VANCOUVER, March 6, 2019 /CNW/ - Renaissance Oil Corp.
("Renaissance" or the "Company") (TSX-V: ROE) (OTCQB: RNSFF) is
pleased to announce that it has closed a non-brokered private
placement (the "Offering") of secured convertible debentures in the
aggregate principal amount of C$5
million (the "Debentures").
The Debentures have a term of five years, maturing on
March 6, 2024 (the "Maturity Date")
and bear interest, payable on a quarterly basis at the Company's
option (i) in cash at a rate of 8% per annum; (ii) in kind at a
rate of 10% per annum by the issuance of common shares of the
Company (the "Common Shares") issued at the greater of the 30-day
volume weighted average trading price (the "VWAP") of the Common
Shares on the TSX Venture Exchange (the "TSXV") or the primary
exchange on which the Common Shares are traded, prior to the
issuance date; or (iii) a combination thereof.
The Debentures are convertible at the holder's option into
Common Shares at a price of C$0.25
per Common Share (the "Conversion Price"), being a ratio of 4,000
Common Shares per C$1,000 principal
amount of Debentures.
After March 6, 2021 and until the
Maturity Date, the Company may force the conversion of any or all
of the Debentures at the Conversion Price (a "Company Conversion")
if the 30-day VWAP of the Common Shares on the TSXV or the primary
exchange on which such Common Shares are traded has been at least
C$1.00 for at least 50 of the 60
consecutive trading days immediately preceding the exercise of such
conversion right.
The Debentures are not redeemable before the Maturity Date.
Except in connection with a Company Conversion, the Company may not
prepay all or any part of the Debentures prior to the Maturity Date
without the prior written consent of the holders.
The Offering took place by way of a private placement to
qualified investors in such provinces of Canada where the Offering could lawfully be
made. Pursuant to Canadian securities laws, any securities issued
in the Offering, including the Common Shares issued in payment of
the finder's fee, are subject to a hold period of four months plus
one day from the date of issuance.
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 connection with the Offering, the Company paid a finder's fee
equal to 5% of the aggregate gross proceeds from the Offering,
satisfied by the issuance of Common Shares calculated using the
closing price of the Common Shares on the TSXV on March 4, 2019.
Renaissance continues to make progress on its journey to become
a major Mexican energy producer.
RENAISSANCE OIL CORP.
Per:
Craig Steinke
Chief Executive Officer
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 building a major Mexican
energy producer and the expected use of proceeds from the Offering.
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.