Zedcor Energy Inc. Announces Financing Extension

Calgary, Alberta–(Newsfile Corp. – March 26, 2019) – Zedcor Energy Inc. (TSXV: ZDC) (the “Company” or “Zedcor”) is pleased to announce that effective March 25, 2019, it has amended the Amended and Restated Loan and Security Agreement (the “Agreement”) with Maynbridge Capital Inc. to extend the maturity date of the Agreement to March 25, 2020 in the principal amount of $14,314,250. The current loan amount reflects a repayment of debt since September 28, 2018 of $1,623,500 funded through the sale of under-utilized assets. The renewed Agreement continues to bear interest at 12.75%, has an extension fee of up to 4%, and will be serviced by twelve months of interest only payments. In addition, the Company amended its Warrant Agreement with Maynbridge to decrease the exercise price to $0.145 per share from $0.20 per share and to extend the expiry date of the warrants by twelve months to January 21, 2022. Pursuant to the Agreement, and in connection with the foregoing extension of the maturity date, the Company also issued to Maynbridge an additional 2,068 warrants to purchase common shares at an exercise price of $0.145 per share expiring January 21, 2022.

Dean Swanberg, Interim CEO, stated, “The financing extension announced today allows the Company to continue to focus on strengthening its operational performance and bottom line results. At the same time, the Company remains committed to reducing debt through positive cash flows and selling under-utilized assets.”

Forward-Looking Statements and Information

Certain statements included or incorporated by reference in this press release constitute forward-looking statements or forward-looking information. Forward-looking statements or information may contain statements with the words “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “budget”, “should”, “project”, “or similar words suggesting future outcomes or expectations. In particular, forward-looking statements and information contained in this press release, include, but are not limited to, Zedcor’s plans to continue to market and sell under-utilized assets and to use the proceeds to pay down debt. Although the Company believes that the expectations implied in such forward-looking statements or information are reasonable, undue reliance should not be placed on these forward-looking statements because the Company can give no assurance that such statements will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of assumptions about the future and uncertainties. Although management believes these assumptions are reasonable, there can be no assurance that they will be proved to be correct, and actual results will differ materially from those anticipated. For this purpose, any statements herein that are not statements of historical fact may be deemed to be forward-looking statements. The forward-looking statements or information contained in this press release are made as of the date hereof and the Company assumes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new contrary information, future events or any other reason, unless it is required by any applicable securities laws. The forward-looking statements or information contained in this press release are expressly qualified by this cautionary statement.

About Zedcor Energy Inc.

Zedcor Energy Inc. is a Canadian public corporation and parent company to Zedcor Energy Services Corp. (“Zedcor Corp.”). Zedcor Corp. is engaged in the rental of surface equipment and accommodations, and providing security and surveillance services in Western Canada. The Company trades on the TSX Venture Exchange under the symbol “ZDC”.

For further information contact:

Kim Cotter
Chief Financial Officer
P: (403) 930 – 5435
E: kcotter@zedcor.ca

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.


To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43654

Advertisements

Blackhawk Provides Investment Update

Calgary, Alberta–(Newsfile Corp. – March 25, 2019) – Blackhawk Resource Corp. (CSE: BLR) (“Blackhawk” or the “Corporation“) is pleased to provide an update on its investment portfolio companies.

As at December 31, 2018 Blackhawk held $5,080,550 in investments and had a NAV per share of approximately $0.12. Blackhawk holds significant interest in two private companies, UMG Media Corp. and Noble Line Inc.

Blackhawk holds approximately 20% interest in UMG Media Corp. (“UMG”) with a fair value of $4,795,500.

UMG, a BC incorporated company, is a premier eSports company in North America, offering gaming entertainment, live events and online play. UMG entered the eSports industry in 2016 with the acquisition of UMG Events LLC (“UMG Events“) which was founded in 2012 and is actively involved in many aspects of the eSports industry. UMG is deeply ingrained in the gaming community and very well-established within the competitive gaming sector with approximately 2.1 million registered users and over 18 million matches played live and online through its platform. Readers can learn more about UMG and its eSports offerings at www.umggaming.com.

