International Frontier Resources Corporation (“IFR” or the
“Company”) (TSX‐V: IFR) (OTCQB:
IFRTF), today announced that it will be offering
rights (the "
Rights Offering") to holders of
its common shares ("
Common Shares") of record at
the close of business on November 29, 2019 (the “
Record
Date”). Pursuant to the Rights Offering, each holder of
Common Shares (a “
Shareholder”) will receive 0.4
of a transferable right (each, a “
Right”) for each
Common Share held as of the Record Date. One (1) Right will entitle
the holder thereof to subscribe for one Common Share upon payment
of the subscription price of $0.01 per Common Share until 5:00 p.m.
(Toronto time) (the “
Expiry Time”) on January 13,
2020. Assuming the exercise of all Rights, the Rights Offering will
raise gross proceeds of up to C$695,406.
The Rights will be offered to Shareholders
resident in each province and territory of Canada (the
“Eligible Jurisdictions”) and Shareholders who
have satisfied the requirements of the Corporation for those
resident outside of the Eligible Jurisdictions, Accordingly, and
subject to the detailed provisions of the right offering circular
dated November 25, 2019 (the “Circular”), Rights
certificates (“Rights Certificates”) will not be
mailed to Shareholders resident outside of the Eligible
Jurisdictions, unless such Shareholders are able to establish to
the satisfaction of the Corporation, on or before January 3, 2020,
that they are eligible to participate in the Rights Offering.
Shareholders who fully exercise their Rights
will be entitled to subscribe for additional Common Shares, if
available, that were not subscribed for by other holders of Rights
prior to the Expiry Time.
The Company understands that certain directors
and officers of the Company who own Common Shares intend to
exercise their rights to purchase Common Shares under the Rights
Offering.
The Company currently has
173,851,385 Common Shares issued and outstanding. If all
Rights issued under the Rights Offering are validly exercised, an
additional 69,540,554 Common Shares would be issued. A portion of
the net proceeds from the Rights Offering will be applied to the
Company’s existing working capital deficiency. The remainder of the
net proceeds will go towards the exploration of potential
acquisition opportunities in Canada, Mexico and other jurisdictions
and for general corporate purposes. The Rights Offering is subject
to regulatory approval, including the final approval of the TSX
Venture Exchange.
Complete details of the Rights Offering are set
out in the Circular and the rights offering notice (the
“Notice”), which are filed under the
Corporation’s profile at www.sedar.com. Registered
Shareholders who wish to exercise their Rights must complete and
forward the Rights Certificate, together with applicable funds, to
Computershare Investor Services Inc., the depositary for the
Rights Offering, on or before the Expiry Time of the Rights
Offering. Shareholders who own their Common Shares through
an intermediary, such as a bank, trust Corporation, securities
dealer or broker, will receive materials and instructions from
their intermediary.
IFR Strategic Review
IFR is continuing to explore and review a wide
variety of strategic alternatives with the objective of enhancing
shareholder value. Currently IFR is in ongoing discussions
regarding a number of material alternative transactions including
pursuing joint ventures of its projects. While IFR is continuing to
work diligently on these opportunities, it should be noted that IFR
has not entered into any definitive or binding arrangements and
there is no certainty that any of these discussions will lead to
definitive agreements. IFR will continue to provide updates on any
material developments respecting its strategic review. The
Company intends to continue to operate in a manner that will
preserve the value of its assets, manage financial capacity and
maintain cost discipline while sustaining the Company’s efforts to
both pursue current joint venture discussions and also evaluate and
pursue strategic alternatives.
Tonalli Corporate Update -
Tecolutla
TEC-2 and TEC-10 Wells
The TEC-2 and TEC-10 wells continued to produce
through Q3 2019. In October the Tec 2 well was shut in pending
completion of the construction of a flowline between the two wells.
The construction of the approximate 700-meter flowline has
commenced and is expected to be completed before the end of
November at which time the Tec 2 well will be brought back
on-stream. Tonalli is also in the process of procuring the
purchase of certain surface equipment to replace rentals and has
already secured lower cost alternatives for water disposal.
Tonalli is proceeding with various other initiatives to improve
operating costs.
