Westminster Resources Ltd. Announces Private Placement and Shareholders Elect Board of Directors

Vancouver, British Columbia–(Newsfile Corp. – February 15, 2019) – Westminster Resources Ltd. (TSXV: WMR) (the “Company” or “Westminster”) announces that it proposes to undertake a private placement to raise gross proceeds of up to $200,000 (the “Offering”) through the sale of up to 4,000,000 common shares priced at $0.05.

The proceeds from the Offering will be used for general working capital. A finder’s fee commensurate with TSX Venture Exchange policies may be paid in connection with the Offering. The Offering is subject to the acceptance of the TSX Venture Exchange and board approval.

The Company is further pleased to announce that all of the resolutions put forth at its Annual General Meeting of Shareholders held on February 15, 2019 have been approved. In addition to the approval of the Company’s Advance Notice Policy, rolling stock option plan, and the re-appointment of Dale Matheson Carr-Hilton Labonte LLP as auditors of the Company for the ensuing year, the number of directors was set at four and the shareholders elected the following directors of the Company:

  • Jason Cubitt – Interim President and Chief Executive Officer and Director of the Company since August 29, 2017;

  • Chafika Eddine – Director of the Company since October 2, 2018;

  • Christopher Gale – Director of the Company since July 17, 2018; and

  • Daniel Maarsman – newly elected Director of the Company.

About Westminster Resources Ltd.

Westminster Resources is a Latin American focused mining exploration company. The Company holds a 100% interest in a package of highly prospective copper properties in southern Peru. These properties total over 36,000 hectares within the country’s prolific coastal copper belt-source of nearly half of Peru’s copper production. Prior work has identified both porphyry and IOCG style mineralization. The Company also holds a 100% interest in the 18,000-hectare El Cobre property in Sonora, Mexico, prospective for world-class epithermal and copper-gold porphyry systems.

ON BEHALF OF THE BOARD OF DIRECTORS
WESTMINSTER RESOURCES LTD.

Jason Cubitt

Jason Cubitt
Interim President and Chief Executive Officer

For further information regarding Westminster Resources Ltd., please call 604‐608-0400 or Toll Free: 1‐877‐608‐0007.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this news release.

This news release may contain forward‐looking information which is not comprised of historical facts. Forward‐ looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward‐ looking information. Forward‐looking information in this news release may include, but is not limited to, the Company’s objectives, goals or future plans. Factors that could cause actual results to differ materially from such forward‐looking information include, but are not limited to, those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward‐looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward‐looking information, whether as a result of new information, future events or otherwise, other than as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/42876

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CellCube Announces Shares for Debt Settlement

Toronto, Ontario–(Newsfile Corp. – February 15, 2019) – CELLCUBE ENERGY STORAGE SYSTEMS INC. (CSE: CUBE) (OTCQB: CECBF) (FSE: 01X) (WKN: A2JMGP) (the "Company") is pleased to announce it has settled an aggregate of $330,000 of indebtedness of the Company with an arm’s length creditor through the issuance of 2,200,000 common shares ("Common Shares") at a price of $0.15 per Common Share.

The Company has also paid a finder’s fee to an individual in connection with arranging a loan to the Company by issuing 1,112,500 Common Shares at a price of $0.15 per Common Share.

The Common Shares issued pursuant to the debt settlement and the finder’s fee are subject to a four month and one day hold period pursuant to applicable securities laws.

About CellCube Energy Storage Systems Inc.

CellCube is a Canadian public company listed on the Canadian Securities Exchange (symbol CUBE), the OTCQB (symbol CECBF), and the Frankfurt Exchange (Symbol 01X, WKN A2JMGP) focused on the fast-growing energy storage industry which is driven by the large increase in demand for renewable energy.

CellCube supplies vertically integrated energy storage systems to the power industry and recently acquired the assets of Gildemeister Energy Storage GmbH, now renamed Enerox GmbH, the developer and manufacturer of CellCube energy storage systems. CellCube’s other related subsidiaries are EnerCube Switchgear Systems and Power Haz Energy Mobile Solutions Inc. The Company has also invested in an online renewable energy financing platform, Braggawatt Energy Inc.

CellCube develops, manufactures, and markets energy storage systems on the basis of vanadium redox flow technology and has over 130 project installations and a 10 year operational track record. Its highly integrated energy storage System solutions features 99% residual energy capacity after 11,000 cycles with the focus on larger scale containerized modules. Basic building blocks consist of a FB Modular 250kW unit family with 4, 6 and 8 hours variation in energy capacity.