UMG is a diversified eSports company that has operations involved in

• Live Tournaments
• Online Contests
• Casino Esports Operations
• Creation and Distribution of Original Content
• Esports Tournament Operations through its proprietary tournament management app

Blackhawk’s cost base on the UMG shares purchased is $1,358,000. UMG has recently announced a binding transaction with Gegs Capital Corp. (“UMG/Gegs Transaction”) whereby UMG will complete a reverse takeover transaction with the resulting issuer being renamed UMG Media Ltd. The transaction has a deemed value of $27,500,000 for all of the shares or UMG.

This corresponds to a value of approximately $5,500,000 for the shares that Blackhawk holds of UMG. On a per share basis of Blackhawk that equates to approximately $0.13 per Blackhawk share. Blackhawk intends to distribute the resulting issuer shares of the UMG/Gegs transaction to each shareholder of Blackhawk on a proportionate basis. This would equate to approximately 0.7 of a UMG/Gegs share for each Blackhawk share that is held at the record date. Blackhawk will provide a further update as the UMG/Gegs transaction progresses.

Blackhawk recently acquired approximately 13.4% of a private hemp/CBD company, Noble Line Inc. (“Noble Hemp”). Noble Hemp was formed in 2017 with a direct interest in the CBD/Hemp industry in the United States to promote and sell products in the health and wellness sector.

Noble Hemp has developed an on-line store www.noblehemp.com with an array of CBD/Hemp consumable and topical products. All products have no THC and are non-intoxicating.

Manufacturing and fulfilment operations are based out of Colorado and Noble Hemp currently sells product to all 50 US states. All current Noble Hemp products are made certified organic, are gluten free and contain no GMOs.

Noble Hemp has recently launched both a direct mail campaign in the US as well as a significant on-line marketing campaign involving both a well-established on-line pharmaceutical reseller as well as a number of dedicated stores on Amazon.

Blackhawk is excited to give its shareholder base, through the investments in the eSports industry and Hemp/CBD industry indirect benefit from two of the fastest growing industries in North America.

Additional information is available on our website at www.blackhawkcorp.ca.

For further information please contact:

Dave Antony, CEO
(403) 531-1710
dantony@blackhawkcorp.ca

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.

NON-GAAP OR NON IFRS FINANCIAL MEASURES

This press release includes references to “net asset value per share (“NAV per share”),” a financial measure that does not have a standardized meaning prescribed by generally accepted accounting principles (GAAP) or International IFRS. NAV per share is calculated as the value of total assets less the value of total liabilities divided by the total number of common shares outstanding as at a specific date. Investors are cautioned that this non-GAAP measure should not be construed as an alternative to the measurement calculated in accordance with IFRS as, given its non-standardized meaning; it is unlikely to be comparable to similar measures presented by other issuers.

Forward-Looking Statements

This news release contains forward-looking statements as defined under applicable securities laws. Statements other than statements of historical fact contained in this news release may be forward-looking statements under applicable securities legislation, including, without limitation, management’s expectations. Many of these statements can be identified by looking for words such as “believe”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues” or similar words or the negative thereof. To the extent any forward-looking statements herein constitute a financial outlook, including, without limitation, the estimated effect on the Corporation’s revenues, they were approved by management as of the date hereof and have been included to assist readers in understanding management’s current expectations regarding the Corporation’s financial performance and are subject to the same risks and assumptions disclosed herein. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur.

Statements containing forward-looking information by their nature involve numerous assumptions and significant known and unknown facts and uncertainties of both a general and a specific nature.

The forward-looking statements contained herein are subject to numerous known and unknown risks that may cause actual results to vary from those set forth in the forward-looking statements, including, but not limited to risks associated with: general economic conditions and changes in the financial markets; risks associated with investment Corporation businesses; a material change in the operations of an investment Corporation or the industries in which they operate; and key assumptions.

