CALGARY, Dec. 19, 2019 /CNW/ - Return Energy Inc. ("Return" or the "Company") (RTN: TSXV) is pleased to announce that it has completed its previously announced non-brokered private placement for aggregate gross proceeds of $25.0 million (the "Private Placement") and appointed a new management team (the "New Management Team") and new board of directors (the "New Board") of the Company (collectively, the "Transaction"). Following the Transaction, the Company's name will be changed to "Spartan Delta Corp." (the "Name Change").
Pursuant to the Private Placement, the Company issued an aggregate of 1,620,350,000 units ("Units") and 879,650,000 common shares ("Common Shares") in the capital of the Company at a price of $0.01 per Unit and Common Share, as applicable, for gross proceeds of $25.0 million. The Private Placement generated significant demand from investors who provided indications materially in excess of $25.0 million. Proceeds from the Private Placement will be used to fund additional working capital and possible acquisition opportunities.
Each Unit was comprised of one Common Share and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.01 (the "Exercise Price") for a period of five years. The Warrants will vest and become exercisable in accordance with the terms set forth in the press release of the Company dated November 21, 2019.
Pursuant to applicable securities laws, all securities issued pursuant to the Private Placement are subject to a hold period of four months plus one day following the date of issuance of such securities. The Company has received the written consent of a majority of its shareholders to complete the Transaction. The Private Placement remains subject to the final approval of the TSX Venture Exchange (the "TSXV").
New Management Team
The New Management Team was appointed concurrently with the completion of the Private Placement, which is led by Richard F. McHardy as Executive Chairman and Fotis Kalantzis as President and Chief Executive Officer and includes Geri Greenall as Chief Financial Officer, Thanos Natras as Vice President, Exploration, Craig Martin as Vice President, Operations, Mark Hodgson as Vice President, Corporate Development, Brendan Paton as Manager, Engineering and Ashley Hohm as Controller. The New Board is comprised of Richard F. McHardy, Fotis Kalantzis, Don Archibald, Reginald Greenslade, Kevin Overstrom and Tamara MacDonald. Sanjib (Sony) Gill, a partner in the Calgary office of the national law firm Stikeman Elliott LLP, has been appointed as Corporate Secretary.
The New Management Team expects to focus on predominantly light oil opportunities in Western Canada, growing through a targeted acquisition and consolidation strategy complemented by development and exploration drilling. The recapitalized corporate structure will allow for the exploitation of more than 30 high-quality drilling locations targeting Upper Charlie Lake dolomitic siltstones in Rycroft, and the further expansion of Return's opportunity suite through internally generated prospects and strategic acquisitions. The New Management Team is actively evaluating numerous acquisition opportunities.
Return Energy Inc. is a Calgary, Alberta based company engaged in oil and gas exploration and development. The Common Shares are listed on the TSXV under the trading symbol "RTN".
Forward-Looking and Cautionary Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning: the use of proceeds from the Private Placement; final approval of the TSXV in respect of the Private Placement; the completion of the Name Change; and the business plan of the Company.
The forward-looking statements and information are based on certain key expectations and assumptions made by Return, including expectations and assumptions concerning TSXV and regulatory approvals, shareholder approvals, the use of proceeds from the Private Placement and the ability of the New Management Team to implement the corporate strategy of the recapitalized Company. Although Return believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Return can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, the parties being unable to obtain the required TSXV approvals, fluctuations in commodity prices, changes in industry regulations and political landscape both domestically and abroad, foreign exchange or interest rates, stock market volatility, the availability of assets and corporate acquisitions meeting the New Management Team's acquisition criteria, the retention of key management and employees and obtaining required approvals of regulatory authorities. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Return undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
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 Return Energy
For further information: Return Energy Inc., 202, 1201 - 5th Street S.W., Calgary, Alberta T2R 0Y6, [email protected]