CALGARY, AB – PetroFrontier Corp. (“PetroFrontier” or the “Corporation”) (TSXV:PFC) is pleased to announce the following:
Private Placement
PetroFrontier has completed a non-brokered private placement for aggregate gross proceeds of $408,000 (the “Private Placement“) whereby the Company issued an aggregate of 10,200,000 common shares (“Common Shares“) from its treasury at a price of $0.04 per Common Share. Based on the gross proceeds of the Private Placement, the use of proceeds will be as follows: (i) $150,000 for field reactivations and (ii) $258,000 for general corporate purposes including the costs of the Private Placement.
Pursuant to applicable securities laws, the Common Shares are subject to a hold period of four months plus one day following the date of their issuance. While conditional approval has been obtained from the TSX Venture Exchange (“TSXV“), the Private Placement remains subject to final approval of the TSXV.
PetroFrontier paid no cash commissions pursuant to the Private Placement.
Related Party Participation in the Private Placement
Insiders subscribed for 6,450,000 of the Common Shares in the Private Placement for a total of 63.24% of the Private Placement. As insiders of PetroFrontier participated in the Private Placement, it is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“MI 61-101“).
Neither the Corporation, nor to the knowledge of the Corporation after reasonable inquiry, a related party, has knowledge of any material information concerning the Corporation or its securities that has not been generally disclosed.
The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7 (1)(b)) as it was a distribution of securities for cash and neither the fair market value of the Common Shares distributed to, nor the consideration received from, interested parties exceeded $2,500,000.
The Corporation did not file a material change report more than 21 days before the expected closing of the Private Placement because the details of the participation therein by related parties of the Corporation were not settled until shortly prior to the closing of the Private Placement and the Corporation wished to close on a expedited basis for business reasons.
About PetroFrontier Corp.
PetroFrontier is a junior energy company currently focused on developing two Mannville heavy oil plays in the Cold Lake and Wabasca areas of Alberta.
PetroFrontier’s head office is in Calgary, Alberta and its Common Shares are listed for trading on the Exchange under the symbol “PFC”.