As forward-looking statements are subject to risks, uncertainties and assumptions and should not be read as guarantees or assurances of future performance. Accordingly, readers are cautioned not to place undue reliance on any forward-looking information contained in this news release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements. Statements containing forward-looking information reflect management’s current beliefs and assumptions based on information in its possession on the date of this news release. Although management believes that the assumptions reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations will prove to be correct.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this news release and the Corporation does not undertake or assume any obligation to update or revise such statements to reflect new events or circumstances except as expressly required by applicable securities legislation.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43610

Advantagewon Provides Drilling Update

Toronto, Ontario–(Newsfile Corp. – March 22, 2019) – Advantagewon Oil Corp. (CSE: AOC) (OTCQB: ANTGF) (the “Corporation”, “Advantagewon”, “AOC”) provided an update today on the Corporation’s 2019 Drilling Program. Site preparation was completed on March 17th, 2019 and the drilling rig arrived on site, as scheduled, on March 18th, 2019. Drilling commenced on March 19th. The Corporation will next update the markets when drilling has reached the programmed total depth.

The Corporation anticipates initial flow rates between 10 to 20 barrels of oil per day from this initial well. Drilling, casing, completion and equipping of the well is expected to be complete by April 10th, 2019.

About Advantagewon Oil Corp.

Advantagewon is focused on building consistent cash flow from low cost, low risk oil wells in the State of Texas. AOC applies specialized expertise to increase oil recovery from 10-15% to up to 75% for each well. Once the enhanced recovery strategy is successfully applied, AOC will repeat the process throughout the oil pool to maximize output and minimize cost and risk. Advantagewon’s common shares are listed on the OTC Markets in the United States and on the Canadian Securities Exchange (“CSE”) in Canada. Advantagewon is a member of the CSE Composite Index (CSE: AOC). For more information please visit www.aoc-oil.com.

For further information please contact:

Mr. Charles Dove
CEO & Director
Advantagewon Oil Corp.
T: (403) 815-2440
E: charles.dove@aoc-oil.com
W: www.aoc-oil.com

Mr. Paul Haber
Chairman & Director
Advantagewon Oil Corp.
T: (416) 318-6501
E: paul.haber@aoc-oil.com
W: www.aoc-oil.com

Mr. Frank Kordy
Secretary & Director
Advantagewon Oil Corp.
T: (647) 466-4037
E: frank.kordy@aoc-oil.com
W: www.aoc-oil.com

Forward-Looking Statements

Information set forth in this news release may involve forward-looking statements under applicable securities laws. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and the Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation. Although Management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. This news release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein and accordingly undue reliance should not be put on such. Neither CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

– 30 –

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43609

DXI Reports Q4 and Fiscal 2018 Results

Vancouver, British Columbia–(Newsfile Corp. – March 21, 2019) – DXI Energy Inc. (TSX: DXI) (OTCQB: DXIEF) (“DXI” or the “Company”), an upstream oil and gas exploration and production company operating in Colorado’s Piceance Basin and the Peace River Arch region in British Columbia, today announced its financial results for the three and twelve months ended December 31, 2018.

2018 Key Financial and Operating Highlights are:

  1. Successfully drilled a new discovery natural gas well at the Company’s Woodrush property, north of Fort St. John, British Columbia, in March, 2018;
  1. Completed the 1st tranche of a debt financing of $520,000 with arms-length U.S. accredited investors. The loans are convertible into 8,666,666 common shares of the Company at $0.06 per share until expiry in 2022;
  1. Settled the financial contract liability with a U.S. oil and gas drilling fund through the assignment of certain non-producing, non-core leasehold interests in the Piceance Basin of Colorado; and
  1. Reduced G&A expenses by 35% to $1,082,000 from $1,673,000 for the comparative period ended December 31, 2017.

