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CALGARY, Dec. 28, 2017 /CNW/ - Further to the press
release of December 21, 2017,
Ironhorse Oil & Gas Inc. (TSX-V:IOG) ("Ironhorse") and
Pond Technologies Inc. ("Pond") are pleased to announce
that, in connection with the previously announced business
combination of Ironhorse and Pond providing for the acquisition of
Ironhorse by Pond by way of a "three-cornered amalgamation" (the
"Transaction"), Pond has closed an equity financing on a
non-brokered private placement basis (the "Interim Private
Placement").
Pursuant to the Interim Private Placement, Pond issued 1,000,000
units at a price of $2.40 per unit
for aggregate gross proceeds of $2,400,000. Each unit is comprised of: (i)
one Pond common share; and (ii) one Pond common share purchase
warrant, which entitles the holder thereof to purchase one Pond
common share at a purchase price of $3.00 and expires 24 months from the date of
issuance. In connection with the Interim Private Placement, a
finder's fee comprised of: (i) a cash fee equal to $96,000, being 4% of the total subscription
amount; and (ii) 80,000 compensation units, being 8% of the units
sold pursuant to the Interim Private Placement, with each such
compensation unit entitling the holder thereof to purchase one unit
at an exercise price of $2.40 per
unit at any time prior to the date that is 24 months from the date
of issuance, is payable by Pond to Industrial Alliance Securities
Inc. and Hampton Securities Limited. Each compensation unit
is comprised of: (i) one Pond common share; and (ii) one Pond
common share purchase warrant, which entitles the holder thereof to
purchase one Pond common share at a purchase price of $3.00 and expires 24 months from the date of
issuance.
Pond intends to use the proceeds from the Interim Private
Placement for general working capital purposes, including for the
purpose of paying down debt.
About Ironhorse and Pond
Ironhorse is a Calgary-based
junior oil and natural gas production company trading on the TSX
Venture Exchange (the "TSXV") under the symbol "IOG".
Ironhorse owns a working interest in a producing oil and gas
property in Alberta.
Located in Markham, Ontario,
and continued under the laws of the province of Ontario, Pond is a private company that has
developed a proprietary system to transform carbon dioxide into
bio-products. Pond works with the cement, steel, oil and gas
and power generation industries to reduce greenhouse gas
emissions. Pond has pilot installations in Ontario and has granted and pending patents in
the USA, Europe, China
and Taiwan and patents pending in
other jurisdictions including Canada.
Pond's platform technology also includes algae superfoods for
the nutraceutical and food additive markets. Pond's productive
system can grow many species of algae, including strains that
produce anti-oxidants, omega-3 fatty acids, and protein for human
and animal consumption.
Reader Advisory
The TSXV conditionally accepted the Transaction on November 16, 2017. Completion of the
Transaction is subject to a number of conditions, including but not
limited to, completion of a concurrent brokered private placement
of subscription receipts (the "Financing") for minimum
aggregate gross proceeds of $6,500,000 and maximum aggregate gross proceeds
of $10,000,000 (not including any
over-allotment option granted to Pond's agents), less the gross
proceeds raised in the Interim Private Placement, subject to
acceptance of the same by the TSXV in its sole discretion,
including confirmation from the TSXV of the satisfaction of the
issuer resulting from the completion of the Transaction of the
minimum working capital listing requirements of the TSXV. There can
be no assurance that the Transaction will be completed as proposed
or at all.
Investors are cautioned that, except as disclosed in the joint
management information circular of Pond and Ironhorse dated
November 17, 2017, including all
addenda thereto, any information released or received with respect
to the proposed Transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of Ironhorse
should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed
Transaction and neither has approved nor disapproved the contents
of this press release.
Forward-Looking Statements
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify forward-looking
information or statements. More particularly and without
limitation, this press release contains forward looking statements
and information concerning the Transaction, the Interim Private
Placement, including the use of proceeds from the Interim Private
Placement, the Financing, the timing and ability of Ironhorse and
Pond to satisfy the other conditions to the completion of the
Transaction and the Financing, and the closing of the Transaction
and the Financing.
The forward-looking statements and information are based on
certain key expectations and assumptions made by Ironhorse and
Pond, including expectations and assumptions concerning Ironhorse,
Pond, the Transaction, the Interim Private Placement, the Financing
and the satisfaction of conditions to the completion of the
Transaction and the Financing. Although Ironhorse and Pond believe
that the expectations and assumptions on which such forward-looking
statements and information are based are reasonable, undue reliance
should not be placed on the forward-looking statements and
information because Ironhorse and Pond can give no assurance that
they will prove to be correct. By its nature, such forward-looking
information is subject to various risks and uncertainties, which
could cause the actual results and expectations to differ
materially from the anticipated results or expectations expressed.
These risks and uncertainties, include, but are not limited to,
risks related to the following: satisfaction of the conditions to
the effectiveness of the Transaction or the Financing may not be
completed as currently proposed or at all; the gross proceeds to be
raised in connection with the Financing; satisfaction or waiver of
all applicable conditions to closing of the Financing and the
Transaction (including the absence of material changes with respect
to the parties and their respective businesses, all as more
particularly set forth in the amalgamation agreement between Pond,
Ironhorse and 2597905 Ontario Inc. dated October 4, 2017, as amended); the anticipated
benefits expected from the Transaction may not being realized;
delays in the timing of the Transaction and the Financing;
fluctuations in general macroeconomic conditions; fluctuations in
securities markets and the market price of Ironhorse shares;
fluctuations in currency markets (such as the Canadian dollar to
United States dollar exchange
rate); change in national and local government, legislation,
taxation, controls, regulations and political or economic
developments; and availability of financing. Readers are
cautioned not to place undue reliance on this forward-looking
information, which is given as of the date hereof, and to not use
such forward-looking information for anything other than its
intended purpose. Neither Ironhorse nor Pond undertake any
obligation to update publicly or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by law.
Neither the TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved of the information contained herein.
SOURCE Ironhorse Oil & Gas Inc.