/NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION THROUGH A
U.S. NEWSWIRE SERVICE/
VANCOUVER, March 5, 2018 /CNW/ - Renaissance Oil Corp.
(the "Company") (TSX-V: ROE) is pleased to announce it has closed
its previously announced private placement pursuant to an agency
agreement dated March 5, 2018 (the
"Agency Agreement") between the Company and Haywood Securities Inc.
(the "Lead Agent"), Paradigm Capital Inc., Beacon Securities
Limited and Canaccord Genuity Corp. (together with the Lead Agent,
the "Agents") for 44,555,000 units (the "Units") (including upon
the partial exercise of the agents' option) at a price of
C$0.25 per Unit, for aggregate gross
proceeds of C$11,138,750 (the
"Offering").
Each Unit consists of one common share of the Company and one
common share purchase warrant of the Company (a "Warrant"). Each
Warrant entitles the holder thereof to acquire one common share of
the Company at an exercise price of C$0.50 until March 5,
2021. The Warrants were issued pursuant to, and are governed
by, a warrant indenture between the Company and Computershare Trust
Company of Canada. The Company
intends to apply to the TSX Venture Exchange upon expiry of the
hold period for the listing of the Warrants.
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.
In consideration for their services, the Agents received (a) a
cash commission equal to 6.0% of the gross proceeds of the
Offering, excluding from those subscriptions identified and
delivered by management or the board of directors of the Company,
(b) compensation warrants (the "Compensation Warrants") equal to
6.0% of the Units sold under the brokered portion of the Offering,
and (c) 265,000 Compensation Warrants for corporate finance advice
provided in connection with the Offering. Each Compensation Warrant
will entitle the holder thereof to acquire one Unit at a price of
C$0.25 until March 5, 2020.
Pursuant to Canadian securities laws, any securities issued in
the Offering (including the Compensation Warrants and securities
issued upon exercise of the Compensation Warrants) will be subject
to a hold period expiring on July 6,
2018.
RENAISSANCE OIL CORP.
Per:
Craig Steinke
Chief Executive Officer
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.
Cautionary Note Regarding Forward-Looking
Statements
This news release contains certain
forward-looking information and forward-looking statements within
the meaning of applicable securities legislation (collectively
"forward-looking statements"). Certain information contained herein
constitutes "forward-looking information" under Canadian securities
legislation. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
"expects", "believes", "aims to", "plans to" or "intends to" or
variations of such words and phrases or statements that certain
actions, events or results "will" occur. Such statements include,
without limitation, statements regarding the expected use of
proceeds from the Offering and the intention of the Company to list
the Warrants. Forward-looking statements are based on the opinions
and estimates of management as of the date such statements are made
and they are subject to known and unknown risks, uncertainties and
other factors that may cause the actual results, level of activity,
performance or achievements of the Company to be materially
different from those expressed by such forward-looking statements
or forward-looking information, including the business of the
Company, the speculative nature of mineral exploration and
development, fluctuating commodity prices, competitive risks,
and delay, inability to complete a financing or failure to
receive regulatory approvals. Although management of the Company
has attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking statements or forward-looking information, there
may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance that such
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements and forward looking information. The
Company does not undertake to update any forward-looking statements
or forward-looking information that are incorporated by reference
herein, except as required by applicable securities laws.
Neither the 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 news release.
SOURCE Renaissance Oil Corp.