TEC-11 Horizontal Well
Tonalli has finalized the completion and testing
of the TEC-11 well in the uphole Tantoyuca zone. The testing of the
Tantoyuca resulted in oil production during initial swabbing but it
quickly transitioned to a flow of 100% water. Tonalli is further
analyzing the El Abra and the Tantoyuca formation to determine a
better strategy for development of the Tecolutla field in the
future. It is believed that water preferentially flows up
open fractures present in the reservoir. Tonalli will do further
technical work to determine if this can be mitigated.
Tonalli has completed its minimum work
commitment required to earn-in on the Tecolutla Block in its
35-year license agreement.
This news release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of securities in the United States or in any province,
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
securities laws of any such province, state or jurisdiction.
The securities referenced herein may not be offered or sold in the
United States except in transaction exempt from or not subject to
the registration requirements of the United States Securities Act
of 1933, as amended, and applicable state securities laws.
About International Frontier
Resources
International Frontier Resources Corporation
(IFR) is a Canadian publicly traded company with a demonstrated
track record of advancing oil and gas projects. Through its Mexican
subsidiary, Petro Frontera S.A.P.I de CV and strategic joint
ventures, it is advancing the development of petroleum and natural
gas assets in Mexico. The Company also has projects in Canada
and the United States, including the Northwest Territories, and
Montana.
The Company’s shares are listed on the TSX
Venture Exchange, trading under the symbol IFR and on the OTCQB
under the symbol IFRTF. For additional information please visit
www.internationalfrontier.com.
For further information |
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Steve Hanson – President and CEO |
or |
Tony Kinnon –
Chairman |
(403) 215-2780 |
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(403) 215-2780 |
shanson@internationalfrontier.com |
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tkinnon@internationalfrontier.com |
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Forward Looking
Statements This news release contains
“forward-looking information” within the meaning of applicable
Canadian securities legislation. All statements, other than
statements of historical fact, included herein are forward-looking
information. In particular, this news release contains
forward-looking information regarding: the Rights Offering,
including the expiry time of the rights offering, the potential
outstanding Common Shares after the Rights Offering and the
potential use of proceeds. There can be no assurance that such
forward-looking information will prove to be accurate, and actual
results and future events could differ materially from those
anticipated in such forward-looking information. This
forward-looking information reflects IFR’s current beliefs and is
based on information currently available to IFR and on assumptions
IFR believes are reasonable. These assumptions include, but are not
limited to: the underlying value of IFR and its Common Shares
market acceptance of the Rights Offering; TSX Venture Exchange
final approval of the Rights Offering, IFR’s current and initial
understanding and analysis of its projects and the exploration
required for such projects; the costs of exploration and drilling
on IFR’s projects; IFR's general and administrative costs remaining
constant; and the market acceptance of IFR's business strategy.
Forward-looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of IFR to be
materially different from those expressed or implied by such
forward-looking information. Such risks and other factors may
include, but are not limited to: volatility in market prices for
oil and natural gas; liabilities inherent in oil and natural gas
operations; uncertainties associated with estimating oil and
natural gas reserves; geological, technical, drilling and
processing problems; general business, economic, competitive,
political and social uncertainties; general capital market
conditions and market prices for securities; delay or failure to
receive board or regulatory approvals; the actual results of future
operations; competition; changes in legislation, including
environmental legislation, affecting IFR; the timing and
availability of external financing on acceptable terms; and lack
of qualified, skilled labour or loss of key individuals. A
description of additional risk factors that may cause actual
results to differ materially from forward-looking information can
be found in IFR’s disclosure documents on the SEDAR website at
www.sedar.com. Although IFR has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. Readers are cautioned that the foregoing list of factors
is not exhaustive. Readers are further cautioned not to place
undue reliance on forward-looking information as there can be no
assurance that the plans, intentions or expectations upon which
they are placed will occur. Forward-looking information contained
in this news release is expressly qualified by this cautionary
statement. The forward-looking information contained in this news
release represents the expectations of IFR as of the date of this
news release and, accordingly, is subject to change after such
date. However, IFR expressly disclaims any intention or obligation
to update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except as
expressly required by applicable securities law.
“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 or
accuracy of this release”. The Company seeks Safe Harbor.
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