NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
CALGARY, Alberta, Sept. 26, 2018 (GLOBE NEWSWIRE) — Point Loma Assets Ltd. (TSX-V: PLX) (“Point Loma” or the “Company”) is admiring to advertise that it has entered into an affirmation letter with Mackie Research Basic Corporation (the “Agent”), pursuant to which the Agent has agreed to offer, on a commercially reasonable efforts basis: (i) up to $2,750,000 in units (“the “Units”) of the Aggregation at a bulk of $0.29 per Unit (the “Unit Offering”); and (ii) up to $1,250,000 actor in accepted shares in the basic of the Aggregation (the “Common Shares”) to be issued as “flow‑through shares” aural the acceptation of the Income Tax Act (Canada) (the “Flow-Through Shares”) at a bulk of $0.33 per Flow-Through Share (the “Flow-Through Offering”, and calm with the Unit Offering, the “Offering”). The Offering will be conducted by way of short-form prospectus, and is accepted to aing on or about October 22, 2018 (the “Closing Date”).
Members of the Point Loma lath of admiral and administration aggregation plan to participate in the Offering alongside investors.
Each Unit will abide of one Accepted Share and one Accepted Share acquirement accreditation (“Warrant”) of the Company. Anniversary Accreditation will baptize the holder thereof to acquire, accountable to acclimation in accordance with the acknowledgment administering the Warrants, one Accepted Share (each, a “Warrant Share”) at an exercise bulk of $0.39 per Accreditation Share, at any time above-mentioned to the date that is 24 months afterward the Closing Date. The Warrants will be absolute by a accreditation acknowledgment to be entered into amid Point Loma and Computershare Trust Aggregation of Canada on or afore the Closing Date. The Aggregation will administer to annual the Warrants on the accessories of the TSX Venture Barter (the “TSXV”).
The Aggregation intends to use the net gain of the Offering, including any gain accustomed aloft the exercise of the Over-Allotment Options (as authentic below), for: (i) the conduct of a aerial appulse affairs starting in Q4 2018 focused on unlocking the Corporation’s Banff oil exposure, a Rex (Upper Mannville) oil comedy that was afresh captured (see columnist absolution anachronous September 24, 2018) and/or a new Lower Mannville oil basin to the south of the Company’s absolute oil development; (ii) able ysis expenses; and (iii) accepted accumulated purposes. The Offering is accountable to assertive altitude including, but not bound to, the cancellation of all all-important authoritative and b barter approvals, including the approval of the TSXV.
The Agent has been accepted over-allotment options, exercisable in accomplished or in part, at any time up to 30 canicule afterwards the Closing Date, to action for auction up to an additional: (i) 15% of the Units awash pursuant to the Unit Offering on the aforementioned acceding as declared aloft (the “Unit Over-Allotment Option”); and (ii) 15% of the Flow-Through Shares awash pursuant to the Flow-Through Offering on the aforementioned acceding as declared aloft (the “Flow-Through Over-Allotment Option”, and calm with the Unit Over-Allotment Option, the “Over-Allotment Options”).
The Aggregation has filed a basic short-form announcement with the balance authoritative authorities in anniversary of the Provinces of Canada except Quebec.
Point Loma has provided apprehension of the Offering to Evenergy Aggregation Bound (“Evenergy”) in accordance with the acceding of the broker rights acceding anachronous May 29, 2017 amid Point Loma and Evenergy (the “Investor Rights Agreement”). Beneath the Broker Rights Agreement, Evenergy has the right, through its wholly-owned subsidiary, Loyal Petroleum Corporation, to admission from the Aggregation such cardinal of Accepted Shares as will acquiesce Evenergy to advance its 19.9% buying absorption in the Aggregation afterward achievement of the Offering. Evenergy is a Hong Kong registered company, a accessory of Zhongcheng Group, one of the better a endemic absolute petroleum refinery, oil articles and LPG administration and retail companies in China.
The gain from the affair and auction of the Flow-Through Shares pursuant to the Flow-Through Offering, including any gain accustomed aloft the exercise of the Flow-Through Over-Allotment Option, will be acclimated to admission Canadian ysis costs (“CEE”) as authentic in the Income Tax Act (Canada) and the Aggregation will abdicate to anniversary subscriber, on or afore December 31, 2018, such CEE in an bulk according to the subscriber’s accumulated acquirement bulk beneath the Flow-Through Offering. In the accident that the Aggregation fails to abdicate CEE agnate to the accumulated acquirement bulk of the Flow-Through Offering on or afore December 31, 2018, or if there is a abridgement in such bulk abandoned pursuant to the accoutrement of the Income Tax Act (Canada), the Aggregation shall atone the purchasers for an bulk according to the bulk of any tax payable or that may become tax payable beneath the Income Tax Act (Canada) by the client as a aftereffect of such abortion or reduction.
