02:08:57 EDT Thu 16 May 2024
Enter Symbol
or Name
USA
CA



Pulse Oil Corp
Symbol PUL
Shares Issued 519,554,714
Close 2023-12-05 C$ 0.04
Market Cap C$ 20,782,189
Recent Sedar Documents

Pulse Oil arranges $4.15-million rights offering

2023-12-07 19:40 ET - News Release

Mr. Garth Johnson reports

PULSE OIL CORP. ANNOUNCES RIGHTS OFFERING TO RAISE $4,156,000 AND PROVIDES OPERATIONS UPDATE

Pulse Oil Corp. is offering rights to holders of its common shares of record at the close of business on Dec. 15, 2023. Pursuant to the rights offering, each holder of common shares will receive one-fifth of a transferable right for each common share held of Pulse Oil as of the record date. Each whole right will entitle the holder thereof to subscribe for one common share at a price of four cents per common share until 2 p.m. Pacific Time on Jan. 12, 2024. If the rights are fully exercised, the rights offering will raise gross proceeds of $4,156,000.

The rights will be offered to shareholders resident in each province and territory of Canada and shareholders who have satisfied the requirements of Pulse Oil for those resident outside of the eligible jurisdictions. Accordingly, and subject to the detailed provisions of the right offering circular dated Dec. 7, 2023, rights certificates will not be mailed to shareholders resident outside of the eligible jurisdictions, unless such shareholders are able to establish to the satisfaction of Pulse Oil, on or before Dec. 29, 2023, that they are eligible to participate in the rights offering. Shareholders who fully exercise their rights will be entitled to subscribe pro rata for common shares not otherwise subscribed for by other holders of rights prior to the expiry time, if any, pursuant to the basic subscription privilege.

Standby commitment agreement

In connection with the rights offering, Pulse Oil has entered into standby commitment agreements with CDN Trustee Limited TR CDN Trust and Andrew Ritchie TR AJ Trust No. 2, insiders of Pulse Oil currently owning 13.28 per cent and 15.40 per cent, respectively, of Pulse Oil's common shares. The standby purchasers have agreed, subject to certain terms and conditions, to exercise their basic subscription privilege in respect of any rights they hold and, in addition thereto, acquire any additional common shares available as a result of any unexercised rights under the rights offering such that Pulse Oil will, subject to the terms of the standby commitment agreement, be guaranteed to issue 98 million common shares in connection with the rights offering for aggregate gross proceeds of $3.92-million. The standby commitment is being guaranteed by CDN Trustee Limited TR CDN Trust in the amount of $2.18-million and Andrew Ritchie TR AJ Trust No. 2 in the amount of $1.74-million, and has been approved by the independent directors of the company. As consideration for the standby commitment, the company has agreed to issue non-transferable bonus warrants to the standby purchasers (being 25 per cent of the amount of the standby commitment exceeding the basic subscription privilege). Each standby commitment warrant will be exercisable for 60 months from the date of issuance into one common share at a price of five cents per share. CDN Trustee Limited TR CDN Trust and Andrew Ritchie TR AJ Trust No. 2 have undertaken not to exercise their standby commitment warrants if to do so would result in its beneficial shareholdings of Pulse Oil exceeding 20 per cent unless Pulse Oil disinterested shareholder approval to the same has been obtained.

Each of the standby purchasers and standby guarantors is a related party of Pulse Oil under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) because CDN Trustee Limited TR CDN Trust and Andrew Ritchie TR AJ Trust No. 2 each exercise control and direction over more than 10 per cent of the issued and outstanding common shares. The rights offering is not subject to the related-party rules under MI 61-101 based on a prescribed exception related to rights offerings. With respect to the issuance of the standby commitment warrants to the standby purchasers, Pulse Oil is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) thereof on the basis that common shares are listed only on the TSX Venture Exchange and, at the time the standby commitment agreements were entered into, neither the fair market value of the standby commitment warrants, nor the fair market value of the consideration for standby commitment warrants exceeded 25 per cent of Pulse Oil's market capitalization, respectively.

Early warning disclosure

CDN Trustee Limited TR CDN Trust and Andrew Ritchie TR AJ Trust No. 2 are providing the following additional information pursuant to the early warning requirements of applicable Canadian securities laws.

CDN Trustee Limited TR CDN Trust

Prior to the entering into of the standby commitment agreements, CDN Trustee Limited TR CDN Trust beneficially owned an aggregate of 69 million common shares, representing approximately 13.28 per cent of the issued and outstanding common shares. Patrick Harrison, a director of Pulse Oil, is a director of the corporate trustee of CDN Trustee Limited TR CDN Trust. Assuming none of the holders of rights (other than the standby purchasers) take up their basic subscription privilege and the standby purchasers provide their respective standby commitment in full, CDN Trustee Limited TR CDN Trust would acquire an aggregate of 54.5 million common shares in connection with the rights offering and 10,175,000 standby commitment warrants in connection with the standby commitment. Following closing of the rights offering, CDN Trustee Limited TR CDN Trust would beneficially own an aggregate of 123.5 million common shares, which would represent approximately 19.9982 per cent of the issued and outstanding common shares. In addition, if CDN Trustee Limited TR CDN Trust exercises its standby commitment warrants and all other common share purchase rights, options and other rights to acquire common shares held by it, it would own 133,675,000 common shares or approximately 21.29 per cent.

The common shares are being acquired for investment purposes. CDN Trustee Limited TR CDN Trust may, from time to time, acquire additional securities, dispose of some or all of the existing or additional securities, or continue to hold the securities of Pulse Oil.

