14:36:07 EDT Wed 08 May 2024
Enter Symbol
or Name
USA
CA



International Frontier Resources Corp (2)
Symbol IFR
Shares Issued 14,955,397
Close 2024-04-23 C$ 0.09
Market Cap C$ 1,345,986
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International Frontier closes $816,500 unit offering

2024-04-25 13:37 ET - News Release

Mr. Tony Kinnon reports

IFR CLOSES OVER SUBSCRIBED BROKERED OFFERING OF UNITS

International Frontier Resources Corp. has closed its previously announced offering (see news release dated April 2, 2024) to raise aggregate gross proceeds of $816,500, which consisted of the issuance of 16.33 million units of the company at a price of five cents per unit.

Each unit consists of one common share in the capital of the company 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 Resources 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 consisted of a combination of: (a) 4,782,000 units for gross proceeds of $239,100 pursuant to the listed issuer financing exemption available under Part 5A of National Instrument 45-106, Prospectus Exemptions; and (b) 11,548,000 units, including 1,488,000 units issued pursuant to an overallotment option granted to the agent (as defined as follows) for gross proceeds of $577,400 pursuant to a short form offering document in accordance with TSX-V Policy 4.6 and Part 5 of NI 45-106.

Pursuant to the offering, Leede Jones Gable Inc. received: (i) a commission in the amount of 10 per cent of the gross proceeds of the offering payable in cash of $81,650; (ii) 1,633,000 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 company at an exercise price of five cents per unit; and (iii) a corporate finance fee.

The net proceeds of the offering will be used for general and administrative expenses and for general working capital. Final acceptance by the TSX-V of the offering is subject to the completion of customary postclosing filings.

Multilateral Instrument 61-101 and TSX-V Policy 5.9 disclosure

Stephen Hanson, a director of the company, purchased 500,000 units in connection with the offering. The participation of Mr. Hanson in the offering constitutes a related party transaction within the meaning of MI 61-101, Protection of Minority Security Holders in Special Transactions, and TSX-V Policy 5.9. International Frontier Resources is relying upon exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) (Issuer Not Listed on Specified Markets) and 5.7(1)(b) (Fair Market Value Not More Than $2.5-million), respectively, of MI 61-101 on the basis that International Frontier Resources is not listed on a specified stock exchange and, at the time the offering was agreed to, neither the fair market value of the securities to be distributed pursuant to the offering to such persons nor the consideration to be received for those securities will exceed $2.5-million. No special committee was established in connection with the offering. The board of directors of International Frontier Resources has unanimously approved the offering and no materially contrary view or abstention was expressed or made by any director in relation to the offering. The company did not file a material change report in respect of the participation of Mr. Hanson in the offering at least 21 days before closing of the offering as the participation of Mr. Hanson was not determined at that time.

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, and strategic joint ventures, International Frontier Resources is advancing the development of petroleum and natural gas assets in Mexico. International Frontier Resources also has projects in Canada and the United States, including the Northwest Territories and Montana.

International Frontier Resources' shares are listed on the TSX-V, trading under the symbol IFR.

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