Razor Energy Corp. ("Razor”) (TSXV: RZE) in conjunction with FutEra
Power Corp. (“FutEra”), a wholly owned subsidiary of Razor, is
pleased to announce that it is offering rights (the “Rights
Offering”) to eligible holders of its common shares (the “Common
Shares”) of record at the close of business on April 7, 2022 (the
“Record Date”).
Pursuant to the Rights Offering, each holder of
Common Shares resident in a province or territory in Canada (the
“Eligible Jurisdictions”) will receive one right (a “Right”) for
each 1 Common Share held. Each whole Right will entitle the holder
to subscribe for 0.0841016 of a Common Share. As a result, holders
of Common Shares will need to exercise 11.8903796 Rights to acquire
one Common Share. A holder of Rights must pay $2.55 to purchase one
Common Share. No fractional Common Shares will be issued and, where
the exercise of Rights would otherwise entitle the holder of Rights
to fractional Common Shares, the holder’s entitlement will be
reduced to the next lowest whole number of Common Shares and no
cash or other consideration will be paid in lieu thereof.
Razor expects to raise gross proceeds of up to
$5 million from the Rights Offering and intends to use the proceeds
to fund certain eligible expenses yet to be incurred for our
current 21 MW geothermal/natural gas power project, and eligible
expenses on various early stage power projects including additional
geothermal initiatives. The expected closing date of the Rights
Offering is May 9, 2022.
The Common Shares issued as a result of the
Rights Offering will be issued on a “flow-through” basis in respect
of Canadian renewable and conservation expense (“CRCE”) within the
meaning of the Income Tax Act (Canada). CRCE receives tax treatment
similar to that of Canadian exploration expense under Section 66 of
the Income Tax Act (Canada), but is a distinct category for fully
deductible expenditures relating to the start-up of renewable
energy and energy conservation projects. Upon issuing the Common
Shares to shareholders of Razor at the closing of the Rights
Offering, Razor will renounce 100% of the to-be-incurred eligible
expenses to the Rights Offering subscribers which can be deducted
from ordinary income in calculating the subscriber’s liability for
income tax. Razor and its subsidiaries are then committed to incur
an amount of eligible expenses equal to the Rights Offering
proceeds prior to December 31, 2023.
The Rights will trade on the TSX Venture
Exchange ("TSXV") under the symbol RZE.RT commencing on April 6,
2022. Common Shares purchased on or following the Record Date will
not be entitled to receive Rights under the Rights Offering. The
Rights Offering expires at 5:00 p.m. (Calgary time) (the "Expiry
Time") on May 6, 2022. Rights are exercisable until the Expiry
Time, after which time unexercised Rights will be void and of no
value.
Directors and officers of Razor, have indicated
their intention to exercise some or all of their Rights, subject to
market conditions.
The Rights Offering includes an additional
subscription privilege under which eligible holders of Rights who
fully exercise their Rights will be entitled to subscribe for
additional Common Shares, if available, that are not otherwise
subscribed for in the Rights Offering.
There are currently 23,314,466 Common Shares
outstanding. An aggregate of 23,314,466 Rights are expected to be
issued to subscribe for up to 1,960,784 Common Shares pursuant to
the Rights Offering. The final number of Rights to be issued will
depend on the actual number of issued and outstanding Common Shares
on the Record Date. Following completion of the Rights Offering and
assuming the exercise of all Rights, Razor expects that there will
be approximately 25,275,250 Common Shares outstanding.
Alberta Investment Management Corporation, which
currently holds approximately 19.78% of Razor’s issued and
outstanding Common Shares, has indicated that it does not intend to
participate in the Rights Offering. Razor does not anticipate that
any holder will hold more than 20% of the issued and outstanding
Common Shares on closing of the Rights Offering.
The Rights Offering will be conducted only in
the Eligible Jurisdictions. Accordingly, and subject to the
detailed provisions of Razor’s Rights Offering circular (the
“Circular”), Rights will not be delivered to, nor will they be
exercisable by, persons resident outside of the Eligible
Jurisdictions (“Ineligible Holders”), unless an
Ineligible Holder satisfies Razor that their participation in the
Rights Offering is lawful and in compliance with all applicable
securities and other laws, in which case Razor will direct the
depositary and subscription agent, Alliance Trust Company
(“Alliance”), to issue its Rights. After 5:00 p.m. on April 26,
2022 (10 days prior to the Expiry Time), such Rights may be sold on
their behalf by Alliance.
