01:21:49 EDT Fri 31 Jul 2026
Enter Symbol
or Name
USA
CA



International Frontier Resources Corp (2)
Symbol IFR
Shares Issued 38,085,397
Close 2026-04-16 C$ 0.035
Market Cap C$ 1,332,989
Recent Sedar+ Documents

Int'l Frontier, Kinjal close final tranche of financing

2026-07-30 21:39 ET - News Release

Mr. Warren Levy reports

INTERNATIONAL FRONTIER RESOURCES CORPORATION AND KINJAL CORPORATION ANNOUNCE CLOSING OF FINAL TRANCHE OF EQUITY FINANCING FOR AGGREGATE GROSS PROCEEDS OF C$38 MILLION

International Frontier Resources Corp. (IFR) and Kinjal Corp. have closed the second and final tranche of the previously announced subscription receipt equity private placement offering for additional gross proceeds of approximately $6.2-million in connection with the proposed reverse takeover of IFR by Kinjal. The concurrent financing is being led by Research Capital Corp. (RCC), as lead agent and sole bookrunner, on behalf of a syndicate of agents including Canaccord Genuity Corp. and ATB Capital Markets Corp.

An aggregate of approximately $38.0-million in gross proceeds was raised from the first and final tranche of the concurrent financing, through the issuance of, in aggregate:

  • 40,153,492 subscription receipts of Kinjal at a price of 80 cents per Kinjal subscription receipt;
  • 7.35 million subscription receipts of IFR at a price of 80 cents per IFR subscription receipt.

Each Kinjal subscription receipt entitles the holder thereof, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of the escrow release conditions (as defined herein) to receive one unit of Kinjal. Each Kinjal unit consists of one common share of Kinjal and one-half of one common share purchase warrant of Kinjal.

Each IFR subscription receipt entitles the holder thereof, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of the escrow release conditions (as defined herein) to receive one unit of IFR. Each IFR unit consists of one common share of IFR (on a postshare consolidation (as defined below) basis) and one-half of one common share purchase warrant of IFR.

The Kinjal shares, Kinjal warrants and Kinjal warrant shares (as defined below) are collectively referred to herein as the Kinjal securities. The IFR shares, IFR warrants and IFR warrant shares (as defined below) are collectively referred to herein as the IFR securities.

Each Kinjal warrant entitles the holder to purchase one common share of Kinjal at an exercise price of $1.05 per Kinjal warrant share until the date that is 36 months following the satisfaction or waiver of the escrow release conditions.

Each IFR warrant entitles the holder to purchase one common share of IFR at an exercise price of $1.05 per IFR warrant share (on a postconsolidation basis) until the date that is 36 months following the satisfaction or waiver of the escrow release conditions.

Update on Mexican transactions and debt facility

Kinjal is now proceeding to finalize the definitive agreements for the proposed Mexican asset transactions and the debt facility with Summit Ridge, on behalf of a syndicate (refer to the news releases dated May 4, 2026, and July 10, 2026).

Further details on the concurrent financing

The net proceeds of the concurrent financing will be used to finance the proposed Mexican asset transactions and for working capital and general corporate purposes.

The gross proceeds of the concurrent financing, less the agents' expenses and cash commission, have been deposited with and are held by Computershare Trust Company of Canada, in an interest-bearing account pursuant to the terms of subscription receipt agreements entered into among the escrow agent, RCC, and each of Kinjal and IFR. The escrowed funds (less any remaining costs and expenses of the agents) will be released from escrow to the resulting issuer, being IFR following completion of the RTO transaction, as applicable, upon satisfaction of the following conditions, no later than the 90th day following the last closing date, or such other date as may be mutually agreed to in writing between Kinjal, IFR and RCC, including:

  • The completion of the concurrent financing, in one or more tranches, for minimum aggregate gross proceeds of $35-million;
  • The completion, satisfaction or waiver of all conditions precedent to the RTO transaction in accordance with the definitive agreement between Kinjal and IFR entered on April 16, 2026, including, but not limited to, the completion of the consolidation of its issued and outstanding common shares on a 1:13 basis, to the satisfaction of the agents;
  • The receipt of all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the TSX Venture Exchange for the listing and the RTO transaction;
  • The resulting issuer securities issued in exchange for the Kinjal securities not being subject to any statutory or other hold period in Canada;
  • The representations and warranties of Kinjal and IFR contained in the agency agreement being true and accurate in all material respects, as if made on and as of the escrow release date;
  • Kinjal, IFR and the agents having delivered a joint notice and direction to the escrow agent, confirming that the conditions set forth in (a) to (e) above have been met or waived.

