Renaissance Closes C$5 Million Private Placement Of Convertible Debentures

- March 6th, 2019

Renaissance Oil Corp. (“Renaissance” or the “Company”) (TSXV:ROE) (OTC:RNSFF) is pleased to announce that it has closed a non-brokered private placement (the “Offering”) of secured convertible debentures in the aggregate principal amount of C$5 million (the “Debentures”).

Renaissance Oil Corp. (“Renaissance” or the “Company”) (TSXV:ROE) (OTC:RNSFF) is pleased to announce that it has closed a non-brokered private placement (the “Offering”) of secured convertible debentures in the aggregate principal amount of C$5 million (the “Debentures”).

The Debentures have a term of five years, maturing on March 6, 2024 (the “Maturity Date”) and bear interest, payable on a quarterly basis at the Company’s option (i) in cash at a rate of 8% per annum; (ii) in kind at a rate of 10% per annum by the issuance of common shares of the Company (the “Common Shares”) issued at the greater of the 30-day volume weighted average trading price (the “VWAP”) of the Common Shares on the TSX Venture Exchange (the “TSXV”) or the primary exchange on which the Common Shares are traded, prior to the issuance date; or (iii) a combination thereof.

The Debentures are convertible at the holder’s option into Common Shares at a price of C$0.25 per Common Share (the “Conversion Price”), being a ratio of 4,000 Common Shares per C$1,000 principal amount of Debentures.

After March 6, 2021 and until the Maturity Date, the Company may force the conversion of any or all of the Debentures at the Conversion Price (a “Company Conversion”) if the 30-day VWAP of the Common Shares on the TSXV or the primary exchange on which such Common Shares are traded has been at least C$1.00 for at least 50 of the 60 consecutive trading days immediately preceding the exercise of such conversion right.

The Debentures are not redeemable before the Maturity Date. Except in connection with a Company Conversion, the Company may not prepay all or any part of the Debentures prior to the Maturity Date without the prior written consent of the holders.

The Offering took place by way of a private placement to qualified investors in such provinces of Canada where the Offering could lawfully be made. Pursuant to Canadian securities laws, any securities issued in the Offering, including the Common Shares issued in payment of the finder’s fee, are subject to a hold period of four months plus one day from the date of issuance.

The net proceeds of the Offering will be used to aid in the Company’s ongoing efforts in securing oil and gas rights in Mexico, to fund capital expenditures and for general corporate purposes.

In connection with the Offering, the Company paid a finder’s fee equal to 5% of the aggregate gross proceeds from the Offering, satisfied by the issuance of Common Shares calculated using the closing price of the Common Shares on the TSXV on March 4, 2019.

Renaissance continues to make progress on its journey to become a major Mexican energy producer.

RENAISSANCE OIL CORP.

Per:
Craig Steinke
Chief Executive Officer

Cautionary Note Regarding Forward-Looking Statements
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “believes”, “aims to”, “plans to” or “intends to” or variations of such words and phrases or statements that certain actions, events or results “will” occur. Such statements include, without limitation, statements regarding building a major Mexican energy producer and the expected use of proceeds from the Offering. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed by such forward-looking statements or forward-looking information, including the business of the Company, the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks, and delay, inability to complete a financing or failure to receive regulatory approvals. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward looking information. The Company does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as 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 news release.

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