VANCOUVER, BRITISH COLUMBIA–(Marketwired – Feb. 14, 2018) –
NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION THROUGH A U.S. NEWSWIRE SERVICE
Renaissance Oil Corp. (the “Company”) (TSX VENTURE:ROE) is pleased to announce that it has entered into an engagement letter with Haywood Securities Inc. on behalf of a syndicate of agents (the “Agents”) in respect of a brokered private placement of up to 40,000,000 units (the “Units”) at a price of C$0.25 per Unit, for aggregate gross proceeds of up to C$10,000,000 (the “Offering”). Each Unit will consist of one common share of the Company and one common share purchase warrant of the Company (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one common share of the Company at an exercise price of C$0.50 for a period of 36 months from the date of issuance. The Agents have been granted an option (the “Agents' Option”) to sell up to an additional 6,000,000 Units at the same price per Unit as the Offering, exercisable in whole or in part at any time up to 48 hours prior to closing of the Offering.
The Offering will take place by way of a private placement to qualified investors in such provinces of Canada as the Agents may designate, and otherwise in those jurisdictions where the Offering can lawfully be made. Pursuant to Canadian securities laws, any securities issued in the Offering will be subject to a hold period of four months plus one day from the date of issuance.
The net proceeds of the Offering will be used to aid in the Company's ongoing efforts in securing oil and gas rights in Mexico, to fund capital expenditures and for general corporate purposes.
The Offering is expected to close on or about March 2, 2018 or such other date as the Company and the Agents may agree, and is subject to certain conditions, including completion of formal documentation and receipt of regulatory approval, including the acceptance of the TSX Venture Exchange.
In consideration for their services, the Agents will receive (a) a cash commission equal to 6.0% of the gross proceeds of the Offering, including any proceeds realized on exercise of the Agents' Option, and (b) compensation warrants (the “Compensation Warrants”) equal to 6.0% of the Units sold under the Offering, including any Units issued on exercise of the Agents' Option. Each Compensation Warrant will entitle the holder thereof to acquire one Unit at a price of C$0.25 for a period of 24 months from the date of issuance.
RENAISSANCE OIL CORP.
Craig Steinke, Chief Executive Officer
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined under the U.S. Securities Act) absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “believes”, “aims to”, “plans to” or “intends to” or variations of such words and phrases or statements that certain actions, events or results “will” occur. Such statements include, without limitation, statements regarding the anticipated closing of the Offering and the expected use of proceeds from the Offering. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed by such forward-looking statements or forward-looking information, including the business of the Company, the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks, and delay, inability to complete a financing or failure to receive regulatory approvals. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward looking information. The Company does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except 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 news release.