On Behalf of CellCube Energy Storage Systems Inc.,

Mike Neylan, CEO, Director

Glenda Kelly, Investor Communications
Telephone: 1-800 882-3231
Email: info@cellcubeenergystorage.com
www.cellcubeenergystorage.com

This news release contains certain "forward-looking statements" within the meaning of Canadian securities legislation. Forward-looking statements are statements that are not historical facts which address events, results, outcomes or developments that the Company expects to occur; they are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "aims", "potential", "goal", "objective", "prospective", and similar expressions, or that events or conditions "will", "would", "may", "can", "could" or "should" occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made and they involve a number of risks and uncertainties. Certain material assumptions regarding such forward-looking statements are discussed in this news release and the Company’s annual and quarterly management’s discussion and analysis filed at www.sedar.com. Except as required by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Neither the 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/42870

eXeBlock Announces Sale of Assets

Halifax, Nova Scotia–(Newsfile Corp. – February 15, 2019) – eXeBlock Technology Corporation (CSE: XBLK) ("eXeBlock" or the "Company") today announces it has entered into a purchase agreement (the "Agreement") with Peerplays Blockchain Standards Association ("PBSA"), Data Security Node Inc., Fallout Complex Inc., 10353027 Canada Corporation ("10343027"), and Jonathan Baha’i.

Material terms of the Agreement include:

  1. Sale of software including 50/50 Labs, Sidechain and eXeChain (collectively, the "Software") to PBSA for the payment to eXeBlock of $250,000 in cash (the "Cash Consideration") plus applicable taxes, on closing;
  2. the assumption by PBSA of amounts owing by eXeBlock to a third party developer in the development of the Software totaling $463,419 USD;
  3. the purchase of up to 9,965,000 common shares of eXeBlock held by 10343027, an entity wholly-owned by Jonathan Baha’i (which represents approximately 16.6% of the Company’s common shares outstanding as of February 15, 2019) for cancellation by the Company (the "Share Reduction") for an aggregate amount not exceeding $1.00;
  4. the termination of the software development agreement between eXeBlock and PBSA on closing and release by eXeBlock in any interest in any consideration, including any PPY tokens, if any, which were to be transferred as payment for software development under such agreement;
  5. the forgiveness of amounts owing by eXeBlock to each of Data Security Node Inc., Fallout Complex Inc., and Jonathan Baha’i for certain equipment, furniture, fixtures and Company expenses totaling $74,912.35; and
  6. the termination of the bunker lease between eXeBlock and Fallout Complex Inc. on closing, (collectively, the "Transaction").

Completion of the Transaction is subject to customary closing conditions, including acceptance and approval of the shareholders of the Company by special resolution and regulatory approvals. The board of directors of eXeBlock has considered all relevant factors and unanimously determined that the Transaction is in the best interests of the Company and its shareholders. The board of directors unanimously recommends that its shareholders vote in favour of the Transaction. Within the next week, the Company will be rescheduling its annual and special meeting of the shareholders, to consider, among other things, the approval of the Transaction. The Company expects to mail out the circular and proxy materials shortly. The outside date under the Agreement to satisfy all conditions and close the Transaction (other than the Share Reduction) is May 1, 2019.

eXeBlock will be seeking all required regulatory approvals to complete the Share Reduction at closing. In the event less than the 9,965,000 common shares of eXeBlock held by 10343027 are acquired by eXeBlock at closing, the Company may continue to seek all necessary regulatory approvals necessary to acquire any remaining common shares until November 30, 2020.

About eXeBlock

eXeBlock Technology Corp (CSE: XBLK) is a designer of custom, state-of-the-art blockchain based software applications that provide profitable, secure and efficient solutions to businesses and markets globally.

To receive regular updates on the business, follow them on Twitter @eXeBlock or visit www.exeblock.com.

For more information please contact:

Jamie Davison
CEO
eXeBlock Technologies Corporation
902.334-1699
jdavison@exeblock.com

Neither the 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.

FORWARD-LOOKING INFORMATION

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations. When used in this press release, the words ‘estimate’, ‘project’, ‘belief’, ‘will’, ‘anticipate’, ‘intend’, ‘expect’, ‘plan’, ‘predict’, ‘may’ or ‘should’ and the negative of these words or such variations or comparable terminology are intended to identify forward-looking statements and information. More particularly and without limitation, this news release contains forward-looking information relating to, the anticipated completion of the Transaction including satisfaction of the conditions thereto, including receipt of regulatory approvals and the approval of the Company’s shareholders and the anticipated timing for completion of these matters. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There are no assurances the Transaction will be completed on the terms and timeline anticipated, or at all. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements. There are a number of important risk factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information. For a more detailed discussion of risk factors, refer to the Company’s management discussion and analysis dated as of January 28, 2019 filed under the Company’s profile on SEDAR (www.sedar.com) and on the CSE’s website. The Company cautions that the aforementioned list of material risk factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing risk factors and other uncertainties and potential events.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/42871

