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CALGARY,
AB, Feb. 2, 2023 /CNW/ - Horizon Petroleum
Ltd. ("Horizon" or the "Company") (TSXV: HPL.H) is
pleased to announce that the first tranche private placement of
Units announced on January 12, 2023,
("Private Placement") has now closed.
The Company issued 7,850,000 Units at a price of CAD$0.08, for gross proceeds of CAD$628,000.
The Units comprised: (i) one common share in the capital of the
Company ("Common Share"), and (ii) one transferable share
purchase warrant entitling the holder thereof to acquire one
Common Share at a price of CAD$0.16
("Warrant") per share (collectively the "Warrants"). The rights
under the Warrants will last for a period of 12 months following
the closing date.
The Private Placement remains subject to TSX Venture Exchange
final acceptance.
Horizon paid a finder's fees of $2,000 cash to Research Capital Corporation and
341,250 convertible securities to Five Talents Investments LLC.
The convertible securities allow the holder to acquire Units at a
price of $0.08 for a period of 12
months.
The proposed use of proceeds of the Private Placement are for a
loan to the target company of $250,000 and for transaction costs and for
working capital purposes. Particulars of the transaction are
contained in the news release dated January
12, 2023.
Insider Participation
Insider (and entities controlled by insiders) participated in
the placement for a total of approximately CAD$149,000. A
portion of the Private Placement constituted a related party
transaction within the meaning of TSX Venture Exchange Policy 5.9
and Multilateral Instrument 61-101 ("MI 61-101") as certain
insiders of the Company subscribed for an aggregate of 1,862,500
Units pursuant to the Private Placement. The Company is relying on
the exemptions from the valuation and minority shareholder
approval requirements of MI 61-101 contained in sections 5.5(b) and
5.7(1)(a) of MI 61- 101, as the fair market value of the
participation in the Private Placement by insiders does not exceed
25% of the market capitalization of the Company, as determined in
accordance with MI 61-101. The Company did not file a material
change report in respect of the related party transaction at least
21 days before the closing of the Private Placement, which the
Company deems reasonable in the circumstances in order to complete
the Private Placement in an expeditious manner.
All securities issued in connection with the Private Placement
will not be able to be traded in Canada, or through the facilities of the TSX
Venture Exchange, for a period of four months and one day from
the date of closing.
We expect to close on the second tranche of the private
placement, 3,400,000 Units for gross proceeds of $272,000, shortly.
Completion of the transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and
if applicable, disinterested shareholder approval. Where
applicable, the transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of Horizon should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon
the merits of the proposed transaction and has neither approved nor
disapproved the contents of this news release.
Certain information in this press release may contain
forward-looking statements. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. The Company assumes no obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to the Company. Additional information identifying risks
and uncertainties is contained in the Company's filings with the
Canadian securities regulators, which filings are available at
www.sedar.com.
The TSX-V has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release.
Neither the TSX-V nor its Regulation Services Provider (as
that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this press
release.
SOURCE Horizon Petroleum Ltd.