Razor Energy Corp.
(“
Razor”
or the
“
Company”)
(TSXV: RZE) is pleased to announce today that it will be entering
into subscription agreements with Alberta Investment Management
Corporation (“
AIMCo”), on behalf of certain of its
clients, and certain members of management to purchase common
shares of Razor (each, a “
Razor Share”) for a
subscription price of $0.84 per Razor Share (the “
Issue
Price”). AIMCo will subscribe for and agree to purchase
2,200,000 Razor Shares with aggregate proceeds of $1,848,000 (the
“
AIMCo Subscription”). Certain members of
management will collectively subscribe for 50,000 Razor Shares at
the Issue Price for proceeds of $42,000 (the “
Management
Subscription”). In addition to the AIMCo Subscription and
Management Subscription, the Company also anticipates offering, on
a best efforts basis, up to an additional 369,047 Razor Shares for
additional proceeds of up to $310,000 (the “
Best Efforts
Offering” and collectively, with the AIMCo Subscription
and Management Subscription, the “
Private
Placement”). The gross proceeds of the Private Placement
are anticipated to be up to $2,200,000 (the “
Maximum Gross
Proceeds”).
Prior to giving effect to the Private Placement,
AIMCo beneficially owns, controls or directs 2,412,728 Razor
Shares, representing approximately 11.5% of the issued and
outstanding Razor Shares. After giving effect to the AIMCo
Subscription and Management Subscription, AIMCo will beneficially
own, control or direct 4,612,728 Razor Shares, representing
approximately 19.8% of the issued and outstanding Razor Shares. If
the Best Efforts Offering is fully subscribed and the Company
realizes the Maximum Gross Proceeds, AIMCo will, upon completion of
the Private Placement, own, control or direct Razor Shares
representing approximately 19.5% of the issued and outstanding
Razor Shares. The AIMCo Subscription will be considered to be a
related party transaction within the meaning of TSXV Policy 5.9 and
Multilateral Instrument 61-101 (“MI 61-101”). The
Company intends to rely on exemptions from the valuation and
minority shareholder approval requirements of MI 61-101 contained
in Sections 5.5(a) and 5.7(a) in respect of the AIMCo
Subscription.
There are no finder’s fees or commission on the
AIMCo Subscription or Management Subscription, but the Company may
pay certain finder’s fees on the Best Efforts Offering portion of
the Private Placement which are not anticipated to exceed 7% of the
proceeds from the Best Efforts Offering. The proceeds of the
Private Placement will be used by Razor to continue its well
reactivation program and for general corporate purposes. The Razor
Shares to be issued in connection with the completion of the
Private Placement will be subject to a hold period of four months
and a day from the date of issuance.
Closing of the Private Placement is expected to
occur in October 2021 subject to approval by the TSX Venture
Exchange.
About RazorRazor is a publicly
traded junior oil and gas development and production company
headquartered in Calgary, Alberta, concentrated on acquiring, and
subsequently enhancing, and producing oil and gas from properties
primarily in Alberta. The Company is led by experienced management
and a strong, committed Board of Directors, with a long-term vision
of growth focused on efficiency and cost control in all areas of
the business. Razor currently trades on TSX Venture Exchange under
the ticker
“RZE.V”.www.razor-energy.com
About AIMCoAIMCo is one of
Canada’s largest and most diversified institutional investment
managers with more than C$120 billion of assets under management.
AIMCo was established on January 1, 2008 with a mandate to provide
superior long-term investment results for its clients. AIMCo
operates at arms-length from the Government of Alberta and invests
globally on behalf of 33 pension, endowment and government funds in
the Province of Alberta. AIMCo’s head office is located in
Edmonton, Alberta, with additional offices located in Toronto,
London, and Luxembourg.www.aimco.ca
For additional information please contact:
Doug Bailey |
Kevin Braun |
President and Chief Executive
Officer |
Chief Financial Officer |
Razor Energy Corp.800, 500-5th
Ave SW Calgary, Alberta T2P 3L5Telephone: (403) 262-0242 |
|
READER ADVISORIES
FORWARD-LOOKING STATEMENTS: This press release
may contain certain statements that may be deemed to be
forward-looking statements. Such statements relate to possible
future events, including, but not limited to, the closing of the
Private Placement, the amount of proceeds raised as part of the
Best Efforts Offering and the use of proceeds of the Private
Placement. All statements other than statements of historical fact
may be forward-looking statements. Forward-looking statements are
often, but not always, identified by the use of words such as
“anticipate”, “believe”, "expect", “plan”, “estimate”, “potential”,
“will”, “should”, “continue”, “may”, “objective” and similar
expressions. The forward-looking statements are based on certain
key expectations and assumptions made by the Company, including but
not limited to expectations and assumptions concerning the
availability of capital, current legislation, receipt of required
regulatory approvals, the timely performance by third-parties of
contractual obligation, the success of future drilling and
development activities, the performance of existing wells, the
performance of new wells, the Company’s growth strategy, general
economic conditions, availability of required equipment and
services, prevailing commodity prices, price volatility, price
differentials and the actual prices received for the Company's
products. Although the Company believes that the expectations and
assumptions on which the forward-looking statements are based are
reasonable, undue reliance should not be placed on the
forward-looking statements because the Company can give no
assurance that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated
due to a number of factors and risks. These include, but are not
limited to, risks associated with the oil and gas industry and
geothermal electricity projects in general (e.g., operational risks
in development, exploration and production; delays or changes in
plans with respect to exploration or development projects or
capital expenditures; variability in geothermal resources; as the
uncertainty of reserve estimates; the uncertainty of estimates and
projections relating to production, costs and expenses, and health,
safety and environmental risks), electricity and commodity price
and exchange rate fluctuations, changes in legislation affecting
the oil and gas and geothermal industries and uncertainties
resulting from potential delays or changes in plans with respect to
exploration or development projects or capital expenditures. In
addition, the Company cautions that COVID-19 may continue to have a
material adverse effect on global economic activity and worldwide
demand for certain commodities, including crude oil, natural gas
and NGL, and may continue to result in volatility and disruption to
global supply chains, operations, mobility of people and the
financial markets, which could continue to affect commodity prices,
interest rates, credit ratings, credit risk, inflation, business,
financial conditions, results of operations and other factors
relevant to the Company. The duration of the current commodity
price volatility is uncertain. Please refer to the risk factors
identified in the annual information form and management discussion
and analysis of the Company which are available on SEDAR at
www.sedar.com. The forward-looking statements contained in this
press release are made as of the date hereof and the Company
undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so 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.
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