HORIZON PETROLEUM LTD.
Suite 1500 – 700 4th Ave S.W.
Calgary, AB, Canada T2P 3J4
Horizon Petroleum Ltd. (the “Company” or “Horizon”) (TSXV: HPL) is pleased to report that, further to it’s press release of January 17, 2017, the Company has closed a first tranche of $1,819,295 of the Private Placement (defined herein), through the issuance of 90,964,750 shares at $0.02 per share. The shares issued are subject to a hold period expiring on June 22, 2017.
Mr. Yogeshwar Sharma, a director of the Company, subscribed for 2,500,000 shares for subscription proceeds of $50,000, as part of the first tranche. In connection with the Private Placement, the Company paid, in the aggregate, cash finders’ fees of $92,116.80, and issued 4,605,840 Brokers’ Warrants as part of the finders’ fees.
Due to the insider participation (the “Insider Participation”) in the Private Placement, it is considered a related party transaction within the meaning of Multilateral Instrument 61-101 (“MI 61-101”). Horizon considers such Insider Participation exempt from the need to obtain minority shareholder approval and a formal valuation, as required by MI 61-101, and intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such Insider Participation.
As per the press release of January 17, 2017, the Company intends to complete a private placement for up to $3.3 million (CDN) at $0.02 per share (the “Private Placement”), with $1.5 million of the Private Placement to be acquired by PMI Resources Ltd. (“PMI”), concurrent with the assignment by PMI to Horizon of two Luxembourg subsidiaries of PMI which hold a 100% working interest in two hydrocarbons licenses in southwest France known as Ledeuix and Ger, and consisting of approximately 171,520 acres (the “Assignment”). The two hydrocarbons licenses were described in detail in the press release of January 17, 2017.
Assuming there is full uptake of the Private Placement, upon completion of the Private Placement, Horizon will have approximately 215,369,654 Shares outstanding prior to any consolidation. PMI will hold 75,000,000 Shares, which represents 34.82% of the Shares of Horizon. Since this will create a “control block”, according to the regulations of the TSX Venture Exchange (the “TSXV”), the Company will be seeking shareholder consents for the issuance of these Private Placement Shares as required by Section 1.12 of Policy 4.1 of the TSXV Corporate Governance Policies. It is expected that the Company will require the purchasers of such new shares and such shareholders providing consent to the Private Placement, to covenant to vote for an intended consolidation of the Shares at the next annual general meeting of the shareholders of Horizon, under a proposed 6-for-1 ratio. The meeting of the shareholders has been set for March 14, 2017, at 10:00 am at the offices of Horizon in Calgary, AB.
Concurrent with the investment by PMI into the Company, PMI has the right to appoint one member to the Board of Directors of Horizon (the “Appointment”).
For the upcoming meeting of the shareholders, the incumbent Board of Dr. David Winter, Yogeshwar Sharma, and Charle Gamba has been nominated. Furthermore, Harry Wilson of Harpenden, UK, has been nominated to the Board of Directors of Horizon. Below is relevant information on the Board nominees:
Dr. David Winter, the President and Chief Executive Officer of Horizon, has over 30 years of international oil and gas industry experience in Latin America, the Middle East, North Africa, South East Asia and North America. He is also a co-founder and director of Canacol Energy Ltd., a publicly traded oil and gas company listed on both the Toronto and Colombia stock exchanges. David is also a founder and director of privately-held Miramar Hydrocarbons, which operates in Argentina. Prior to founding Miramar, David was founder, CEO & President of Excelsior Energy Limited, a Canadian publicly traded company focused on exploration and appraisal activities in Canada’s oilsands which was sold to Athabasca Oil in October 2010. David acquired his extensive international oil and gas experience from senior management roles at Calvalley Petroleum, where he was Senior Vice President, Exploration and Production, and at Alberta Energy Company, where he was Vice President, International Exploration. He has also held senior management and technical positions with Canadian Occidental, Sun Oil and BP. David holds a BSc (Hons), MSc and PhD in Geology.
Yogeshwar Sharma has over 40 years of broad international oil and gas industry experience. He was the co-founder of LSE-listed Hardy Oil and Gas plc, and served as its CEO until May 2012. Prior to founding Hardy, Yogeshwar worked at Elf International as the Manager of Reservoir Engineering and also served as an External Examiner at the Heriot Watt University in Edinburgh. He is a Registered Professional Engineer in Alberta and a member of the Society of Applied and Industrial Mathematics. Mr. Sharma graduated from the University of Alberta with a BSc in Mechanical Engineering.
Charle Gamba has been the Chief Executive Officer and President of Canacol Energy Ltd., since October 2008. He is a senior executive with almost 20 years of working experience in the US and international upstream oil and gas industries. Charle served as a Vice President of Exploration at Occidental Oil & Gas Company from 2001 to 2008. In his seven years with Occidental, he worked in Ecuador, Qatar, Colombia, and the United States in a variety of technical management roles. Charle started his professional career as a geologist with Imperial Oil in Calgary in 1994.
Harry Wilson received a BSc in Physics from Manchester University in 1973. Following graduation, he spent 17 years in various roles at British Petroleum (BP), and attended the Executive Programme at the INSEAD Business School in France in 1985. Harry has over 35 years business experience, initially in the oil industry but successively in a wide range of business sectors. He has been founder, CEO and Chairman of a number of independent oil companies and led public listings for five companies including Dragon Oil Plc and Eland Oil & Gas Plc. He has been an executive and non-executive director of listed companies in the UK and abroad and has built up an extensive range of London and international contacts in the investment, broking and advisory communities.
The Private Placement, the Appointment and completion of the Assignment is subject to regulatory and shareholder approval, including TSXV review and approval in accordance with its Policies.
About Horizon Petroleum Ltd.
Calgary-based Horizon is focused on the appraisal and development of oil & gas reserves internationally. The Management and Board of Horizon consist of oil & gas professionals with significant international experience.
For further information about the Company, please contact:
Dr. David Winter
President & CEO
+1 403 984 2444
David R. Robinson
VP Business Development
+1 403 399-9047
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.
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. 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 completion of the Private Placement, the Appointment and the Assignment as well as any future development activities or changes to the estimated abandonment liability.
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 described in the forward-looking information contained in this press release.
Although Horizon believes 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.