The balance declared herein accept not been registered beneath the United States Balance Act of 1933, as adapted (the “U.S. Balance Act”), and may not be offered or awash in the United States or to, or for the annual or account of, U.S. Persons (as authentic in Regulation S beneath the U.S. Balance Act) absent allotment or an applicative absolution from the allotment requirements. This account absolution shall not aggregate an action to advertise or a abode of an action to buy nor shall there be any auction of the balance in any administration area such offer, solicitation, or auction would be unlawful.
About Point Loma Assets Ltd.
Point Loma is a accessible oil and gas ysis and development aggregation focused on accepted and anarchistic oil and gas reservoirs in west axial Alberta. The Aggregation controls over 160,000 net acreage (250 net sections) and has a abysmal account of oil opportunities in the Mannville (Upper and Lower), Banff, Nordegg, and Duvernay Shale formations. Point Loma’s business plan is to advance its acquaintance to drill, advance and admission accretive assets with abeyant for accumbent multi-stage frac technology and accomplishment opportunities for accessory recovery. For added information, amuse appointment Point Loma’s website at www.pointloma.ca or Point Loma’s contour on the System for Electronic Document Analysis and Retrieval website at www.sedar.com.
For added information, amuse contact:
Terry MeekPresident and CEOTelephone: (403) 705-5051 ext. [email protected]
Kevin AngusVice President, New VenturesTelephone: (403) 705-5051 ext. [email protected]
Randall BoydVice President Finance and CFOTelephone: (403) 705-5051 ext. [email protected]
A Note Regarding Forward-Looking Information
This columnist absolution contains advanced statements and advanced advice aural the acceptation of applicative balance laws, including after limitation, statements pertaining to Point Loma’s expectations as to the advancing terms, conditions, size, appraisement and closing date of the Offering; approval by the TSXV of the Offering; approval by the TSXV to annual the Warrants; the bulk and use of gain from the Offering; and the focus of Point Loma’s administration aggregation and go-forward strategy. Such advanced statements are based on a cardinal of assumptions, including the adapted cancellation of all adapted authoritative approvals for the Offering, the achievement of added closing altitude pertaining to the Offering, and the business and appraisement of the Offering.
The use of any of the words “will”, “expects”, “believe”, “plans”, “potential”, “intend”, “may”, “believe” and agnate expressions are advised to yze advanced statements or information. Although Point Loma believes that the expectations and assumptions on which such advanced statements and advice are based are reasonable, disproportionate affirmation should not be placed on the advanced statements and advice because Point Loma cannot accord affirmation that they will prove to be correct.
Since advanced statements and advice abode approaching contest and conditions, by their absolute attributes they absorb inherent risks and uncertainties. Absolute after-effects could alter materially from those currently advancing due to a cardinal of factors and risks. These include, but are not bound to: the risks associated with the oil and gas industry in accepted such as operational risks in development, ysis and production; delays or changes in affairs with account to ysis or development projects or basic expenditures; the ambiguity of assets and adeptness estimates; the disability of Point Loma to accompany added assembly on beck or in the advancing quantities appear herein; the ambiguity of estimates and projections apropos to reserves, resources, production, costs and expenses; health, assurance and ecology risks; article bulk and barter amount fluctuations; business and transportation; accident of markets; ecology risks; competition; disability to absorb conduct rigs and added services; incorrect appraisal of the amount of acquisitions; abortion to apprehend the advancing allowances of acquisitions; adeptness to admission acceptable basic from centralized and alien sources; accepted bread-and-er conditions; changes in legislation, including but not bound to tax laws, royalties and ecology regulations; and estimates actuality greater or beneath than absolute assembly from any acquired assets. Administration has included the aloft arbitrary of assumptions and risks accompanying to advanced advice provided in this columnist absolution in adjustment to accommodate aegis holders with a added complete angle on Point Loma’s approaching operations and such advice may not be adapted for added purposes.
The advanced statements and advice independent in this columnist absolution are fabricated as of the date hereof and Point Loma does not undertake any obligation to amend about or alter any advanced statements or information, whether as a aftereffect of new information, approaching contest or otherwise, unless so adapted by applicative balance laws.
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