As a condition precedent to the execution by the agents of the joint notice and direction referred to above, the chief executive officer of each of Kinjal and IFR (or such other officers as may be acceptable to the agents, acting reasonably) will certify to the agents that the escrow release conditions (other than that set out above) have been satisfied.

If: (i) the satisfaction of the escrow release conditions does not occur on or prior to the escrow release deadline, or such other date as may be mutually agreed to in writing among Kinjal, IFR and the agents; or (ii) Kinjal or IFR has advised the agents or the public that it does not intend to proceed with the proposed Mexican asset transactions or the RTO transaction, as applicable, then all of the issued and outstanding subscription receipts shall be cancelled and the escrowed funds shall be used to pay holders of subscription receipts an amount equal to the issue price of the subscription receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon). If the escrowed funds are not sufficient to satisfy the aggregate purchase price paid for the then issued and outstanding subscription receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be the company's and IFR's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.

The Kinjal subscription receipts and Kinjal securities issued pursuant to the concurrent financing are subject to a four-month-and-one-day hold period from the later of: (i) the closing date; and (ii) Kinjal becoming a reporting issuer in any province or territory, provided that any such hold periods shall not be applicable upon completion of the RTO transaction and will become free-trading securities of the resulting issuer. The IFR subscription receipts and IFR securities issued pursuant to the closing of the second and final tranche of the concurrent financing are eligible for registered accounts in Canada, and will be subject to a hold period that expires on Dec. 1, 2026. In addition, Kinjal will use commercial reasonable efforts to obtain the necessary approvals to list the Kinjal warrants on the exchange. The closing of the second and final tranche of the concurrent financing by IFR is subject to final approval of the exchange.

Kinjal has received an investment as part of the concurrent financing from a strategic investor for $1.6-million. This investment is not subject to the escrow release conditions. The strategic investor will be solely at risk for such amount, without affecting other subscribers whose investment remain in the escrow account, in the unlikely event that the proposed Mexican asset transactions or RTO transaction is terminated.

In connection with the closing of the second and final tranche of the concurrent financing, the agents received a cash fee in the amount of $441,630 and Kinjal issued 552,038 non-transferable broker warrants equal to 7.0 per cent of the total number of subscription receipts sold under the concurrent financing. In addition, the agents received an advisory fee of $30,000 and 37,500 advisory broker warrants on the same terms as the broker warrants. Each broker warrant entitles the holder thereof to purchase one Kinjal unit at an exercise price of 80 cents per Kinjal unit for a period of 36 months following the satisfaction or waiver of the escrow release conditions (which Kinjal units would also be automatically exchanged pursuant to the RTO transaction).

Annual general and special meeting of IFR shareholders

The annual general and special meeting for IFR will be held on Aug. 31, 2026, to approve the RTO transaction.

Completion of the transaction is subject to a number of conditions, including, but not limited to, the exchange's acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of IFR should be considered highly speculative.

About Kinjal Corp.

Kinjal is a private oil and gas company incorporated under the laws of Ontario and focused on Mexican upstream oil and gas opportunities. Kinjal intends to pursue the proposed Mexican asset transactions described above.

About International Frontier Resources Corp.

International Frontier Resources is a Canadian publicly traded oil and gas company focused on the acquisition and development of energy assets. Through its Mexican subsidiary, Petro Frontera S.A.P.I. de C.V., IFR has been advancing petroleum and natural gas assets in Mexico.

IFR's shares are listed on the TSX-V under the symbol IFR.

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