Permex Petroleum Announces Warrant Repricing and Exercise Incentive Program
18 May 2023 - 11:10PM
Permex Petroleum Corporation (CSE: OIL) (OTCQB: OILCF)
("
Permex" or the "
Company"), is
pleased to announce the implementation of an early warrant exercise
program (the “
Program”) intended to encourage the
exercise of up to 1,015,869 unlisted common share purchase warrants
of the Company (the “
Eligible Warrants”), which
were issued as part of the Company’s private placements.
Warrant Repricing and Exercise Incentive
Program
Pursuant to the Program, the Company will amend
the exercise price of the following Eligible Warrants to USD$2.86
per Eligible Warrant, commencing on May 18, 2023, at 9:00 a.m.
(Vancouver time) and expiring on June 16, 2023 at 5:00 p.m.
(Vancouver time) (the “Early Exercise
Period”):
Number of Eligible
Warrants(1) |
Issue Date |
Original Exercise
Price(1) |
New Exercise Price during the Early Exercise
Period |
785,477 |
March 28, 2022 |
US$12.60 |
USD$2.86 |
22,059 |
November 4, 2021 |
US$32.40 |
USD$2.86 |
208,333 |
October 1, 2021 |
C$12.00 |
USD$2.86 |
Note:(1) Figures adjusted pursuant to a 60:1
consolidation made effective on November 2, 2022.
In addition to the repricing, the Company will
also offer, to each holder of Eligible Warrants (the
“Warrant Holders”) who exercises the Eligible
Warrants during the Exercise Warrant Period, the issuance of one
additional common share purchase warrant for each Eligible Warrant
exercised during the Early Exercise Period (each, an
“Incentive Warrant”). Each Incentive Warrant
entitles the Warrant Holder to purchase one common share of the
Company (each, a “Share”) for a period of 5 years
from the date of issuance, at a price of USD$4.50 per Share. The
Company may also issue pre-funded common share purchase warrants
(each, a “Pre-Funded Warrant”) in lieu of Shares,
upon the exercise of Eligible Warrants, to certain Warrant Holders.
Each Pre-Funded Warrant will allow the holder thereof to acquire
one Share at a nominal exercise price of USD$0.01 and will not
expire.
The Eligible Warrants which remain unexercised
following the completion of the Early Exercise Period will continue
to be exercisable, on the terms existing immediately prior to the
implementation of the Program, and no further Incentive Warrants
will be granted on the exercise of the Eligible Warrants following
the completion of the Early Exercise Period. Permex anticipates
using the proceeds from the exercise of any Eligible Warrants for
working capital purposes.
The terms and conditions of the Program and the
method of exercising Eligible Warrants pursuant to the Program are
set forth in a letter which is being delivered to the last known
contact of each Warrant Holder. Warrant Holders who wish to
participate in the Program will be required to deliver the
applicable warrant exercise documents to the Company to exercise
their respective Eligible Warrants and in consideration for the
issuance of the Incentive Warrants.
The Incentive Warrants, and any securities
issuable on the exercise thereof, will be subject to a four-month
hold period from the date of issuance pursuant to applicable
Canadian securities laws, in addition to such other restrictions as
may apply under applicable securities laws of jurisdictions outside
of Canada. None of the securities issued in connection with the
Program will be registered upon issuance under the United States
Securities Act of 1933, as amended (the "1933
Act"), and none of them may be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the 1933 Act. The Company has
agreed to file a registration statement with the U.S. Securities
and Exchange Commission to register the Shares within 30 days of
the end of the Early Exercise Period. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy
nor shall there be any sale of the securities in any state where
such offer, solicitation, or sale would be unlawful. The Early
Exercise Period will continue for at least 20 business days as
required by Rule 14e-1(a) under the United States Securities
Exchange Act of 1934, as amended.
No insiders will be participating in the Program
and the Program is subject to approval from the Canadian Securities
Exchange.
Contact Information
Permex Petroleum CorporationMehran
EhsanPresident, Chief Executive Officer & Director(469)
804-1306
Gregory MontgomeryChief Financial Officer (469)
804-1306
Or for investor relations, please
contact:Renmark Financial Communications Inc.Steve
Hosein: shosein@renmarkfinancial.comTel.: (416) 644-2020 or
(212)-812-7680www.renmarkfinancial.com
Forward Looking Statements
This release includes certain statements and
information that may constitute forward-looking information within
the meaning of applicable Canadian and United States securities
laws. Forward-looking statements relate to future events or future
performance and reflect the expectations or beliefs of management
of the Company regarding future events. Generally, forward-looking
statements and information can be identified by the use of
forward-looking terminology such as “intends” or “anticipates”, or
variations of such words and phrases or statements that certain
actions, events or results “may”, “could”, “should”, “would” or
“occur”. This information and these statements, referred to herein
as "forward‐looking statements", are not historical facts, are made
as of the date of this news release and include without limitation,
statements regarding discussions of future plans, estimates and
forecasts and statements as to management's expectations and
intentions with respect to, among other things: the anticipated
timing and completion of the Program; and the use of any proceeds
raised under the Program.
These forward‐looking statements involve
numerous risks and uncertainties and actual results might differ
materially from results suggested in any forward-looking
statements. These risks and uncertainties include, among other
things: delays in obtaining or failures to obtain required
regulatory approvals for the Program from the CSE; market
uncertainty; and the inability of the Company to raise proceeds
pursuant to the Program.
In making the forward-looking statements in this
news release, the Company has applied several material assumptions,
including without limitation, that: the Company will obtain the
required CSE approval for the Program; the Company will be able to
raise proceeds under the Program; and the Company will use the
proceeds of the Program as currently anticipated.
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. Readers are cautioned
that reliance on such information may not be appropriate for other
purposes. The Company does not undertake to update any
forward-looking statement, forward-looking information or financial
out-look that are incorporated by reference herein, except in
accordance with applicable securities laws. We seek safe
harbor.
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