Horizon Petroleum Ltd. / CA44053J4090

May 13, 2025, Calgary, Alberta / IRW-Press / Horizon Petroleum Ltd. (TSXV: HPL) (“Horizon” or the “Company”) is pleased to announce that, subject to the approval of the TSX Venture Exchange, it intends to complete a non-brokered private placement of up to 720,000 debenture units of the Company at a price of 1 $ per unit to generate gross proceeds of up to 720,000 $ to achieve.
Each unit consists of secured subordinated debentures with an aggregate principal amount of $1 and 5 common share purchase warrants.
The bonds mature one year after the closing of the offering and are not convertible into the Company's shares. The bonds bear interest at a rate of 15% per annum until maturity. The Company may prepay the bonds at any time prior to maturity.
Each Warrant may be exercised for a period of one year after the closing of the Offering and at a price of 0.20 $ into one common share of the Company.
The Company intends to use the proceeds from the Offering to purchase long-lead items for its planned workover activities in the initial development of the Lachowice gas field in southern Poland, for general working capital purposes, and to cover administrative and overhead expenses. All securities issued pursuant to the Offering, including those issued upon exercise of the Warrants, will be subject to a hold period expiring four months and one day from the date hereof.
Multilateral Instrument 61-101 – Related Party Transactions (MI 61-101)
The Company relies on the exemptions from the valuation and minority shareholder approval requirements contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 because the fair market value of the directors' and officers' interest in the Debenture Unit Offering does not exceed 25% of the Company's market capitalization, as determined pursuant to MI 61-101. The Company has not filed a material change report with respect to the related party transaction at least 21 days prior to the expected closing of the Debenture Unit Offering, which the Company believes is appropriate under the circumstances to expeditiously close the Debenture Unit Offering.
The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
OVER HORIZON
Calgary-based Horizon focuses on the evaluation and development of conventional oil and gas reserves on mainland Europe. Horizon's management and board are comprised of oil and gas experts with significant international experience.
For further information about the company, please contact:
Dr. David Winter, CEO, +1 403 619-2957, [email protected] ;
Ian Habke, CFO and Vice President Finance, +1 403 973-2900, [email protected]
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.
This press release contains forward-looking statements relating to, among other things, the expected use of proceeds, the completion of the Offering and TSX-V approval.
Forward-looking information is based on current expectations, estimates and projections that involve a number of risks that could cause actual results to differ, and in some cases materially, from those anticipated by Horizon and described in the forward-looking information in this press release.
Although Horizon believes that the material factors, expectations and assumptions reflected in such forward-looking statements are reasonable based on information available at the date such statements are made, no assurances can be given regarding future results, levels of activity or performance, and such statements are not guarantees of future performance.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold in the United States or to U.S. Persons (as defined in the 1933 Act) absent registration under the 1933 Act and applicable state securities laws or an exemption from such registration requirements is available.
The original language (usually English) in which the original text is published is the official, authorized, and legally binding version. This translation is provided for ease of understanding. The German version may be shortened or summarized. No responsibility or liability is assumed for the content, correctness, adequacy, or accuracy of this translation. From the translator's perspective, this release does not constitute a recommendation to buy or sell! Please refer to the original English release at www.sedarplus.ca , www.sec.gov , www.asx.com.au/ , or on the company's website.
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