CORPORATE SUMMARY – THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2018

OPERATIONS Three months ended December 31, Twelve months ended December 31,

2018 2017 Change 2018 2017 Change
Production





   Oil and natural gas liquids (bbls/d) 52 89 -42% 62 82 -25%
   Natural gas (mcf/d) (2) 360 832 -57% 747 1,145 -35%
   Combined (BOE/d) 112 228 -51% 186 273 -32%







Realized sales prices





   Oil and natural gas liquids ($/bbl) 39.18 54.72 -28% 58.28 56.21 4%
   Natural gas ($/mcf) 3.57 1.82 96% 2.33 2.71 -14%







Operating expenses





   Oil operations ($/bbl) 43.44 25.66 69% 36.55 23.12 58%
   Natural gas operations ($/mcf) 4.52 5.07 -11% 3.61 3.33 8%







Operating netback





   Oil operations ($/bbl) -9.78 21.49 -146% 14.79 25.37 -42%
   Natural gas operations ($/BOE) -8.40 -21.02 -60% -8.73 -5.25 66%







General and administrative expenses ($/BOE) 7.25 24.07 -70% 15.91 16.78 -5%

 

FINANCIAL (CA$ thousands, except per share) Three months ended December 31, Twelve months ended December 31,

2018 2017 Change 2018 2017 Change







Revenue 307 589 -48% 1,951 2,816 -31%
Royalties 42 81 -48% 207 336 -38%







Cash flow (1) -289 -711 -59% -1,611 -1,777 -9%
Cash flow per share (basic) -0.00 -0.01 -100% -0.02 -0.03 -46%
Cash flow per share (diluted) -0.00 -0.01 -100% -0.02 -0.03 -46%







Net loss 8,739 1,286 580% 11,632 5,209 123%
Basic loss ($/share) 0.08 0.01 501% 0.11 0.08 33%
Diluted loss ($/share) 0.08 0.01 501% 0.11 0.08 33%







Capital expenditures, net of dispositions 37 274 -86% 781 456 71%







Weighted average shares outstanding (thousands)





Basic 103,606 91,567 13% 103,606 61,682 68%
Diluted 103,606 91,567 13% 103,606 61,682 68%







Debt, net of working capital


3,362 8,167 -59%

 

Note 1: “Cash flow” is a non-IFRS measure calculated by adding back settlement of decommissioning liabilities and change in operating working capital to cash flows from (used in) operating activities. See “Non-IFRS Measure” below for details.

SUPPLEMENTAL FINANCIAL INFORMATION – NON-IFRS MEASURE

Three months ended December 31, Twelve months ended December 31,
(CA$ thousands) 2018 2017 2018 2017
Cash flows from (used in) operating activities (483) (776) (891) (1,558)
Change in operating working capital 194 65 (720) (219)
Cash flow (289) (711) (1,611) (1,777)

 

RESERVES

Independent Reserves Evaluation

DXI’s reserves were evaluated by independent evaluators as at December 31, 2018 in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). GLJ Petroleum Consultants (“GLJ”) were retained by the Company to evaluate it Canadian properties and Gustavson Associates (“Gustavson”) were retained by the Company to evaluate its US properties. The reserves evaluation was based on forecast pricing as outlined in the notes to the table below entitled “Forecast Prices in 2018 Reserves Report”. Additional reserves disclosures are included in the Company’s AIF for the year ended December 31, 2018.

Summary of Reserves as at December 31, 2018(1)

Oil % of Proved
Oil Natural Gas NGL Equivalent Plus Probable
(MBBL) (MMCF) (MBOE) (MBOE) Reserves
Proved
   Developed Producing 25 1,318 51 297 27%
   Developed Non-Producing 286 13 61 6%
   Undeveloped 3,437 160 733 66%
Total Proved 25 5,041 224 1,091 99%
Total Probable 12 4 12 1%
Total Proved and Probable 37 5,045 224 1,103 100%

 

Note 1: Reserves means DXI’s working interest reserves before deduction of royalties and without including any royalty interests.

