NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
CALGARY, Alberta, Oct. 16, 2018 (GLOBE NEWSWIRE) -- Pulse Oil Corp. (TSX-V:PUL and PUL.WT) (the “Company” or “Pulse”) is pleased to announce the price and terms of its marketed public offering previously announced on October 15, 2018 (the “Offering”). The Offering will be conducted on an agency basis for the issuance of up to: (i) 14,285,700 units of the Company (“Units”) at a price of $0.21 per Unit; and (ii) 11,363,600 common shares of the Company (“Common Shares”), issued on a “flow-through” basis under the Income Tax Act (Canada) with respect to “Canadian exploration expenses” (the “CEE Flow-Through Shares”) at a price of $0.22 per CEE Flow-Through Share, for combined aggregate gross proceeds to Pulse of up to $5,500,000.
Each Unit shall be comprised of one Common Share and one-half of one Common Share purchase warrant of the Company (each whole warrant, a “Warrant”) exercisable at any time up to 2 years following the closing of the Offering at an exercise price of $0.30 per Common Share.
The Offering will be led by Mackie Research Capital Corporation, as sole agent and sole bookrunner. Mackie Research Capital Corporation is also acting as a strategic advisor to the company.
Pulse will file an amended and restated preliminary prospectus in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Nova Scotia to reflect the terms of the Offering.
In addition, as previously announced on October 15, 2018, the Company intends to complete a private placement (the “Strategic Investment”) with certain strategic investors, whereby the Company will issue 26,190,476 units of the Company (the “Private Placement Units”) at the same issue price as the Units for expected gross proceeds of $5,500,000, which, when combined with the Offering amounts to aggregate gross proceeds of up to $11,000,000. Each Private Placement Unit will consist of one Common Share and one-half of one Common Share purchase warrant with the same exercise price and term as the Warrants. The combined proceeds from the Offering and the Private Placement shall be up to $11,000,000.
The Company has also granted the Agent an option (the “Over-Allotment Option”) to cover over-allotments and for market stabilization purposes, exercisable at any time up to 30 days subsequent to the Closing of the Offering, to increase the size of the Offering by up to 15% in Units on the same terms and conditions of the Offering, exercisable in whole or in part.
The net proceeds received by the Company from the Offering and the Strategic Investment, are specifically intended to be used by the Company to complete the following work program for its 100% owned oil and gas operations in Alberta:
- Complete all facility and transportation infrastructure for permanent production associated with the Company’s Bigoray Enhanced Oil Recovery (“EOR”) miscible flood;
- Initiate hydrocarbon miscible flood on the Bigoray Nisku “D” Pool Pinnacle Reef;
- Drill a multi-well program at Pulse’s Queenstown assets focused on light oil drilling in the Mannville formation; and
- Complete two Bigoray well reactivations to re-establish oil production from these previously producing wells.
For each CEE Flow-Through Share, the Company has covenanted to incur and renounce to the subscriber, effective for the fiscal year ended December 31, 2018, qualifying "Canadian exploration expenses", within the meaning of the Income Tax Act (Canada), in an amount equal to the purchase price of the CEE Flow-Through Share.
The Offering is being made pursuant to a short-form prospectus filed in the provinces of British Columbia, Ontario, Alberta, Saskatchewan, Nova Scotia and Manitoba and otherwise by private placement exemption in other jurisdictions where the Offering can lawfully be made, including the United States and Europe. The securities issued and issuable pursuant to the Offering will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Common Shares and CEE Flow-Through Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Offering and Strategic Investment is scheduled to close late October or early November, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange (“TSXV”).
The Company will use commercial reasonable efforts to obtain the necessary approvals to list the CEE Flow-Through Shares, the Common Shares, Warrants, and the Common Shares issuable on the exercise of Warrants, on the TSX Venture Exchange.
About Pulse Oil Corp.
Pulse is a Canadian company incorporated under the Business Corporations Act (Alberta) and has plans to become a leading oil and gas company. Pulse owns 100% interests in the Bigoray area of Alberta, that include two Nisku oil Pinnacle Reefs as well as 100% interests in producing assets in the Bigoray area of Alberta. Pulse is moving forward to grow production and execute an Enhanced Oil Recovery project to unlock significant value for shareholders through control of approximately 65 net sections of land across the Mannville, Cardium, Pekisko/Shunda, Nisku and Duvernay Shale trends in Western Canada. Pulse will also continue to focus on acquiring affordable, small to medium sized proven oil and gas assets with significant upside. The Company plans to achieve further growth through low‐risk, technically diligent drilling, infrastructure ownership and reserve growth utilizing proven enhanced oil recovery techniques and implementation of technology.
Pulse Oil Corp.
Garth Johnson, CEO
Phone: (604) 306‐4421
garth@pulseoilcorp.com
Drew Cadenhead, President and COO
Phone: (403) 714‐2336
drew@pulseoilcorp.com
Neither the TSX Venture Exchange, Inc. nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) has neither approved nor disapproved of the contents of this press release.
Reader Advisory
This press release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. The words “will,” “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward‐looking statements, which are generally not historical in nature. Such statements include, without limitation, statements pertaining to the Offering and the Strategic Investment and the anticipated timing thereof and use of proceeds therefrom, as well as the planned operations and anticipated results related to the Bigoray assets, including the anticipated timing to reactivate the wells and Pulse’s Queenstown drilling.
The forward‐looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on the Company based on information currently available to management. While management believes that these forward‐looking statements are reasonable as and when made, there can be no assurance that future developments affecting Pulse will be those anticipated. Forward‐looking information involves known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or events to differ materially from those anticipated in such forward‐looking information. Important factors that could cause actual results to differ materially from those in the forward looking statements include, but are not limited to: the completion of the Offering and the Strategic Investment, respectively and the timing thereof, the volatility of commodity prices, product supply and demand, competition, access to and cost of capital, the assumptions underlying production forecast, the quality of technical data; environmental and weather risks, including the possible impacts of climate change, the ability to obtain environmental and other permits and the timing thereto, government regulation or action, the costs, timing and results of drilling operations; the availability of equipment, services, resources and personnel required to complete the Company’s planned operating activities; access to and availability of transportation, processing and refining facilities, acts of war or terrorism; and general economic conditions and other financial, operational and legal risks and uncertainties. The forward‐looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF THE COMPANY IN THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. THE SECURITIES TO BE OFFERED UNDER THE OFFERING HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE 1933 ACT OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS DEFINED IN REGULATION S UNDER THE 1933 ACT) EXCEPT IN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS.