VANCOUVER, Nov. 4, 2015 /CNW/ - Renaissance Oil Corp.
("Renaissance" or the "Company") (TSX-V: ROE) is
pleased to announce closing of the balance of the successful
oversubscribed private placement between the Company and Haywood
Securities Inc. (the "Agent"), for 45,865,000 units
("Units") at a price of C$0.10
per Unit, for gross proceeds of approximately C$4.6 million (the "Offering"). Pursuant
to both the first and second tranches and including the
non-brokered portion of the private placement, Renaissance has
raised a total of C$10,689,000.
Each Unit consists of one common share of the Company and one
common share purchase warrant (a "Warrant"). Each
Warrant entitles the holder thereof to acquire one common share of
the Company at an exercise price of C$0.20 until October 6,
2020. The Warrants were issued pursuant to, and are governed
by, a warrant indenture between the Company and Computershare Trust
Company of Canada dated
October 6, 2015, as supplemented by
the first supplemental warrant indenture dated November 4, 2015. The Company intends to apply to
the TSX Venture Exchange upon expiry of the hold period for the
listing of the Warrants. Pursuant to the first and second tranche
of the private placement, there will be a total of 106,890,000
Warrants with an expiry date of October 6,
2020.
Pursuant to the Agency Agreement, as compensation for services
rendered in connection with the Offering, the Agent received a cash
commission equal to 6% of the gross proceeds of the brokered
portion of the Offering, excluding proceeds identified and
delivered by management or the board of directors of the Company of
the brokered portion of the Offering which were subjected to a 3%
cash commission.
The net proceeds of the Offering will be used to aid in the
Company's ongoing efforts in securing oil and gas rights in
Mexico, to fund capital
expenditures and for general corporate purposes.
The securities issued under the second tranche of the Offering,
including any common shares issued on exercise of the Warrants, are
subject to a hold period of four months plus one day from the date
of issuance, expiring on March 5,
2016.
The Company has been advised that Clearview Capital Limited
("Clearview") acquired
ownership and control over 13,000,000 common shares, representing
8.44% of the issued and outstanding common shares of the Company
and 13,000,000 Warrants. In the event that Clearview exercised the Warrants in full,
Clearview would own and control a
total of 26,000,000 Shares of the Company representing 15.56% of
the then-issued and outstanding common shares of the Company on a
partially diluted basis assuming no other common shares of the
Company are issued.
Clearview acquired the
securities for investment purposes and has no present intention to
acquire further securities of the Company, although they may in the
future acquire or dispose of securities of the Company through the
market, privately or otherwise, as circumstances or market
conditions warrant.
A copy of the Early Warning report filed by Clearview in connection with the acquisition
is available on the Company's SEDAR profile.
RENAISSANCE OIL CORP.
Per:
Craig Steinke
Chief Executive Officer
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain "forward-looking statements"
within the meaning of Canadian securities legislation, including,
without limitation, statements with respect to the expected listing
of the Warrants; and the anticipated use of the net proceeds of the
Offering. Forward-looking statements are statements that are not
historical facts which address events, results, outcomes or
developments that the Company expects to occur; they are generally,
but not always, identified by the words "expects", "plans",
"anticipates", "believes", "intends", "estimates", "projects",
"aims", "potential", "goal", "objective", "prospective", and
similar expressions, or that events or conditions "will", "would",
"may", "can", "could" or "should" occur. Forward-looking statements
are based on the beliefs, estimates and opinions of the Company's
management on the date the statements are made and they involve a
number of risks and uncertainties. Certain material assumptions
regarding such forward-looking statements are discussed in this
news release and the Company's annual and quarterly management's
discussion and analysis filed at www.sedar.com. Except as required
by the securities disclosure laws and regulations applicable to the
Company, the Company undertakes no obligation to update these
forward-looking statements if management's beliefs, estimates or
opinions, or other factors, should change.
Neither the TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release.
The securities offered have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or any U.S. state securities laws, and may
not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons
(as defined under the U.S. Securities Act) absent registration or
any applicable exemption from the registration requirements of the
U.S. Securities Act and applicable U.S. state securities laws. This
news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale
of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
SOURCE Renaissance Oil Corp.