Summary of Net Present Values, Before Tax

Discounted at
(CA$ thousands) 0% 5% 10% 15% 20%
Proved
   Developed Producing 1,745 1,093 815 662 566
   Developed Non-Producing 789 436 293 216 167
   Undeveloped 8,506 3,451 1,442 392 (264)
Total Proved 11,040 4,980 2,550 1,270 469
Total Probable 46 57 60 59 57
Total Proved and Probable 11,086 5,037 2,610 1,329 526

 

Future Development Costs

(CA$ thousands) Proved Reserves Proved plus Probable Reserves
2019 5,286
2020
2021
2022
Total Undiscounted 5,286

 

Forecast Prices in 2018 Reserves Report

The following table summarizes the first five years of the forecast prices used by GLJ and Gustavson in preparing DXI Energy’s estimated reserve volumes and net present values of future net revenues in the 2018 reserves report.


GLJ
Gustavson
Year Natural gas
(AECO)
Cdn$ / mmbtu
NGL
(Edmonton
Pentanes Plus)
Cdn$ / bbl
Crude oil
(Edmonton
Par)
Cdn$ / bbl

Natural gas
(NYMEX
Henry Hub)
US$ / mmbtu
NGL
(Williams Fork
Wellhead)
US$ / bbl
Condensate
(NYMEX
WTI)
US$ / bbl
2019 1.85 67.67 63.33
3.00 35.28 56.25
2020 2.29 79.22 75.32
3.15 37.04 63.00
2021 2.67 83.54 79.75
3.35 39.39 67.00
2022 2.90 85.49 81.48
3.50 41.15 70.00
2023 3.14 87.80 83.54
3.63 42.68 72.50
2024+ See AIF for additional details

 

About DXI ENERGY INC.

DXI Energy Inc. maintains offices in Calgary and Vancouver, Canada and has been producing commercial quantities of oil and gas since 2008. The company is publicly traded on the Toronto Stock Exchange (DXI.TO) in Canada and the OTCQB (DXIEF) in the US.

Statements Regarding Forward-Looking Information: This news release contains statements about oil and gas production and operating activities that may constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation as they involve the implied assessment that the resources described can be profitably produced in the future, based on certain estimates and assumptions. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated by DXI Energy and described in the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, adverse general economic conditions, operating hazards, drilling risks, inherent uncertainties in interpreting engineering and geologic data, competition, reduced availability of drilling and other well services, fluctuations in oil and gas prices and prices for drilling and other well services, government regulation and foreign political risks, fluctuations in the exchange rate between Canadian and US dollars and other currencies, as well as other risks commonly associated with the exploration and development of oil and gas properties. Additional information on these and other factors, which could affect DXI Energy Inc.’s operations or financial results, are included in DXI Energy Inc.’s reports on file with Canadian and United States securities regulatory authorities. We assume no obligation to update forward-looking statements should circumstances or management’s estimates or opinions change unless otherwise required under securities law.

The TSX does not accept responsibility for the adequacy or accuracy of this news release.

Follow DXI Energy’s latest developments on: Facebook http://facebook.com/dxienergy and Twitter @dxienergy.

Contact:
DXI Energy Inc.

Sean Sullivan
President and CEO
604-638-5050
investor@dxienergy.com

David Matheson
CFO
604-638-5054
dmatheson@dxienergy.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43587

American Biofuels Announces Appointment of Interim CEO, President, and Additional Director

Vancouver, British Columbia–(Newsfile Corp. – March 20, 2019) – American Biofuels Inc. (TSXV: ABS.H) (the “Company”)  announces that Keturah Nathe has been appointed to the Board of Directors, effective March 20, 2019. Ms. Nathe has also been appointed Interim CEO and President of the Company, taking the place of Ron Hughes, who will remain a director of the Company.

The Company sincerely thanks Mr. Hughes for his 18 years of service as President and CEO of the Company.

Ms. Nathe has extensive experience with corporate development, the financing of various corporations, including involvement in operations, acquisitions and fund raising. The Company welcomes her expertise to the Board.

