Dr. David Winter reports
HORIZON PETROLEUM LTD. ANNOUNCES ADDITIONAL CONVERTIBLE DEBENTURE FINANCING
Horizon Petroleum Ltd. has launched an additional financing of convertible debentures. The convertible debenture financing takes the form of a private placement offering in the aggregate principal amount of up to a maximum of $3-million of secured convertible debentures at a price of $1,000 per debenture. The closing date is anticipated to be on and before April 15, 2026.
Dr. David Winter, chief executive officer of the company, commented: "We are offering an additional convertible debenture financing given continued investor interest in the company's European gas strategy and the exciting gas development program at Lachowice in southern Poland. The proceeds will pay for the civil works for the planned re-entry of the Lachowice 7 gas well, provide working capital for general corporate purposes in Poland and in Canada, and to repay existing liabilities."
The debenture bears interest from the applicable issuance date at 7 per cent per annum until the date that is 24 months following the closing date with interest paid semi-annually in arrears in cash or in shares at the company's option. The debenture will be secured and ranking on default in fourth position behind the currently issued debentures due on May 20, 2026, the convertible debentures due on Dec. 19, 2027, Dec. 29, 2027, and Feb. 27, 2028, and the convertible debentures due on March 25, 2028.
Each holder of a debenture unit shall have the right, at its option, at any time up to and including the maturity date, to convert any or all of the debenture units into equity units on the basis of each $1,000 principal amount for: (i) 9,524 common shares of the corporation issued at 10.5 cents per common share; and (ii) 4,762 common share purchase warrants, with each warrant exercisable until 36 months from closing the debentures, into one common share at a price of 15 cents.
Certain directors and officers of the company are expected to participate in the offering, and, as such, the offering constitutes a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation. No special committee was established in connection with the offering or the participation of the insiders, and no materially contrary view or abstention was expressed or made by any director of the company in relation thereto. Further details will be included in a material change report that will be filed by the company in connection with the completion of the initial closing of the offering.
Closing and the participation of insiders in the offering remain subject to the approval of the TSX Venture Exchange.
The company may pay finders' fees or commissions for this transaction of up to 7 per cent in cash and 7 per cent in warrants.
The closing of the offering is subject to the satisfaction of customary conditions, including the approval of the TSX-V. All securities issued under the offering remain subject to a statutory four-month hold period.
About Horizon Petroleum Ltd.
Calgary-based Horizon is focused on the appraisal and development of conventional oil and natural gas resources to increase energy independence and security in Europe. Horizon holds two concessions in Poland which contain significant undeveloped natural gas discoveries. The company's initial focus is to commence development of the Lachowice gas field in the Bielska-Biala concession. The management and board of Horizon consist of oil and natural gas professionals with significant international experience.
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