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International Frontier extends farm-in deal with Jaguar

2023-05-09 14:48 ET - News Release

Mr. Tony Kinnon reports

IFR SIGNS NEW LETTER OF INTENT WITH JAGUAR WITH OPTION TO EXTEND PROPOSED FARM-IN ARRANGEMENT OR OPTION TO PURCHASE ASSETS

International Frontier Resources Corp. has entered into an agreement with Jaguar Exploracion SAPI de CV, a privately owned Mexican oil and gas company, dated April 28, 2023, which provides Jaguar with the following options: (1) the option to extend the current proposed farm-in arrangement, first announced on Dec. 14, 2022, for 90 days past its current long-stop date of April 30, 2023; or (2) the option to purchase International Frontier's shares of Tonalli Energia SAPI de CV currently held by Petro Frontera SAPI de CV, the company's wholly owned Mexican subsidiary.

Completion of either the Proposed Farm-in Arrangement or the Option to Purchase are subject to a number of conditions which include but are not limited to the negotiation and execution of a definitive agreement for the Proposed Farm-In Arrangement upon exercise by Jaguar of the Option to Extend, or negotiation and completion of a Purchase and Sale Agreement upon exercise by Jaguar of the Option to Purchase. If either option is exercised by Jaguar, neither the Proposed Farm-In Arrangement nor the proposed sale of Tonalli's shares as described above can close until all the required approvals including TSX Venture Exchange ("TSXV") approval, shareholder approvals and relevant government authority approvals are obtained. The Option to Extend and the Option to Purchase, if exercised by Jaguar, are arm's length transactions. There are no finder's fees or commissions payable in connection with the Option to Extend or Option to Purchase.

Option to Extend

With respect to the Proposed Farm-In Arrangement, the Option to Extend has been granted by IFR to Jaguar as the final form of the unexecuted Definitive Agreement contemplated pursuant to a letter of intent ("LOI") dated November 28, 2022 and expiring on April 30, 2023.

As per the terms of the Letter of Intent, Jaguar and IFR mutually agree that Jaguar is being given the Option to Extend the long stop date of the Proposed Farm-in Arrangement on TM-01 for a period of 90 days in exchange for a deposit of US $262,500 (refundable in certain circumstances) as discussed below; and that the Option to Extend can be triggered by simple written notification by Jaguar to IFR at any time on or before 90 days from the current long stop date of the Proposed Farm-in Arrangement.

Further updates and particulars of the Proposed Farm-In Arrangement will be provided upon IFR and Jaguar entering into a definitive agreement for the Proposed Farm-In Arrangement should Jaguar exercise the Option to Extend.

Option to Purchase

In addition to the Option to Extend, IFR has granted Jaguar the Option to Purchase which will give Jaguar, currently the owner of 50% of the outstanding shares of Tonalli an option to purchase the remaining 50% of the shares of Tonalli which are owned by IFR. The Option to Purchase can be triggered by simple written notification by Jaguar to IFR and must close at any time between the signing the Letter of Intent and 90 days thereafter.

If the Option to Purchase is exercised by Jaguar, it is expected that the purchase by Jaguar of IFR's shares of Tonalli will constitute a Reviewable Disposition pursuant to the policies of the TSXV and as such may require the approval of the shareholders of IFR by a majority of votes. It is anticipated that any IFR shareholder approval requirements will be satisfied by written consent of a majority of IFR shareholders or will be obtained at a special meeting (the "Meeting") of IFR shareholders to be held upon Jaguar's exercise of the Option to Purchase to obtain such approval, among other matters.

On May 2, 2023, IFR received US$262,500 from Jaguar as a deposit on the Option to Purchase. This deposit will be refunded by IFR within 15 business days in the event that Jaguar exercises the Option to Purchase, and IFR fails to achieve shareholder approval within 90 days of the exercise of the Option to Purchase, should such shareholder approval be required by the TSXV.

Further updates and particulars of the Option to Purchase will be provided upon IFR and Jaguar entering into a Purchase and Sale Agreement for the sale to Jaguar of IFR's shares of Tonalli should Jaguar exercise the Option to Purchase.

Trading Halt

Trading in IFR's Common Shares on the TSXV is halted and will remain halted until the documentation required by the TSXV in relation to the transactions described in this news release has been reviewed and accepted by the TSXV.

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 (Frontera) and strategic joint ventures, it is advancing the development of petroleum and natural gas assets in Mexico. IFR also has projects in Canada and the United States, including the Northwest Territories, Alberta, and Montana.

IFR's Common Shares are listed on the TSXV, trading under the symbol IFR. For additional information please visit www.internationalfrontier.com.

We seek Safe Harbor.

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