22:29:36 EDT Mon 29 Apr 2024
Enter Symbol
or Name
USA
CA



International Frontier Resources Corp (2)
Symbol IFR
Shares Issued 14,955,397
Close 2024-04-01 C$ 0.06
Market Cap C$ 897,324
Recent Sedar Documents

International Frontier arranges $750,000 offering

2024-04-02 13:44 ET - News Release

Mr. Tony Kinnon reports

IFR ANNOUNCES $750,000 BROKERED OFFERING OF UNITS, REDUCTION OF $962,385 LIABILITY IN MEXICO AND $340,000 DEBT SETTLEMENT

International Frontier Resources Corp. has entered into an agreement with Leede Jones Gable Inc. to act as the sole agent and the sole bookrunner on a commercially reasonable efforts basis to sell up to 15 million units of the corporation at a price of five cents per unit for gross proceeds of up to $750,000.

Each unit will consist of one common share in the capital of the corporation and one-half of one common share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one additional common share for a period of five years following the closing of the offering at an exercise price of 10 cents per warrant share. The warrants have an acceleration provision, whereby if the volume weighted average trading price of the common shares on the TSX Venture Exchange is at least 20 cents over a period of 25 consecutive trading days, International Frontier will have the right to accelerate the expiry date of the warrants to 30 days from the date that notice is given to the holders of warrants.

The offering will consist of a combination of:

  1. Up to 4.94 million units, for gross proceeds of up to $247,000, pursuant to the listed issuer financing exemption (the LIFE offering) in accordance with Part 5A of National Instrument 45-106 -- Prospectus Exemptions;
  2. Up to 10.06 million units, for gross proceeds of up to $503,000, pursuant to a short form offering document in accordance with TSX-V Policy 4.6 and Part 5 of NI 45-106 (the SFOD offering).

The corporation has granted to the agent an option, exercisable in whole or in part, at any time prior to the closing, to purchase up to an additional number of units in an amount equal to 15 per cent of the number of units sold pursuant to the SFOD offering. The offering is subject to the receipt by the issuer of a minimum of $453,334 in gross proceeds from either the SFOD offering or a combination of both the LIFE offering and the SFOD offering. The closing of the offering is subject to receipt of all necessary regulatory approvals, including the approval of the TSX-V. The closing of the offering is expected to occur on or about May 15, 2024, or such other date as agreed to by the corporation and the agent.

The net proceeds of the offering will be used for general and administrative expenses and for general working capital.

Pursuant to the offering, the agent will receive: (i) a commission in the amount of 10 per cent of the gross proceeds of the offering payable in cash or units, or a combination thereof; (ii) broker warrants exercisable at any time prior to the date that is five years from the closing to acquire that number of units of the corporation equal to 10 per cent of the number of units sold under the offering, at an exercise price of five cents per unit; and (iii) a corporate finance fee in the amount of $25,000.

The LIFE offering will be conducted pursuant to the amendments to National Instrument 45-106 -- Prospectus Exemptions set forth in Part 5A thereof to purchasers resident in Canada, except Quebec. The units offered under the listed issuer financing exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws. There is an offering document related to the LIFE offering that can be accessed under the corporation's profile at SEDAR+ and on the corporation's website. Prospective investors should read this offering document before making an investment decision.

The SFOD offering will be conducted by way of a short form offering document in accordance with TSX-V Policy 4.6 public offering by short form offering document to purchasers resident in British Columbia and Alberta, and such other jurisdictions as may be agreed to by International Frontier and the agent (with the exception of Ontario).

The corporation also announced that pursuant to a shareholder resolution dated effective Dec. 29, 2023, Tonalli Energia SAPI de CV, the corporation's operating subsidiary in Mexico, which is owned through a joint venture with Jaguar Exploracion Produccion de Hidrocarburos SAPI de CV and the corporation's wholly owned Mexican subsidiary Petro Frontera SAPI issued shares to each of Jaguar and Frontera for amounts contributed to Tonalli during the year ended Dec. 31, 2023. The total amount owed by Frontera to Tonalli during the year ended Dec. 31, 2023, was $962,385. As a result, Jaguar was issued shares for all amounts contributed to Tonalli by Jaguar, including Frontera's share of contributions owing, and Jaguar now owns 57.37 per cent and Frontera owns 42.63 per cent of the outstanding shares of Tonalli.

The corporation also announced that it intends to settle outstanding indebtedness in the aggregate amount of $340,000 owing to certain officers and consultants of International Frontier, through the issuance of an aggregate of 6.8 million common shares at a deemed price of five cents per share, subject to approval of the TSX-V. As a portion of the debt settlement with certain officers of the corporation exceeds the prescribed limit of $10,000 per month in aggregate, in accordance with the policies of the TSX-V, disinterested shareholder approval is required to settle the amount exceeding such prescribed limit, which in this case is an aggregate of $115,000. Such approval will be sought at the upcoming annual general and special shareholders meeting expected to be held on or before June 28, 2024. Therefore, the corporation intends to close a first tranche of the debt settlement in the aggregate amount of $225,000 on or around April 5, 2024, and a second tranche in the aggregate amount of $115,000, following the receipt of the required disinterested shareholder approval. All of the common shares issued in connection with the debt settlement will be subject to a hold period of four months from the applicable date of closing. The debt settlement is a related party transaction for the purposes of TSX-V Policy 5.9 and Multilateral Instrument 61-101. International Frontier has determined that exemptions from the various requirements of the related party policies are available in connection with the debt settlement (Formal Valuation -- Issuer Not Listed on Specified Markets; Minority Approval -- Financial Hardship.). Upon completion of the entire debt settlement (but prior to completion of the offering) the corporation will have 21,755,397 common shares issued and outstanding. In the event that the debt settlement is completed only for the amount of $225,000, the corporation will have 19,455,397 common shares issued and outstanding directly prior to completion of the offering.

About International Frontier Resources Corp.

International Frontier Resources is a Canadian publicly traded corporation with a demonstrated record of advancing oil and gas projects. Through its Mexican subsidiary, Petro Frontera SAPI de CV (Frontera) and strategic joint ventures, it is advancing the development of petroleum and natural gas assets in Mexico. International Frontier also has projects in Canada and the United States, including the Northwest Territories, Alberta and Montana.

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