For clarification, the Company’s officers and directors are now comprised as follows:

Keturah Nathe, Interim President, Chief Executive Officer and Director
Teresa Cherry, Secretary and Chief Financial Officer
Ron Hughes, Director
Richard Barnett, Director
Jurgen Wolf, Director
Christopher Cherry, Director
Stephen Watts, Director

ON BEHALF OF THE BOARD

SIGNED: “Teresa Cherry

Teresa Cherry, CFO and Secretary
Contact Teresa Cherry: (604) 336-8617

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43567

DXI Energy Announces Results of Drilling Operations in Northeast British Columbia

Vancouver, British Columbia–(Newsfile Corp. – March 20, 2019) – DXI Energy Inc. (TSX: DXI) (OTCQB: DXIEF) (“DXI” or the “Company”), an upstream oil and natural gas exploration and production company operating projects in Colorado’s Piceance Basin and the Peace River Arch region in British Columbia, today announces the Company has reached TD at its b-089-E/94-H-1 drilling location at Woodrush in NE British Columbia.

Final logs of the wellbore indicate 19.8 ft. of high quality Gething gas pay to complement the Company’s growing Gething natural gas reserves at Woodrush. Further, while the well encountered 16.5 ft. of oil-stained Halfway sand, the interval is not conventional in reservoir quality. The Company has run production casing, primarily to allow for future production of the Gething natural gas interval when natural gas markets improve. The drilling and casing operation was completed under budget and without any technical and safety issues.

At least one and possibly two additional Gething gas locations were delineated by the b-089-E/94-H-1 well. Of particular significance, the Company intends to explore the economics of horizontally drilling and fracing this “unconventional” Halfway interval once the cuttings from the reservoir have confirmed the degree of oil saturation required to do so effectively.

President Sean Sullivan states,”We requested the Board in early December, 2018 to appoint me as President & CEO. We implemented a number of initiatives to create value for all shareholders. Key objectives were to a) reduce cash operating expenses and interest payments to the bare minimum; b) to source capital for the Company’s exploration efforts; c) to add Mr. Ed Aabak of Denver, Colorado, to complement Mr. Stan Page of Dallas, Texas, both seasoned oil and gas industry professionals, to the Company’s Board of Directors; d) to work cooperatively with the three First Nations impacted by our operations at Woodrush; e) to eliminate in perpetuity cash compensation for the Chairman and President & CEO; f) to obtain our required drilling license for b-089-E/94-H-1 on a timely basis, and g) to eliminate, in full, the $6,980,000 “Financial Contract Liability” on the Company’s balance sheet during 2018. All these objectives have been accomplished. While we acknowledge our disappointment in the “conventional” Halfway result in this well, we will continue to implement our expanding operational plan in NE B.C. to create value for all our stakeholders.”

About DXI ENERGY INC.

DXI Energy Inc. maintains offices in Calgary and Vancouver, Canada and has been producing commercial quantities of oil and gas since 2008. The company is publicly traded on the Toronto Stock Exchange (DXI) in Canada and the OTCQB (DXIEF) in the US.

Statements Regarding Forward-Looking Information: This news release contains statements about oil and gas production and operating activities that may constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation as they involve the implied assessment that the resources described can be profitably produced in the future, based on certain estimates and assumptions. Forward-looking statements in this press release include, but are not limited to, statements regarding the future plans of the Company, the completion and final amount raised in the capital raise financing, the final use of proceeds and that all necessary final approvals will be obtained. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated by DXI Energy and described in the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, adverse general economic conditions, operating hazards, drilling risks, inherent uncertainties in interpreting engineering and geologic data, competition, reduced availability of drilling and other well services, fluctuations in oil and gas prices and prices for drilling and other well services, government regulation and foreign political risks, fluctuations in the exchange rate between Canadian and US dollars and other currencies, as well as other risks commonly associated with the exploration and development of oil and gas properties. Additional information on these and other factors, which could affect DXI Energy Inc.’s operations or financial results, are included in DXI Energy Inc.’s reports on file with Canadian and United States securities regulatory authorities.

