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CALGARY,
AB, Oct. 30, 2024 /CNW/ - Horizon
Petroleum Ltd. (NEX: HPL.H).
Further to its press releases of August
8, 2024, September 18, 2024,
and September 26, 2024, Horizon
Petroleum Ltd. ("Horizon" or the "Company") announces that it has
received TSX Venture Exchange approval to increase the size of its
non-brokered private placement (the "Offering") from $1,000,000 to $1,137,000. The Company has agreed to sell
subscription receipts ("Subscription Receipts") (the "Subscription
Receipt Private Placement") and units ("Units") ("Unit Private
Placement"), in a non-brokered private placement basis at a price
of CA$0.11 (the "Offering"). The Company has previously disclosed a
closing of a first tranche for gross proceeds of $718,324.94 on September
18, 2024. Horizon expects to close the second tranche
shortly.
In connection with the Offering, certain insiders are expected
to purchase Units in the Offering. Each of the insiders is a
related party of Horizon, and as a result, the Offering will be a
related party transaction for purposes of Multilateral Instrument
61-101 – Protection of Minority Shareholders in Special
Transactions ("MI 61-101").
The Company intends to rely on exemptions from the formal
valuation and minority approval requirements of sections 5.5(a) and
5.7(1)(a) of MI 61-101 in respect of such insider participation,
based on a determination that fair market value of the
participation in the Offering by insiders will not exceed 25% of
the market capitalization of Horizon, as determined in accordance
with MI 61-101.
In connection with the Offering, Horizon may pay finder's fees
of up to 7% cash and up to 7% convertible securities, or a
combination of both, as permitted by the policies of the TSX-V. The
net proceeds of the Offering are expected to be used for general
and administrative expenses and for advancing certain concession
fees upon signing the concession agreements for the Bielsko-Biala
and Cieszyn concessions located in southwest Poland.
Completion of the Offering is subject to receipt of all required
regulatory and stock exchange approvals, including the final
approval of the TSX Venture Exchange ("TSX-V").
All securities issued in connection with the Offering are
subject to a hold period of four months and one day.
In addition, the Company announces that it has completed a debt
settlement to settle a total of $345,000 of the Company's debt (the "Debt") with
certain non-arm's length parties (the "Shares for Debt
Settlement"). The Debt payable to directors and officers of the
Company who are Insiders (as such term is defined under the
policies of the TSXV) is an aggregate of $345,000 and the Company will settle the same by
issuing to such parties 3,136,364 common shares at a deemed price
of $0.11 per common share. The
Shares for Debt Settlement was approved by disinterested
shareholders at the shareholder meeting held on October 23, 2024.
All securities issued in connection with the Shares for Debt
Settlement will be subject to a statutory four month hold period in
accordance with applicable securities legislation. Closing of the
Shares for Debt Settlement remains subject to a number of
conditions, including final regulatory approval of the TSXV.
The Company intends to rely on exemptions from the formal
valuation and minority approval requirements of sections 5.5(a)
and 5.7(1)(a) of MI 61-101 in respect of such insider participation
in the Shares for Debt Settlement, based on a determination that
fair market value of the participation by insiders will not exceed
25% of the market capitalization of Horizon, as determined in
accordance with MI 61-101.
About Horizon Petroleum Ltd.
Calgary-based Horizon is
focused on the appraisal and development of natural gas reserves
and clean energy sources to assist the increase in the energy
independence and security in Europe. The Management and Board of Horizon
consist of oil & gas, business and finance professionals with
significant international experience.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This press release contains "forward-looking statements" or
"forward-looking information" (collectively referred to herein as
"forward-looking statements") within the meaning of applicable
securities legislation. Such forward-looking statements include,
without limitation, forecasts, estimates, expectations and
objectives for future operations that are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the
control of Horizon. Forward-looking statements are statements that
are not historical facts and are generally, but not always,
identified by the words "expects", "plans", "anticipates",
"believes", "intends", "estimates", "projects", "potential" and
similar expressions, or that events or conditions "will", "would",
"may", "could" or "should" occur or be achieved. This press release
contains forward-looking statements pertaining to, among other
things, the anticipated use of proceeds, the completion of the
Release Conditions, and the approval of the TSX-V.
Forward-looking information is based on current expectations,
estimates and projections that involve a number of risks, which
could cause actual results to vary and in some instances, to differ
materially from those anticipated by Horizon and described in the
forward-looking information contained in this press
release.
Although Horizon believes that the material factors,
expectations and assumptions expressed in such forward-looking
statements are reasonable based on information available to it on
the date such statements were made, no assurances can be given as
to future results, levels of activity and achievements and such
statements are not guarantees of future performance.
SOURCE Horizon Petroleum Ltd.
