CALGARY, Alberta, Oct. 16, 2018 (GLOBE NEWSWIRE) — Pulse Oil Corp. (TSX-V:PUL and PUL.WT) (the “Company” or “Pulse”) is pleased to announce the price and terms of its marketed public offering previously announced on October 15, 2018 (the “Offering”). The Offering will be conducted on an agency basis for the issuance of up to: (i) 14,285,700 units of the Company (“Units”) at a price of $0.21 per Unit; and (ii) 11,363,600 common shares of the Company (“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”) at a price of $0.22 per CEE Flow-Through Share, for combined aggregate gross proceeds to Pulse of up to $5,500,000.
Each Unit shall be comprised of one Common Share 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 at an exercise price of $0.30 per Common Share.
The Offering will be led by Mackie Research Capital Corporation, as sole agent and sole bookrunner. Mackie Research Capital Corporation is also acting as a strategic advisor to the company.
Pulse will file an amended and restated preliminary prospectus in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Nova Scotia to reflect the terms of the Offering.
In addition, as previously announced on October 15, 2018, the Company intends to complete a private placement (the “Strategic Investment”) with certain strategic investors, whereby the Company will issue 26,190,476 units of the Company (the “Private PlacementUnits”) at the same issue price as the Units for expected gross proceeds of $5,500,000, which, when combined with the Offering amounts to aggregate gross proceeds of up to $11,000,000. Each Private Placement Unit will consist of one Common Share and one-half of one Common Share purchase warrant with the same exercise price and term as the Warrants. The combined proceeds from the Offering and the Private Placement shall be up to $11,000,000.
The Company has also granted the Agent 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 on the same terms and conditions of the Offering, exercisable in whole or in part.
The net proceeds received by the Company from the Offering and the Strategic Investment, are specifically intended to be used by the Company 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.
For each CEE Flow-Through Share, the Company has covenanted to incur and renounce to the subscriber, effective for the fiscal year ended December 31, 2018, qualifying “Canadian exploration expenses”, within the meaning of the Income Tax Act (Canada), in an amount equal to the purchase price of the CEE Flow-Through Share.
The Offering is being made pursuant to a short-form prospectus filed in 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 securities issued and issuable pursuant to the Offering 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 Offering and Strategic Investment is scheduled to close 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”).
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 Common Shares issuable on the exercise of Warrants, on the TSX Venture Exchange.
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.