19:31:45 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



Horizon Petroleum Ltd
Symbol HPL
Shares Issued 50,369,654
Close 2017-02-21 C$ 0.06
Market Cap C$ 3,022,179
Recent Sedar Documents

Horizon Petroleum closes $1M first tranche of placement

2017-02-21 18:15 ET - News Release

Dr. David Winter reports

HORIZON PETROLEUM CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT; ANNOUNCES BOARD NOMINEES FOR UPCOMING SHAREHOLDER MEETING

Horizon Petroleum Ltd., further to its press release of Jan. 17, 2017, has closed a first tranche of $1,819,295 of the private placement (defined herein), through the issuance of 90,964,750 shares at two cents per share. The shares issued are subject to a hold period expiring on June 22, 2017. Yogeshwar Sharma, a director of the company, subscribed for 2.5 million shares for subscription proceeds of $50,000, as part of the first tranche. In connection with the private placement, the company paid, in the aggregate, cash finders' fees of $92,116.80 and issued 4,605,840 brokers' warrants as part of the finders' fees. Due to the insider participation in the private placement, it is considered a related party transaction within the meaning of Multilateral Instrument 61-101. Horizon considers such insider participation exempt from the need to obtain minority shareholder approval and a formal valuation, as required by MI 61-101, and intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.

As per the press release of Jan. 17, 2017, the company intends to complete a private placement for up to $3.3-million at two cents per share, with $1.5-million of the private placement to be acquired by PMI Resources Ltd., concurrent with the assignment by PMI to Horizon of two Luxembourg subsidiaries of PMI, which hold a 100-per-cent working interest in two hydrocarbon licences in southwest France known as Ledeuix and Ger, and consisting of approximately 171,520 acres. The two hydrocarbon licences were described in detail in the press release of Jan. 17, 2017.

Assuming there is full uptake of the private placement, upon completion of the private placement, Horizon will have approximately 215,369,654 shares outstanding prior to any consolidation. PMI will hold 75 million shares, which represent 34.82 per cent of the shares of Horizon. Since this will create a control block, according to the regulations of the TSX Venture Exchange, the company will be seeking shareholder consents for the issuance of these private placement shares as required by Section 1.12 of Policy 4.1 of the TSX-V corporate governance policies. It is expected that the company will require the purchasers of such new shares and such shareholders providing consent to the private placement, to covenant to vote for an intended consolidation of the shares at the next annual general meeting of the shareholders of Horizon, under a proposed six-for-one ratio. The meeting of the shareholders has been set for March 14, 2017, at 10 a.m. at the offices of Horizon in Calgary, Alta.

Concurrent with the investment by PMI into the company, PMI has the right to appoint one member to the board of directors of Horizon.

For the upcoming meeting of the shareholders, the incumbent board of Dr. David Winter, Yogeshwar Sharma and Charle Gamba has been nominated. Furthermore, Harry Wilson of Harpenden, United Kingdom, has been nominated to the board of directors of Horizon. Below is relevant information on the board nominees.

Dr. Winter, the president and chief executive officer of Horizon, has over 30 years of international oil and gas industry experience in Latin America, the Middle East, North Africa, Southeast Asia and North America. He is also a co-founder and director of Canacol Energy Ltd., a publicly traded oil and gas company listed on both the Toronto and Colombia stock exchanges. Dr. Winter is also a founder and director of privately held Miramar Hydrocarbons, which operates in Argentina. Prior to founding Miramar, Dr. Winter was founder, CEO and president of Excelsior Energy Ltd., a Canadian publicly traded company focused on exploration and appraisal activities in Canada's oil sands, which was sold to Athabasca Oil in October, 2010. Dr. Winter acquired his extensive international oil and gas experience from senior management roles at Calvalley Petroleum, where he was senior vice-president, exploration and production, and at Alberta Energy Company, where he was vice-president, international exploration. He has also held senior management and technical positions with Canadian Occidental, Sun Oil and BP. Dr. Winter holds a BSc (honours), MSc and PhD in geology.

Mr. Sharma has over 40 years of broad international oil and gas industry experience. He was the co-founder of London Stock Exchange-listed Hardy Oil and Gas PLC and served as its CEO until May, 2012. Prior to founding Hardy, Mr. Sharma worked at Elf International as the manager of reservoir engineering and also served as an external examiner at the Heriot Watt University in Edinburgh. He is a registered professional engineer in Alberta and a member of the Society of Applied and Industrial Mathematics. Mr. Sharma graduated from the University of Alberta with a BSc in mechanical engineering.

Mr. Gamba has been the chief executive officer and president of Canacol Energy Ltd. since October, 2008. He is a senior executive with almost 20 years of working experience in the U.S. and international upstream oil and gas industries. Mr. Gamba served as a vice-president of exploration at Occidental Oil & Gas Company from 2001 to 2008. In his seven years with Occidental, he worked in Ecuador, Qatar, Colombia and the United States in a variety of technical management roles. Mr. Gamba started his professional career as a geologist with Imperial Oil in Calgary in 1994.

Mr. Wilson received a BSc in physics from Manchester University in 1973. Following graduation, he spent 17 years in various roles at British Petroleum and attended the executive program at the Insead Business School in France in 1985. Mr. Wilson has over 35 years business experience, initially in the oil industry, but successively in a wide range of business sectors. He has been founder, CEO and chairman of a number of independent oil companies and led public listings for five companies, including Dragon Oil PLC and Eland Oil & Gas PLC. He has been an executive and non-executive director of listed companies in the United Kingdom and abroad, and has built up an extensive range of London and international contacts in the investment, broking and advisory communities.

The private placement, the appointment and completion of the assignment are subject to regulatory and shareholder approval, including TSX-V review and approval in accordance with its policies.

About Horizon Petroleum Ltd.

Calgary-based Horizon is focused on the appraisal and development of oil and gas reserves internationally. The management and board of Horizon consist of oil and gas professionals with significant international experience.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.