Horizon Petroleum Ltd. (“Horizon” or the “Company”) (TSXV: HPL) announces that, further to its news release dated April 20, 2016, it has amended the terms of its proposed private placement. Prior to completion of the Transaction announced in the April 20, 2016 news release, the Company will complete a private placement for an aggregate of up to 40,000,000 Units at a price of $0.05 per Unit for aggregate proceeds of up to $2,000,000. Each Unit will consist of one common share and one share purchase warrant, with each warrant being exercisable into one common share at a price of $0.075 per share, and good for a term of two years. Subscribers in the Private Placement will include, amongst others, the new management team, board of directors and existing shareholders of Horizon and Iskander Energy Corp. The completion of the Private Placement is expected to occur on or about July 20, 2016. The Horizon Shares issued pursuant to the Private Placement will be subject to a mandatory 4-month hold period. Finder’s fees in the amount of 6% cash and 6% finder’s warrants may be payable on a portion of the Private Placement.
In all other aspects, the information provided in the Company’s news release dated April 20, 2016, remains the same.
About Horizon Petroleum plc
Calgary-based Horizon is focused on the appraisal and development of oil & gas reserves internationally. The management and board of Horizon consists of seasoned oil & gas professionals, with significant international experience.
For further information, please contact:
Dr. David Winter
President & CEO
+1 403 619-2957
David R. Robinson
VP Business Development
+1 403 399-9047
This press release contains “forward-looking statements” or “forward-looking information” (collectively referred to herein as “forward-looking statements”) within the meaning of applicable securities legislation. Such forward looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Horizon and IEC. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur or be achieved. This press release contains forward-looking statements pertaining to, among other things, the following: the approval and completion of the Transaction; the amalgamation of Horizon and IEC and the formation of Scion; the exchange of Horizon Shares and IEC Shares for shares of the amalgamated company; the composition of the board of directors and officers of Scion following completion of the Transaction; voting recommendations from the board of directors of Horizon and IEC; production from IEC production permit in the Republic of Georgia; farm-in opportunities in Georgia; quality and performance of gas development opportunities on IEC exploration permits in Bulgaria; the timing and impact of the expiry of the Government of Bulgaria standstill agreement granted to IEC; negotiations by IEC of a new production-focused work plan; the direction of Horizon as a company and its future operations; subscribers for the Private Placement; timing of completion of the Private Placement; the number and value of Horizon Shares to be issued under the Shares for Debt Transaction; approvals for the Transaction, including court and regulatory approvals and timing of the Horizon Meeting and IEC Meeting.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Horizon and IEC as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of Horizon and IEC contained in this press release, which may prove to be incorrect include the ability of Horizon to receive all required regulatory approvals, the ability of Horizon and IEC to obtain the required level of shareholder approval for the Transaction, the ability of Horizon and IEC to satisfy the conditions to the Transaction, the absence of material adverse changes to Horizon and IEC prior to closing; the anticipated benefits of the Transaction and successfully integrating Horizon and IEC as a single entity following closing; ability of Horizon to complete the Private Placement; commodity prices and interest rate and exchange rate fluctuations.
Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Horizon and IEC and described in the forward-looking information contained in this press release. Undue reliance should not be placed on forward-looking information. The material risk factors include, but are not limited to: failure of Horizon and IEC to obtain necessary shareholder, regulatory, court, TSXV and other third party approvals, failure to realize anticipated synergies, the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Transaction; the uncertainty of estimates and projections relating to production and reserves; fluctuations in commodity prices; the imprecision of reserve estimates and estimates of recoverable quantities of oil, natural gas and liquids; the possibility that government policies or laws may change or governmental approvals may be delayed or withheld; changes in tax laws; changes in royalty rates; and Scion’s ability to implement its business strategy. Readers are cautioned that the foregoing list of risk factors is not exhaustive. Failure to obtain the necessary approvals, or the failure of Horizon and IEC to otherwise satisfy the conditions of the Transaction, may result in the Transaction not being completed on the proposed terms, or at all.
Although Horizon and IEC believe that the material factors, expectations and assumptions expressed in such forward-looking statements are reasonable based on information available to it on the date such statements were made, no assurances can be given as to future results, levels of activity and achievements and such statements are not guarantees of future performance. Horizon and IEC’s actual results may differ materially from those expressed or implied in forward-looking statements and readers should not place undue importance or reliance on the forward-looking statements. Statements including forward-looking statements are made as of the date they are given and, except as required by applicable securities laws, Horizon and IEC disclaim any intention or obligation to publically update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities law and may not be offered or sold in the United States absent registration or applicable exemption from those registration requirements. 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 securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither 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.