Details of the Rights Offering are set out in
Razor’s Rights Offering notice (the “Notice”) and Circular, which
will be available under Razor’s profile on SEDAR at www.sedar.com.
The Notice and accompanying Rights Certificate and subscription
form (the “Rights Certificate”) and a subscription and renunciation
agreement (the “Subscription Agreement”) will be mailed to each
eligible shareholder of Razor as at the Record Date. To subscribe,
registered shareholders must forward the completed Subscription
Agreement and Rights Certificate together with the applicable funds
to Alliance prior to the Expiry Time. Shareholders who hold their
Common Shares through an intermediary, such as a bank, trust
company, securities dealer or broker, will receive materials and
instructions from their intermediary.
The Rights and the Common Shares issuable upon
exercise of the Rights have not been, and will not be, registered
under the United States Securities Act of 1933, as amended and,
accordingly, the Rights and the Common Shares are not being
publicly offered for sale in the “United States” or to “U.S.
persons” (as such terms are defined in Regulation S under the
United States Securities Act of 1933, as amended). This press
release does not constitute an offer to sell or the solicitation of
an offer to buy the securities in any jurisdiction. There shall be
no sale of the securities in any jurisdiction in which an offer to
sell, a solicitation of an offer to buy or a sale would be
unlawful.
About FutEra
FutEra leverages Alberta’s resource industry
innovation and experience to create transitional power and
sustainable infrastructure solutions to commercial markets and
communities, both in Canada and globally. Currently it is
developing a 21 MW co-produced geothermal and natural gas hybrid
power project in Swan Hills, Alberta.
www.futerapower.com
About Razor
Razor is a publicly traded junior oil and gas
development and production company headquartered in Calgary,
Alberta, concentrated on acquiring, and subsequently enhancing,
producing oil and gas properties primarily in Alberta. Razor 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 TSXV under the ticker "RZE".
www.razor-energy.com
Razor has two active subsidiaries, FutEra and
Blade Energy Services Corp. (“Blade”).
About Blade
Blade Energy Services is a subsidiary of Razor.
Operating in west central Alberta, Blade’s primary services include
fluid hauling, road maintenance, earth works including well site
reclamation and other oilfield services.
www.blade-es.com
For additional information please
contact:
Doug Bailey |
|
Kevin Braun |
President and Chief Executive Officer |
|
Chief Financial Officer |
Razor Energy Corp |
|
FutEra Power Corp |
Executive Director |
|
|
FutEra Power Corp |
|
|
Razor Energy Corp800, 500-5th Ave SWCalgary,
Alberta T2P 3L5Telephone: (403) 262-0242
READER ADVISORIES
FORWARD-LOOKING STATEMENTS:
This press release contains forward-looking statements. More
particularly, this press release contains statements concerning,
but not limited to, Razor’s extension of its term loan facility,
debt financing, related royalty sale, corporate structure and well
reactivation plans. In addition, the use of any of the words
“anticipate”, “believe”, “intend”, “may”, “is”, “will”, “should”,
“expect” and similar expressions are intended to identify
forward-looking statements.
The forward-looking statements are based on
certain key expectations and assumptions made by Razor, including
but not limited to expectations and assumptions concerning the
continued availability of capital, current legislation, receipt of
required regulatory approvals, the timely performance by
third-parties of contractual obligations, the success of
reactivation, drilling and development activities, the performance
of existing wells, the performance of new wells, Razor’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
Razor’s products. Although Razor 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 Razor 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 several
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. Please refer to the
risk factors identified in the annual information form and
management discussion and analysis of Razor which are available on
SEDAR at www.sedar.com.
In addition, the effects, risks and impacts
related to geopolitical risk, including the invasion of Ukraine by
Russia and sanctions enacted against Russia in response to the
ongoing conflict, widespread pandemic outbreaks, including the
coronavirus disease (COVID -19), and any related actions taken by
businesses and governments, ongoing results, commodity prices,
industry conditions and activity levels, currency exchange rates,
financial positions or results are unknown at this time and could
cause Razor’s actual results to differ materially from the
forward-looking statements contained herein.
The forward-looking statements contained in this
press release are made as of the date hereof and Razor 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 press release.
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