Andrew Ritchie TR AJ Trust No. 2

Prior to the entering into of the standby commitment agreements, Andrew Ritchie TR AJ Trust No. 2 beneficially owned an aggregate of 80 million common shares, representing approximately 15.40 per cent of the issued and outstanding common shares. Assuming none of the holders of rights (other than the standby purchasers) take up their basic subscription privilege and the standby purchasers provide their standby commitment in full, Andrew Ritchie TR AJ Trust No. 2 would acquire an aggregate of 43.5 million common shares, in connection with the rights offering and 6,875,000 standby commitment warrants in connection with the standby commitment. Following closing of the rights offering, Andrew Ritchie TR AJ Trust No. 2 would beneficially own an aggregate of 123.5 million common shares, which would represent approximately 19.9982 per cent of the issued and outstanding common shares. In addition, if Andrew Ritchie TR AJ Trust No. 2 exercises its standby commitment warrants and all other common share purchase rights, options and other rights to acquire common shares held by it, it would own 130,375,000 common shares or approximately 20.88 per cent.

The common shares are being acquired for investment purposes. Andrew Ritchie TR AJ Trust No. 2 may, from time to time, acquire additional securities, dispose of some or all of the existing or additional securities, or continue to hold the securities of Pulse Oil.

Pulse Oil understands that certain directors and officers of Pulse Oil who own common shares may intend to exercise their rights to purchase common shares under the rights offering.

Operational update

The net proceeds from the rights offering will primarily be used on the first of two 100-per-cent-owned Bigoray Nisku pinnacle reefs by financing growth opportunities within Pulse Oil's Bigoray enhanced oil recovery project that Pulse Oil believes will result in significant production, cash flow and oil reserve growth for many years.

Pulse Oil has recently completed an extensive technical analysis and update of its EOR program that consisted of retaining an experienced and independent reservoir engineer to update Pulse Oil's EOR reservoir modelling on the Nisku D and E pinnacle reefs that was initially completed by Schlumberger International in 2018.

During this recent technical analysis, Pulse Oil was excited to learn that within the Nisku D pool, there is an additional opportunity to increase the efficiency of the EOR for incremental oil and gas production. The updated reservoir modelling indicated that a part of the Nisku D reef was not swept efficiently by the water flood that was completed prior to Pulse Oil acquiring the Bigoray project. Pulse Oil intends to continue the solvent flood currently under way while also adding a water flooding project to be conducted over the next 12 to 18 months, and then adding a second solvent injection well after the water flood is complete, to work in combination with Pulse Oil's current solvent injection well in the D pool.

Reservoir engineering has also concluded that there is potential for strong incremental production growth and stable production over the first five years of production and then declining over the next 20 years.

In addition, the EOR modelling update offered other opportunities for Pulse Oil to enhance production growth and ultimate recovery of oil and gas within the Bigoray EOR project.

Specifically, the proceeds of this offering will allow Pulse Oil to do the following:

  1. Work over and stimulate one Bigoray well located in the Nisku E pool to place the well on production;
  2. Drill and complete one new vertical well within the Bigoray Nisku D pool to increase Pulse Oil's oil and gas production immediately, while also adding an EOR production well in an ideal location within the Nisku D pool, expediting production growth from Pulse Oil's existing EOR program;
  3. Continued solvent injection into the Nisku D pool.

Pulse Oil believes that the resultant cash flow from the above operations will allow Pulse Oil to expand the EOR operational plan as follows:

  1. Drill a new horizontal well near the newly water flooded section and completing the well with sliding sleeve technology that will allow for expedited production growth during the EOR program;
  2. Drill a new vertical production well ideally located within the Nisku D pool to maximize production rates and increase ultimate oil recovery within the pool;
  3. Convert a third well in the Nisku D pool to a solvent injection well to enhance solvent injection.

The rights offering is subject to regulatory approval, including the final approval of the TSX Venture Exchange.

Complete details of the rights offering are set out in the circular and the rights offering notice, which are filed under Pulse Oil's profile at SEDAR+. Registered shareholders who wish to exercise their rights must complete and forward the rights certificate, together with applicable funds, to Computershare Investor Services Inc., the depositary for the rights offering, on or before the expiry time of the rights offering. Shareholders who own their common shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.

Pulse Oil's chief executive officer, Garth Johnson, commented: "The work our team has done has created a lot of excitement for Pulse's future. We have a technically supported, well-thought-out operational plan to enhance near-term production while also expediting our Bigoray EOR project. We will update all shareholders soon as specific operations get under way. We thank all our shareholders for their continued support and patience as we have worked through the initial challenges over the past year during the start-up of our solvent injection process. We are happy to have achieved consistent injection rates for the last couple of months, and we have a plan to increase those injection rates soon."

Pulse Oil is a Canadian company incorporated under the Business Corporations Act (Alberta) that is primarily focused on a 100-per-cent-working-interest enhanced oil project located in west-central Alberta, Canada. The project includes two established Nisku pinnacle reef reservoirs that have been producing sweet light crude oil for over 40 years. The company plans to institute a proven recovery methodology (natural gas liquids solvent injection) to further enhance the ultimate oil recovery from these two proven pools. With under 10 million barrels of oil recovered to date and representing approximately 30-per-cent recovery factor from the pools, Pulse Oil is moving forward to execute the EOR project and unlock significant value for shareholders. Pulse Oil's total reclamation liabilities are just $2.96-million, which, when compared with many peers in the industry in Western Canada, is very low.

We seek Safe Harbor.

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