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CALGARY, Oct. 1, 2019 /CNW/ - Razor Energy Corp.
("Razor" or the "Company") (TSXV: RZE) is pleased to
announce it has entered into an agreement with GMP FirstEnergy on
behalf of a syndicate of agents (collectively, the "Agents")
pursuant to which the Agents have agreed to market, on a "best
efforts" private placement basis, up to 2,702,800 Common Shares
that will qualify as "flow-through shares" (within the meaning of
subsection 66(15) of the Income Tax Act (Canada)) ("Flow-Through Shares"). The
2,702,800 Flow-Through Shares will be issued at a price of
$1.85 per Flow-Through Share,
representing an approximate 16% premium to the closing price of the
Common Shares on the TSX Venture Exchange (the "TSXV") on
September 30, 2019, for aggregate
gross proceeds of up to approximately $5,000,000 (the "Offering").
The gross proceeds from the sale of Flow-Through Shares will be
used by the Company to incur qualifying "Canadian renewable and
conservation expenses" ("CRCE") as defined in the Income
Tax Act (Canada)
("Qualifying Expenditures") related to the Company's
geothermal power projects in Alberta. The Qualifying Expenditures will be
renounced in favour of the subscribers of Flow-Through Shares with
an effective date on or before December 31,
2019, and in the aggregate amount of not less than the gross
proceeds of the Offering.
CRCE is a federal program to encourage investments in clean
energy generation and energy conservation projects by providing
income tax incentives to investors. In general, expenditures that
qualify as CRCE are considered to be Canadian exploration expense
under the Income Tax Act.
The Offering is being made by way of private placement in
Canada. The Flow-Through Shares
will be subject to a four month hold period under applicable
securities laws in Canada. The
Offering is expected to close on or about October 17, 2019 (the "Closing Date"),
subject to customary closing conditions, including the approval of
the TSXV.
Razor is a publicly-traded junior oil and gas
development and production company headquartered in
Calgary, Alberta, concentrated on
acquiring, and subsequently enhancing, producing oil and gas
properties primarily in Alberta.
The Company is led by experienced management and a strong,
committed Board of Directors, with a long-term vision of growth and
distributions to shareholders, focused on efficiency and cost
control in all areas of the business. Razor currently trades on
TSXV under the ticker "RZE".
READER ADVISORIES
FORWARD-LOOKING STATEMENTS: This press release may
contain certain statements that may be deemed to be forward-looking
statements. Such statements relate to possible future events,
including, but not limited to, the Company's objectives, including
near and medium term objectives, the Company's capital program,
geothermal power projects, the completion of the Offering,
including the terms and timing thereof and use of proceeds
therefrom and incursions and renunciations of Qualifying
Expenditures under the Income Tax Act (Canada). All statements other than
statements of historical fact may be forward-looking statements.
Forward-looking statements are often, but not always, identified by
the use of words such as "anticipate", "believe", "expect", "plan",
"estimate", "potential", "will", "should", "continue", "may",
"objective" and similar expressions. The forward-looking statements
are based on certain key expectations and assumptions made by the
Company, including but not limited to expectations and assumptions
concerning the availability of capital, current legislation, the
ability of the Company to incur and renounce Qualifying
Expenditures, the receipt of required regulatory approvals,
including the TSXV, in respect of the Offering, the ability of the
Company and the Agents to complete the Offering on the terms
completed herein or at all, the timely performance by third-parties
of contractual obligations, the success of future drilling and
development activities, the performance of existing wells, the
performance of new wells, the Company's growth strategy, general
economic conditions, availability of required equipment and
services, prevailing commodity prices, price volatility, price
differentials and the actual prices received for the Company's
products. Although the Company believes that the expectations and
assumptions on which the forward-looking statements are based are
reasonable, undue reliance should not be placed on the
forward-looking statements because the Company can give no
assurance that they will prove to be correct. Since forward-
looking statements address future events and conditions, by their
very nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated
due to a number of factors and risks. These include, but are not
limited to, risks associated with the oil and gas industry and
geothermal electricity projects in general (e.g., operational risks
in development, exploration and production; delays or changes in
plans with respect to exploration or development projects or
capital expenditures; variability in geothermal resources; the
uncertainty of reserve estimates; the uncertainty of estimates and
projections relating to production, costs and expenses, and health,
safety and environmental risks), electricity and commodity price
and exchange rate fluctuations, changes in legislation affecting
the oil and gas and geothermal industries and uncertainties
resulting from potential delays or changes in plans with respect to
exploration or development projects or capital expenditures. Please
refer to the risk factors identified in the most recently filed
annual information form and management discussion and analysis of
the Company which are available on SEDAR at www.sedar.com. The
forward-looking statements contained in this press release are made
as of the date hereof and the Company undertakes no obligation to
update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities laws.
This press release is not an offer of the securities for sale in
the United States. The securities
have not been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration or an
exemption from registration. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful.
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 news release.
SOURCE Razor Energy Corp.