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Coelacanth Energy Inc. (TSXV: CEI,OTC:CEIEF) (the "Company" or "Coelacanth") is pleased to announce that in conjunction with the previously announced hiring of Jonathon Hanson as VP Engineering, Coelacanth intends to complete a non-brokered private placement offering (the "Offering") to Mr. Hanson of 325,715 units of the Company ("Units"), at a price of $0.70 per Unit, for aggregate gross proceeds of $228,000.50. The Company has also approved the granting of incentive stock options ("Options") under its stock option plan to acquire up to an aggregate of 800,000 Common Shares and to the granting of restricted share units ("RSUs") under its restricted share unit plan to obtain up to an aggregate of 525,000 Common Shares to Mr. Hanson.
Each Unit in the Offering consists of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.71 per share for a period of sixty (60) months after closing of the Offering.
The Offering is considered a related party transaction within the meaning of TSX Venture Exchange (the "TSXV") Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The board of directors of the Company (the "Board") has determined that the Offering will be exempt from the requirement for a formal valuation under MI 61-101 pursuant to the exemptions in subsections 5.5(a) of MI 61-101 and that the Offering will be exempt from the requirement for minority shareholder approval under MI 61-101 pursuant to the exemptions in subsections 5.7(1)(a) of MI 61-101. The Offering has been unanimously approved by the members of the Board.
The Company intends to use the proceeds from the Offering for general corporate purposes.
The Offering is subject to all necessary regulatory and stock exchange approvals, including but not limited to approval of the TSXV. The securities issued pursuant to the Offering will be offered and sold on a private placement basis pursuant to exemptions from the prospectus requirements under applicable Canadian securities legislation, including National Instrument 45-106 - Prospectus Exemptions. The securities issued pursuant to the Offering are subject to a four month and one day hold period from the date of the closing of the Offering, in accordance with applicable Canadian securities laws.
The Options are exercisable for a period of five years at an exercise price of $0.70 per Common Share, with 33⅓% of the Options vesting on the first anniversary of the grant date and 33⅓% vesting on each of the second and third anniversaries thereafter. The RSUs vest over a three-year period at no additional cost, with 33⅓% of the RSUs vesting on each of the first, second and third anniversaries of the grant date, and will be settled in Common Shares upon vesting.
Following the grant of Options and RSUs, Coelacanth has an aggregate of 23,772,331 Options and 7,743,665 RSUs outstanding. Coelacanth's share-based incentive plans limit the total number of Common Shares underlying the aggregate outstanding Options and RSUs to no more than 10% of the issued and outstanding Common Shares of 633,920,913. As of the date of this press release, the total number of Common Shares underlying the outstanding Options and RSUs on an aggregate basis is 31,515,996 or approximately 5.0% of the issued and outstanding Common Shares.
Forward-Looking Information
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", "may", "will", "should", "believe", "intends", "forecast", "plans", "guidance" and similar expressions are intended to identify forward-looking statements or information.
More particularly and without limitation, this document contains forward-looking statements and information relating to the anticipated closing of the Offering and the timing thereof, the anticipated subscribers in the Offering, and the anticipated use of proceeds from the Offering. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions relating to prevailing commodity prices and exchange rates, applicable royalty rates and tax laws, future well production rates, the performance of existing wells, the success of drilling new wells, the availability of capital to undertake planned activities, the availability and cost of labour and services, the receipt of all necessary approvals (including the approval of the TSXV), and completion of the subscription by the anticipated subscriber.
Although the Company believes that the expectations reflected in such forward-looking statements and information are reasonable, it can give no assurance that such expectations will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to: the risk that the Offering may not close, including due to the failure to obtain required regulatory approvals or the subscriber not completing the subscription; and the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production, delays or changes in plans with respect to exploration or development projects or capital expenditures, the uncertainty of estimates and projections relating to production rates, costs and expenses, commodity price and exchange rate fluctuations, marketing and transportation, environmental risks, competition, the ability to access sufficient capital from internal and external sources and changes in tax, royalty and environmental legislation. The forward-looking statements and information contained in this document are made as of the date hereof for the purpose of providing the readers with the Company's expectations for the coming year. The forward-looking statements and information may not be appropriate for other purposes. 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.
For further information, please contact:
Coelacanth Energy Inc.
Suite 2110, 530 - 8th Avenue SW
Calgary, Alberta T2P 3S8
Phone: (403) 705-4525
www.coelacanth.ca
Mr. Robert J. Zakresky
President and Chief Executive Officer
Mr. Nolan Chicoine
Vice President, Finance and Chief Financial Officer
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 release.
THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/315145