RJK Exploration Drilling Results and 2019 Exploration Plans for Rolling Pond Property

Kirkland Lake, Ontario–(Newsfile Corp. – February 15, 2019) – RJK Explorations Ltd. (TSXV: RJX.A) (“RJK” or the “Company“) has received assay results from the incomplete drill hole that was terminated during the 2018 drill program on its Rolling Pond gold Property located in Central Newfoundland. As reported in a Press Release dated December 24, 2018, the drilling had been terminated after two unsuccessful attempts to complete its first hole of the Program due to ground conditions and drill rig mechanical failure. A total of 271.71m of a planned 450m hole was drilled before the rig had to be demobilized for repair. Due to timing, added costs and challenges of winter drilling in the area, the Program was suspended.

RP18-01A had intersected 81.2m of vuggy quartz, quartz breccia and significant quartz veining beginning at 190.55m with the hole lost in the zone. A portion of RP18-01A was assayed and returned anomalous values of 204 ppb gold over 2.65m from 215-217.65m. A large hydrothermal system is known to exist on the Property and analysis of the core and clay alteration confirms the presence and strength of this system. Additional work and vectoring will be required along the known 1.2 km strike length to identify areas where better gold grades may occur. A program of additional soil geochemistry and ground geophysical surveys will be implemented prior to the continuation of the drill program in the late spring of 2019.

The Company also intends to trench and possibly drill test a newly identified target outlined from field work performed during the fall of 2018. A strong 250m coincident gold in soil and induced polarization/resistivity geophysical anomaly was identified approximately 4.5 km along strike from the main zone to the southeast (See Press Releases dated October 30, 2018 and November 13, 2018). This zone remains open and additional field work will be performed in the area in 2019 to optimize targeting prior to trenching and/or drilling.

Dean Fraser, P.Geo, a qualified person as defined by National Instrument 43-101, is the independent qualified person responsible for reviewing and approving the technical contents of this press release.

All core samples were submitted to AGAT Laboratories in St. John’s, Newfoundland, an ISO 9001 certified and ISO 17025 accredited laboratory. All core samples were submitted for fire-assay gold analysis only. A series of standards and blanks were inserted in the sample stream for QA/QC purposes. All measurements provided in the press release refer to core lengths as measured in the core box.

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.

Forward Looking Information

This news release includes certain forward-looking statements, which may include, but are not limited to, statements concerning future mineral exploration and property option payments. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions “will”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “propose” and similar expressions. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results, performance, or achievements to differ materially from those expressed or implied in this news release. Factors that could cause actual results to differ materially from those anticipated in this news release include, but are not limited to, the financial resources of the Corporation being inadequate to carry out its stated plans. RJK assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those reflected in the forward-looking statements except as required by applicable law.

RJK Explorations will be exhibiting at PDAC 2019 Investors Exchange in Toronto, March 3rd – 6th – Booth 3328

Contact Information: 

Glenn Kasner, President
Telephone: (705) 568-7956
Mobile: (705) 568-7567
info@rjkexplorations.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/42865

Reservoir Capital Corp. Debt Free Following Share Swap Note Cancellation

Vancouver, British Columbia–(Newsfile Corp. – February 15, 2019) – Reservoir Capital Corp. (CSE: REO) (“REO“) is pleased to announce that it has agreed with its only creditor to convert the full $242,036 amount of promissory note debt into 4,840,720 common shares of the Company at a deemed price of $0.05 per share, in addition to the issuance to the creditor of a 12-month warrant exercisable into 1,000,000 common shares of the Company at an exercise price of $0.10 per share. The Company wishes to settle this final amount of indebtedness with common shares in order to fulfill a strategic goal to become debt free and to preserve its cash for operations. The shares-for-debt transaction is subject to the approval of the CSE.

Reservoir understands the creditor is acquiring the common shares for investment purposes and may, in the future, acquire or dispose of the common shares through the market, private placement or otherwise as circumstances or market conditions warrant. The common shares issued will be subject to a four month hold (restricted resale) period.

CEO Lewis Reford commented, “REO’s investors should be pleased that the Company is debt free, with the added flexibility that affords. With our investment policy tailored to our emerging markets focus, we believe minimal leverage is a prudent risk management choice.”

About Reservoir Capital Corp.

REO’s Vision & Mission is to assemble a portfolio of producing or near-production clean energy assets in emerging markets.

