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CALGARY, Nov. 13, 2018 /CNW/ - Pulse Oil Corp. (TSX-V:PUL and PUL.WT) (the "Company" or "Pulse") is pleased to announce that it has filed a final short form prospectus in connection with the offering (the "Offering") of up to 11,363,600 flow-through common shares of the Corporation ("FT Shares") at a price of C$0.22 per FT Share (the "FT Price") and up to 14,285,700 units of the Corporation ("Units" together with the FT Shares, the "Offered Securities") at a price of C$0.21 per Unit (the "Unit Price" and together with the FT Price, the "Offering Price") for aggregate proceeds of up to C$5,499,989. The aggregate gross proceeds raised under the Offering combined with the Strategic Investment (as described below) totals approximately $10,999,990.11, prior to the exercise of the Over-Allotment Option.
Each Unit will be comprised of one common share in the capital of the Corporation (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"), and each FT Share will be comprised of one common share to be issued on a "flow-through" basis within the meaning of the Income Tax Act (Canada). Each Warrant shall entitle the holder thereof to acquire one Common Share (each, a "Warrant Share") at an exercise price of C$0.30 per Warrant Share for a period of 24 months following the closing of the Offering.
The Offering is being undertaken pursuant to the terms and conditions of an agency agreement dated October 15, 2018 between the Company and Mackie Research Capital Corporation as sole agent and sole bookrunner (the "Agent"). In addition, the Company has granted the Agent an option ("Over-Allotment Option") to purchase up to an additional 2,142,855 Units at the Unit Price to cover over-allotments, if any. The Over-Allotment Option shall be exercisable by the Agent, in whole or in part, at any time up to 30 days following the closing date.
It is expected that closing of the Offering will occur on or about November 20, 2018, or such other date or dates as the Company and the Agent may agree.
The Company intends to use the net proceeds of the Offering to continue to reactivate previously suspended oil wells in the Bigoray area, improve infrastructure in the Bigoray field, continue onto the next phase of the EOR project that started earlier this year and to drill two wells targeting oil in the Queenstown area within the Glauconite lithic channel facies.
In addition, as previously announced on October 16, 2018, the Company will complete a non-brokered private placement with certain strategic investors (the "Strategic Investment") to close concurrently with the Offering. The Company has increased the size of the strategic investment, to reflect a change in price, to 26,714,285 units of the Company (the "Private Placement Units") at a price of approximately $0.2058 per Unit for aggregate gross proceeds of $5,500,001.11.
Each Private Placement Unit is comprised of one Common Share and one-half of one Common Share purchase Warrant. Each Warrant shall entitle the holder thereof to acquire one Warrant, at an exercise price of C$0.30, for a period of 24 months following the closing of Strategic Investment. An investment fee of the number of Private Placement Units that is equal to 7% of the gross proceeds raised in the Private Placement may be paid to certain subscribers upon the closing of the Private Placement.
Mackie Research Capital Corporation is also acting as a strategic advisor to the Company.
The Common Shares and Warrants are listed on the TSX Venture Exchange (the "TSXV") under the symbol "PUL" and "PUL.WT" respectively. The TSXV has conditionally approved the listing of the Common Shares, FT Shares, Warrants and Warrant Shares. Listing will be subject to the Company fulfilling all of the requirements of the TSXV.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Offering Units in any jurisdiction in which such offer, solicitation or sale would be unlawful. For more information on the Offering and the Company's intended use of the net proceeds of the Offering, please refer to the Prospectus.
About Pulse Oil Corp.
Pulse is a Canadian company incorporated under the Business Corporations Act (Alberta) and has plans to become a leading oil and gas company. Pulse owns 100% interests in the Bigoray area of Alberta, that include two Nisku oil Pinnacle Reefs as well as 100% interests in producing assets in the Bigoray area of Alberta. Pulse is moving forward to grow production and execute an Enhanced Oil Recovery project to unlock significant value for shareholders through control of approximately 65 net sections of land across the Mannville, Cardium, Pekisko/Shunda, Nisku and Duvernay Shale trends in Western Canada. Pulse will also continue to focus on acquiring affordable, small to medium sized proven oil and gas assets with significant upside. The Company plans to achieve further growth through low‐risk, technically diligent drilling, infrastructure ownership and reserve growth utilizing proven enhanced oil recovery techniques and implementation of technology.
Neither the TSX Venture Exchange, Inc. nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) has neither approved nor disapproved of the contents of this press release.
This press release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. The words "will," "believe," "expect," "anticipate," "plan," "intend," "foresee," "should," "would," "could" or other similar expressions are intended to identify forward‐looking statements, which are generally not historical in nature. Such statements include, without limitation, statements pertaining to the Offering and the Strategic Investment and the anticipated timing thereog and use of proceeds therefrom, as well as the planned operations and anticipated results related to the Bigoray assets, including the anticipated timing to reactivate the wells and Pulse's Queenstown drilling.
The forward‐looking statements are based on management's current expectations and beliefs concerning future developments and their potential effect on the Company based on information currently available to management. While management believes that these forward‐looking statements are reasonable as and when made, there can be no assurance that future developments affecting Pulse will be those anticipated. Forward‐looking information involves known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or events to differ materially from those anticipated in such forward‐looking information. Important factors that could cause actual results to differ materially from those in the forward looking statements include, but are not limited to: the completion of the Offering and the Strategic Investment, respectively and the timing thereof, the volatility of commodity prices, product supply and demand, competition, access to and cost of capital, the assumptions underlying production forecast, the quality of technical data; environmental and weather risks, including the possible impacts of climate change, the ability to obtain environmental and other permits and the timing thereto, government regulation or action, the costs, timing and results of drilling operations; the availability of equipment, services, resources and personnel required to complete the Company's planned operating activities; access to and availability of transportation, processing and refining facilities, acts of war or terrorism; and general economic conditions and other financial, operational and legal risks and uncertainties. The forward‐looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations 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.
THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF THE COMPANY IN THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. THE SECURITIES TO BE OFFERED UNDER THE OFFERING HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE 1933 ACT OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS DEFINED IN REGULATION S UNDER THE 1933 ACT) EXCEPT IN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS.
SOURCE Pulse Oil Corp.