/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
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CALGARY,
AB, Aug. 8, 2024 /CNW/ - Horizon Petroleum
Ltd. (TSXV: HPL) (NEX: HPL) (the "Company" or "Horizon") is pleased
to announce the Company has agreed to sell up to $1,000,000 in subscription receipts
("Subscription Receipts") (the "Subscription Receipt Private
Placement") and units ("Units") ("Unit Private Placement"), in a
non-brokered private placement basis at a price of CA$0.11 (the
"Offering"). The financing is anticipated to close on or about
August 30, 2024 (the "Closing Date").
Private Placement
The Subscription Receipts will be convertible upon satisfaction
of the release conditions (the "Release Conditions" as defined
herein), into one Common Share and one Common Share purchase
warrant of the Company (a "Subscription Receipt Warrant") which
will be exercisable for a period of four years from closing at a
price of CAD$0.30 per Common Share.
The Release Conditions are the grant of the final executed licences
for the Bielsko-Biala and Cieszyn concessions located in southwest
Poland and the graduation of the
Company to Tier 2 of the TSX Venture Exchange.
On the Closing Date, the gross proceeds from the Subscription
Receipt Offering (the "Escrowed Proceeds"), will be deposited in
escrow with the Company's counsel pending the satisfaction of the
Release Conditions. Upon the satisfaction of the Release Conditions
on, or before, October 31, 2024, each
Subscription Receipt will be automatically converted, without
payment of any additional consideration or further action on the
part of the holder thereof, into one Common Share and one
Subscription Receipt Warrant. If the Release Conditions are
not satisfied by October 31, 2024,
the Subscription Receipt Private Placement funds will be returned
to the Subscribers. Unit Private Placement funds will not be
refundable.
The Units are comprised of: (i) one common share in the capital
of the Company ("Common Share"), and (ii) one transferable share
purchase warrant entitling the holder thereof to acquire one
Common Share at a price of CAD$0.20 ("Regular Warrant") per
share. The Regular Warrants will have a term of 12 months
following the closing date. Funds from the Unit subscriptions
will be immediately available for use by the Company and will not
be held in escrow. The funds will be used for working capital
and to pay certain concession fees upon the signing of the Bielsko
Biala and Cieszyn Concessions in Poland, expected on or about the end of August
or early September.
The Units and Subscription Receipts may be sold in any
combination up to a maximum of CAD$200,000 in Units with an aggregate maximum
of up to CAD$1,000,000.
The net proceeds of the Offering are expected to be used for
general and administrative expenses and for advancing certain
concession fees upon signing the concession agreements for the
Bielsko-Biala and Cieszyn concessions located in southwest
Poland.
Completion of the Offering is subject to receipt of all required
regulatory and stock exchange approvals, including the approval of
the TSX Venture Exchange ("TSX-V").
The Common Shares, Warrants and Warrant Shares will be subject
to a statutory hold period under applicable Canadian securities
laws expiring on the date that is four months and a day following
the Closing Date.
Multilateral Instrument 61-101 – Related Party
Transactions
The Company is relying on the exemptions from the valuation and
minority shareholder approval requirements of MI 61-101 contained
in sections 5.5(b) and 5.7(1)(a) of MI 61- 101, as the fair
market value of the participation in the Private Placement by
insiders does not exceed 25% of the market capitalization of the
Company, as determined in accordance with MI 61-101. The Company
did not file a material change report in respect of the related
party transaction at least 21 days before the closing of the
Private Placement, which the Company deems reasonable in the
circumstances to complete the Private Placement in an expeditious
manner.
About Horizon Petroleum Ltd.
Calgary-based Horizon is
focused on the appraisal and development of natural gas reserves
and clean energy sources to increase energy independence and
security in Europe. The Management
and Board of Horizon consist of oil & gas, business and finance
professionals with significant international experience.
Neither 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.
This press release contains "forward-looking statements" or
"forward-looking information" (collectively referred to herein as
"forward-looking statements") within the meaning of applicable
securities legislation. Such forward-looking statements include,
without limitation, forecasts, estimates, expectations and
objectives for future operations that are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the
control of Horizon. Forward-looking statements are statements that
are not historical facts and are generally, but not always,
identified by the words "expects", "plans", "anticipates",
"believes", "intends", "estimates", "projects", "potential" and
similar expressions, or that events or conditions "will", "would",
"may", "could" or "should" occur or be achieved. This press release
contains forward-looking statements pertaining to, among other
things the completion of the Offerings and Insider Debt
Transactions and entering into the Concessions and completion of
the transformation process. There is no assurance the
Concession will be granted, or the transformation process will be
completed.
Forward-looking information is based on current expectations,
estimates and projections that involve a number of risks, which
could cause actual results to vary and in some instances to differ
materially from those anticipated by Horizon and described in the
forward-looking information contained in this press
release.
Although Horizon believes that the material factors,
expectations and assumptions expressed in such forward-looking
statements are reasonable based on information available to it on
the date such statements were made, no assurances can be given as
to future results, levels of activity and achievements and such
statements are not guarantees of future performance.
This news release shall not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any state in the United States in which such offer,
solicitation or sale would be unlawful. The securities referred to
herein have not been and will not be registered under the United
States Securities Act of 1933, as amended, and may not be offered
or sold in the United States
absent registration or an applicable exemption from registration
requirements.
SOURCE Horizon Petroleum Ltd.