REO’s strategy to achieve its Vision is to approach owners of privately-held quality assets and offer their investors diversification, liquidity and exposure to a growing portfolio following a disciplined investment policy.

REO’s investment policy consists of taking carefully selected minority economic interests in key geographies, targeting regular dividend income over long periods, while offering the potential for capital gain in the medium term.

Further Information

Investors are cautioned that trading in the securities of REO should be considered highly speculative. Additional information on these and other factors that could affect the operations or financial results of REO are included in REO’s CSE Listing Statement and most recently filed quarterly report, each of which is filed with applicable Canadian securities regulators and may be accessed through the SEDAR website (www.sedar.com). The CSE have neither approved nor disapproved the contents of this news release.

For further information, contact:

Lewis Reford
CEO, Reservoir Capital Corp.
Telephone: 416-399-2274
Email: ceo@reservoircap.team

NEITHER THE CSE NOR THE INVESTMENT INDUSTRY REGULATORY ORGANIZATION OF CANADA 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/42853

Rise Gold Announces Financing of C$2.0 million

Vancouver, British Columbia–(Newsfile Corp. – February 15, 2019) – Rise Gold Corp. (CSE: RISE) (OTCQB: RYES) (“Rise Gold“) announces that it intends to raise up to C$2.0 million through the issuance of up to 20,000,000 units (each a “Unit“) at a price of C$0.10 per Unit, with each Unit comprising one share of common stock (a “Share“) and one-half of one share purchase warrant (the “Private Placement“). Each whole warrant (a “Warrant“) entitles the holder to acquire one Share at an exercise price of C$0.13 for a period of two years from the date of issuance.

Rise Gold is pleased to announce that Yamana Gold Inc. (“Yamana“) through its wholly-owned subsidiary, Meridian Jerritt Canyon Corp. (the “Acquiror“), has agreed to purchase 10,000,000 Units for proceeds of C$1.0 million (the “Committed Funds“). Yamana’s investment in the Private Placement is conditional upon the Private Placement being completed for minimum gross proceeds of C$1.8 million, including the Committed Funds. Yamana is a Canadian-based gold producer with significant gold production, gold development stage properties, exploration properties, and land positions throughout the Americas including Canada, Brazil, Chile and Argentina.

The Committed Funds are being advanced to Rise Gold prior to the closing of the Private Placement pursuant to the terms of a secured convertible debenture (the “Debenture“). The Debenture has a term of six months and an annual interest rate of 12%, calculated and compounded monthly, payable in cash or Units at Yamana’s option, except as described below. The principal amount of the Debenture and any accrued interest thereon is convertible into Units at a conversion price of C$0.10 per Unit (the “Conversion Price“) at any time in the sole discretion of the Acquiror. In addition, the principal amount of the Debenture will automatically be converted into Units at the Conversion Price if, during the term of the Debenture, Rise Gold is able to raise proceeds of C$800,000 under the Private Placement from investors other than Yamana. Assuming that the Debenture is held to maturity, if the total principal amount of the Debenture and any accrued interest thereon is converted into Units, the Acquiror will receive up to 10,615,200 Shares and 5,307,600 Warrants.

Assuming that the Debenture is held to maturity and converted in accordance with its terms, the Acquiror will own an aggregate of up to 28,115,200 Shares and warrants to purchase an aggregate of 14,057,600 Shares, representing approximately 17.95% of Rise Gold’s issued and outstanding Shares on a non-diluted basis, and approximately 24.71% of Rise Gold’s issued and outstanding Shares on a partially diluted basis, assuming the exercise of the warrants held by the Acquiror. Prior to the issuance of the Debenture, the Acquiror owned 17,500,000 Shares and warrants to purchase an aggregate of 8,750,000 Shares, representing approximately 11.99% of Rise Gold’s issued and outstanding Shares on a non-diluted basis, and approximately 16.96% of Rise Gold’s issued and outstanding Shares on a partially diluted basis, assuming the exercise of the warrants held by the Acquiror.

Yamana is an insider of Rise Gold by virtue of its shareholdings, and as a result, the transactions with Rise Gold constitute a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The related party transaction is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to subsection 5.5(a) of MI 61-101, and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101 as the fair market value of the transactions do not exceed 25% of the Rise Gold’s market capitalization. A material change report as contemplated by the related party transaction requirements under MI 61-101 was not filed more than 21 days prior to the proposed closing of the Debenture financing, as the funds to be advanced are presently required to meet Rise Gold’s anticipated short-term cash and project requirements.

