to 50,000,000 units ("Units") in the capital of the Company at a price of $0.02 per Unit for gross proceeds of up to $1,000,000, subject to approval from the TSX Venture Exchange ("TSX-V"). Each Unit will consist of one common share ("Common Share") and one common share purchase warrant ("Warrant") in the capital of the Company. Each Warrant will entitle the holder to purchase on Common Share at a price of $0.05 for a period of twelve (12) months from the date of issuance.
In connection with the Offering, certain insiders are expected to purchase Units in the Offering. Each of the insiders is a related party of the Company, and as a result, the Offering will be a related party transaction for purposes of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, based on a determination that fair market value of the participation in the Offering by insiders will not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
In connection with the Offering, the Company may pay finder's fees in cash or securities, or a combination of both, as permitted by the policies of the TSX-V.
The proposed use of proceeds of the Offering is as follows: (i) for the payment of $110,000 owed by the Company pursuant to a settlement agreement entered into on July 15, 2022, as further discussed in the Company's press release dated August 12, 2022; (ii) for the repayment of debt; (iii) to bring the company's continuous disclosure record up to date; and (iv) for working capital purposes.
Closing of the Offering is subject to the acceptance of the of the TSX-V. The securities being issued pursuant to the Offering will be subject to a hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities law and the policies of the TSX-V.
About Horizon Petroleum Ltd.
Calgary-based Horizon is focused on the appraisal and development of conventional oil & natural gas resources onshore Europe. The Management and Board of Horizon consist of oil & natural gas professionals with significant international experience.
For further information please contact:
Dr. David Winter
President & CEO
+1(403) 619 2957
dawinter@horizon-petroleum.com
Forward-Looking Information
This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws relating to the Company's plans and other aspects of our anticipated future operations, the closing and timing of closing of the Offering, the use of proceeds from the Offering and allocation thereof. Forward-looking information typically uses words such as "anticipate", "believe", "project", "expect", "goal", "plan", "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future.
The forward-looking information is based on certain key expectations and assumptions made by Horizon's management, including expectations and assumptions noted previously in this press release under oil and gas advisories, and in addition with respect to prevailing commodity prices and differentials, exchange rates, interest rates, applicable royalty rates and tax laws; future production rates and estimates of operating costs; performance of future wells; reserve and resource volumes; anticipated timing and results of capital expenditures; the success obtained in drilling new wells; the sufficiency of budgeted capital expenditures in carrying out planned activities; the timing, location and extent of future drilling operations; the state of the economy and the exploration and production business; results of operations; performance; business prospects and opportunities; the availability and cost of financing, labour and services; the impact of increasing competition; the ability to efficiently integrate assets and employees acquired through acquisitions, the ability to market natural gas successfully and Horizon's ability to access capital. 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 Horizon can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature they involve inherent risks and uncertainties. Horizon's actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that we will derive therefrom. Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide securityholders with a more complete perspective on future operations and such information may not be appropriate for other purposes.
Readers are cautioned that the foregoing lists of factors are not exhaustive. These forward-looking statements are made as of the date of this press release and we disclaim 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.
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 release.
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