NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE U.S.
Pulse Oil Corp. (TSX-V:PUL and PUL.WT) (the
“
Company” or “
Pulse”) is pleased
to announce that it intends to complete a private placement (the
“
Strategic Investment”) with certain strategic
investors, whereby the Company will issue an aggregate of such
number of units (the “
Private Placement
Units”) of the Company for expected gross proceeds
of $5,500,000. Each Private Placement Unit will consist of one
Common Share and one-half of one Common Share purchase warrant
(each whole warrant, a “
Private Placement
Warrant”). The issue price of the Strategic
Investment of the Units and the exercise and term of the warrants
will be determined in connection with the public equity offering
also announced today.
In addition to the Strategic Investment, the
Company has filed a preliminary short-form prospectus in connection
with a marketed public offering (the “Offering”)
for gross proceeds of approximately $2.5 million, comprised of (i)
units in the capital of the Company (“Units”),
with each such Unit comprising one common share of the Company
(“Common Shares”) 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; and (ii) 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”).
The Offering will be conducted by Mackie
Research Capital Corporation, as sole bookrunner and sole lead
underwriter (the “Lead Underwriter”), pursuant to
which the Lead Underwriter may syndicate the Offering to a selling
group or sub-underwriters (together with the Lead Underwriter, the
“Underwriters”). The indicative pricing of the
Units and CEE Flow Through Shares is $0.21 per Unit (with each
whole warrant having a strike price of $0.30) and $0.22 per CEE
Flow-Through Share respectively.
Drew Cadenhead, Pulse President and COO
commented, “As the Company continues to benefit from
favourable oil prices, and we continue to receive encouraging
technical results at each phase of our EOR modelling project,
Pulse’s business plan is even more focussed on increasing oil
production. This funding allows us to accelerate our EOR project at
Bigoray, which is expected to result in accelerated and strong cash
flow growth for our Company. We’ll re-invest that cash flow
into further optimisation and reactivations at Bigoray and
additional drilling at Queenstown. We believe the nature and
untapped potential of our Bigoray and Queenstown light oil
producing assets, will advance Pulse’s operations in strength and
size to create value for our shareholders.”
The Company estimates that upon closing of the
Offering and Strategic Investment, Pulse will have sufficient
funding, together with its existing cash flows, 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.
In connection with subscriptions for CEE
Flow-Through Shares, the Company will covenant to incur and
renounce to subscribing purchasers "Canadian exploration expenses"
within the meaning of the Tax Act in an amount equal to the
aggregate purchase price of the CEE Flow-Through Shares.
The Company will also grant the Underwriter 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 and 15% in CEE Flow-Through Shares on the same terms and
conditions of the Offering, exercisable in whole or in part.
Private Placement Units issued pursuant to the
Strategic Investment will be subject to a hold period of four
months and one day from the Closing Date. The Strategic Investment
will be subject to approval by the TSX Venture Exchange.
The Offering is being made pursuant to a
short-form prospectus filed in each of 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 Common Shares 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 Company will use commercial reasonable
efforts to obtain the necessary approvals to list the CEE
Flow-Through Shares, the Common Shares, Warrants, and the Warrant
Shares issuable on the exercise of Warrants, on the TSX Venture
Exchange.
The Offering and Strategic Investment is
scheduled to close in 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”).
Until such time as an underwriting agreement is entered into, the
Underwriters are under no obligation to underwrite, sell or
purchase any securities of the Company or to enter into any such
transaction.
Mackie Research Capital Corporation is also
acting as a strategic advisor to the company.
New Addition to the Board of
Directors
Pulse also announces that upon the closing of
the Strategic Investment, it will add one new member to its board
of directors, Daniel Bolstad. Daniel is a lawyer, and an
investor in Pulse, having participated in Pulse’s initial public
financing in June 2017 and also as a participant in the Strategic
Investment.
Pulse CEO, Garth Johnson commented,
“Daniel will enhance our board by bringing an entrepreneurial
and legal mind set and personal energy that aligns well with
Pulse’s current board and executive team. The current board of
Pulse is looking forward to working with Daniel to expedite our
plans for the Bigoray EOR project and begin a very exciting
drilling program at Queenstown.”
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 SECURITIES ACT OF 1933 (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.
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