We assume no obligation to update forward-looking statements should circumstances or management’s estimates or opinions change unless otherwise required under securities law.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold to persons in the United States absent registration or an exemption from such registration requirements. This press release does 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.

The TSX does not accept responsibility for the adequacy or accuracy of this news release.

Follow DXI Energy’s latest developments on: Facebook http://facebook.com/dxienergy and Twitter @dxienergy.

Contact: DXI Energy Inc.

Sean Sullivan
Director, President & CEO
604-638-5050
investor@dxienergy.com

David Matheson
CFO
604-638-5054
dmatheson@dxienergy.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43537

Tethys Petroleum: Definitive Agreement for Acquisition of Control

Proposed Transaction

Grand Cayman, Cayman Islands–(Newsfile Corp. – March 19, 2019) – Tethys Petroleum Limited (TSXV: TPL.H) (“Tethys” or the “Company“) today announces that further to the Company’s press release on December 20, 2018, Jaka Partners FZC (“Acquiror“) and Tethys have today signed a binding arrangement agreement (the “Definitive Agreement“) with respect to a potential acquisition by Acquiror of Tethys’ outstanding ordinary shares (“Ordinary Shares“) it does not already own pursuant to a scheme of arrangement under the Companies Law (2018 Revision) of the Cayman Islands (the “Companies Law“), and applicable Canadian securities laws. Such proposed acquisition is referred to hereafter as the “Proposed Transaction“.

1. Proposed Transaction Structure

The Proposed Transaction will be carried out by way of a scheme of arrangement under the Companies Law, and effected pursuant to the Definitive Agreement, the terms and conditions of which are summarized below. The Proposed Transaction shall also be subject to the approval of the holders of the Ordinary Shares, including both approval by such shareholders representing more than 75% of the Ordinary Shares voting in person or by proxy at a special meeting as well as by a majority of those shareholders, excluding shares held by Acquiror or any of its affiliates or joint actors in accordance with Multilateral Instrument 61-101 (“MI 61-101“). Approvals from the Grand Court of the Cayman Islands and the NEX board of the TSX Venture Exchange (the “NEX“) will also be required.

2. Consideration

Acquiror proposes to acquire up to 70% of the Ordinary Shares that it does not already own and to offer shareholders the opportunity to exchange up to 30% of the Ordinary Shares that the Acquiror does not already own for preferred shares (“Preferred Shares“) on a one-for-one basis. Each shareholder who approves the Proposed Transaction could elect to:

  1. receive cash consideration of US$0.60 per ordinary share in exchange for up to 70% of its Ordinary Shares and to also receive Preferred Shares in exchange for up to 30% of its Ordinary Shares;

  2. receive cash consideration of US$0.60 per ordinary share exchange for up to 70% of its Ordinary Shares and retain the remaining Ordinary Shares;

  3. receive Preferred Shares in exchange for up to 30% of its Ordinary Shares and retain the remaining Ordinary Shares; or

  4. retain all of its Ordinary Shares.

To the extent that the scheme of arrangement is approved and a shareholder does not make any election as to its preferred form of consideration, it shall be deemed to have elected to retain all of its Ordinary Shares.

The Preferred Shares shall be non-voting and non-convertible, and shall be automatically redeemed by Tethys on the date that is three (3) years from the closing of the Proposed Transaction at a redemption price of US$1.80 per Preferred Share (the “Redemption Amount“). To the extent that Tethys is unable to fund all or part of the payment of the Redemption Amount, Tethys will have an option to require Acquiror to provide funding for such payment by purchasing new ordinary shares in Tethys under a share purchase warrant or similar security (the “Warrant“). Pursuant to the Definitive Agreement, Acquiror’s obligations under the Warrant will be guaranteed by an affiliated company of Jaka, Inform Systems LLP.

Convertible securities (including options, warrants and convertible debt) shall remain outstanding post-closing and any such securities that are exercised or converted into Ordinary Shares prior to the record date of the special meeting shall entitle the holder to vote at such meeting.

