CALGARY, Alberta, Oct. 15, 2018 (GLOBE NEWSWIRE) — 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.