All securities issued pursuant to the Private Placement will be subject to statutory hold periods in accordance with applicable United States and Canadian securities laws. Rise Gold will use the proceeds from the Private Placement for the advancement of its Idaho-Maryland Gold Project and for general working capital.

The securities offered have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws and may not be offered or sold absent registration or compliance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

While the Acquiror currently has no plans or intentions with respect to the Rise Gold securities, the Acquiror may develop such plans or intentions in the future and, at such time, may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the Shares, warrants or other securities of Rise Gold based on market conditions, general economic and industry conditions, trading prices of Rise Gold’s securities, Rise Gold’s business, financial condition and prospects and/or other relevant factors.

A copy of the early warning report filed by the Acquiror will be available under Rise Gold’s profile on SEDAR at www.sedar.com or by contacting Sofia Tsakos, Senior Vice President, General Counsel and Corporate Secretary at 416-815-0220. The Acquiror’s head office is located at Royal Bank Plaza, North Tower, 200 Bay Street, Suite 2200, Toronto, ON, M5J 2J3.

About Rise Gold Corp.

Rise Gold is an exploration-stage mining company. Rise Gold’s principal asset is the historic past-producing Idaho-Maryland Gold Mine located in Nevada County, California, USA. The Idaho-Maryland Gold Mine is a past producing gold mine with total past production of 2,414,000 oz of gold at an average mill head grade of 17 gpt gold from 1866-1955. Historic production at the Idaho-Maryland Mine is disclosed in the Technical Report on the Idaho-Maryland Project dated June 1st, 2017 and available on www.sedar.com. Rise Gold is incorporated in Nevada, USA and maintains its head office in Vancouver, British Columbia, Canada.

On behalf of the Board of Directors:

Benjamin Mossman
President, CEO and Director
Rise Gold Corp.

For further information, please contact:

RISE GOLD CORP.
Suite 650, 669 Howe Street
Vancouver, BC V6C 0B4
T: 604.260.4577
info@risegoldcorp.com

www.risegoldcorp.com

The CSE has not reviewed, approved or disapproved the contents of this news release.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words or statements that certain events or conditions “may” or “will” occur.

Although Rise Gold believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks, uncertainties and assumptions related to certain factors including, without limitation, obtaining all necessary approvals, meeting expenditure and financing requirements, compliance with environmental regulations, title matters, operating hazards, metal prices, political and economic factors, competitive factors, general economic conditions, relationships with vendors and strategic partners, governmental regulation and supervision, seasonality, technological change, industry practices, and one-time events that may cause actual results, performance or developments to differ materially from those contained in the forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements and information contained in this release. Rise undertakes no obligation to update forward-looking statements or information except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/42860

DXI Settles C$6,967,000 Financial Contract Liability

DXI Lenders to Convert C$4,280,000 Secured Debt to Equity; Insiders Forego C$280,000 in Accrued Payables

Vancouver, British Columbia–(Newsfile Corp. – February 15, 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 is pleased to announce three financial transactions that improve the Company’s financial position:

  1. The elimination of a C$6,967,000 financial contract liability that has hindered the balance sheet of the Company’s US subsidiary, Dejour Energy (USA) Inc., for several years, in return for the assignment of certain non-producing, non-core leasehold interests in the Piceance Basin of Colorado.
  1. The conversion by five individual lenders of C$4,280,000 in secured loans into equity at C$0.06 per common share. Of that, 13,000,000 common shares, representing C$780,000 is effective immediately. The balance of C$3,500,000 will be converted into 58,333,333 shares at C$0.06 per share subject to the approval of the TSX and disinterested shareholders to be sought at the Company’s upcoming annual and special shareholder meeting to be held in April, 2019. All interest will be accrued to such time and will also be settled in common shares at the same price.The related senior secured debt, all of which is in good standing and not due until June 5, 2022, will be retired at no incremental cost to the Company.
  1. The agreement by certain officers of DXI to forego C$280,000 in accrued compensation payable to date.

“The conversion of C$4,280,000 in secured debt, accrued interest, foregoance of accrued payables and settlement of the C$6,967,000 financial contract liability is ‘Step 1’ in the implementation of the 2019 strategic plan designed to reduce interest-bearing debt, increase operating cash flow and improve financial viability. This series of agreements effectively removes over C$11,000,000 in debt burden, rebalancing the Company’s financial position. Furthermore, it clears the way to raise new capital to pursue prudent oil related business. The vision and acumen of the augmented management team at DXI is responsible for the accelerated pace of this transition,” comments Chairman Bob Hodgkinson.

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) and the OTCQB (DXIEF).

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 conversion of the existing debt, the final use of proceeds and that all necessary shareholder and regulatory 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/42858