The consideration offered per Ordinary Share of US$0.60 per share and US$1.80 per Preferred Shares represents premiums of approximately 320% and 960%, respectively to the Cdn$0.25 price of the Ordinary Shares on the NEX on December 19, 2018, the date before the Proposed Transaction was first announced.

3. Stock Market Listing

Upon completion of the Proposed Transaction, Tethys would seek to maintain a listing of its Ordinary Shares on the NEX, or other recognized securities exchange, and apply for a listing of the Preferred Shares. Listing will be subject to satisfaction of the rules of the NEX or other applicable exchange.

4. Management and the Board

As part of the Proposed Transaction, Acquiror will propose new directors as replacements for Mr. Mattias Sjoborg and Mr. William P. Wells. Acquiror shall ensure that following the completion of the Proposed Transaction, Tethys’ board of directors, which would consist of at least three (3) members and will comply with all Canadian securities laws, including the rules of the NEX, applicable to public companies. In addition, upon completion of the Proposed Transaction, Mr. Sjoborg will resign from his position as Chief Executive Officer of Tethys. Annuity and Life Reassurance Ltd (“Annuity“), a company controlled by Mr. Wells, shall have a right to appoint a board observer and the right to inspect Tethys’ corporate books, records and premises, for a period of three (3) years following the closing of the Proposed Transaction.

5. Definitive Agreement

The Definitive Agreement includes conditions precedent, representations and warranties, “fiduciary outs”, covenants and provisions dealing with the mechanics of completing the Proposed Transaction.

The Definitive Agreement also contains certain minority protections such as restricting Tethys from issuing shares in excess of 18,000,000 shares and not pledging, selling, encumbering or disposing any of Tethys’ for an agreed period of time.

The Definitive Agreement also contains a proposed settlement agreement which, subject to shareholder approval, Tethys will seek to enter into with Olisol Petroleum Ltd, Olisol Investments Ltd, Eurasia Gas Group LLP, DSFK Special Finance Company LLP and certain of their principals.

6. Approval of the Proposed Transaction

As noted above, the Proposed Transaction will require the approval of the Grand Court of the Cayman Islands, NEX and shareholders at a special meeting which will be convened for this purpose. It is anticipated that it will take at least two months to complete the Proposed Transaction.

As Acquiror owns in excess of 10% of the Ordinary Shares, it is a related party and the Proposed Transaction would be a related party transaction under MI 61-101. The Proposed Transaction is exempt from the valuation requirements of MI 61-101 as the Ordinary Shares are not listed on certain recognized exchanges though is subject to the requirement to obtain majority of the minority shareholder approval as described above.

About Tethys

Tethys is focused on oil and gas exploration and production activities in Central Asia and the Caspian Region. This highly prolific oil and gas area is rapidly developing and Tethys believes that significant potential exists in both exploration and in discovered deposits.

Disclaimer

Some of the statements in this document are forward-looking. Such statements are not promises or guarantees, and are subject to risks and uncertainties that could cause actual outcomes to differ materially from those suggested by any such statements. Such statements include statements regarding the closing of Proposed Transaction, continued listing of the Ordinary Shares on the NEX or listing of the Preferred Shares on the NEX and approval of the Proposed Transaction. No assurance can be made that the Proposed Transaction will be approved, or if approved that the Ordinary Shares will continue to be listed on, or that the Preferred will be listed on, the NEX. No part of this announcement constitutes, or shall be taken to constitute, an invitation or inducement to invest in the Company or any other entity, and shareholders of the Company are cautioned not to place undue reliance on the forward-looking statements. Save as required by applicable law, the Company does not undertake to update or change any forward-looking statements to reflect events occurring after the date of this announcement.

Contact Information:

Tethys Petroleum

info@tethys-group.com

www.tethys-group.comCannot view this image? Visit: https://orders.newsfilecorp.com/files/2931/43524_e8ce58bec45a4a36_001full.jpg

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43524