CALGARY, Alberta, July 13, 2021 (GLOBE NEWSWIRE) — International Frontier Resources Corporation (“IFR” or the “Company”) (TSX-V: IFR) (OTCQB: IFRTF) is pleased to announce that it has closed a second and final tranche of its previously announced non-brokered private placement financing (see news releases dated May 10, 2021 and June 14, 2021). The Company has issued 9,285,500 shares at a price of $0.025 per common share for aggregate gross proceeds of $232,138. With the closing of the second tranche, the Company has raised a total of $1,000,000.
The private placement is subject to final acceptance from the TSX Venture Exchange. The net proceeds from the Common Share Offering will be used for general working capital purposes. The common shares issued pursuant to the offering are subject to a hold period that expires on November 12, 2021. There were no finders fees paid in connection with this second tranche of the offering.
The Company also announces that further to its news release dated May 10, 2021 it has settled an outstanding indebtedness with certain officers and consultants of IFR (the “Shares for Debt Settlement”) through the issuance of common shares of the Company after final approval by the TSX Venture Exchange. Pursuant to the Shares for Debt Settlement, the Company has issued a total of 15,716,000 commons shares at a deemed price of $0.025 per share in satisfaction of outstanding amounts of $392,900. The common shares issued pursuant to the Shares for Debt Settlement will be subject to a hold period that expires on November 12, 2021.
As certain insiders participated in the Shares for Debt Settlement, it may be considered a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders In Special Transactions (“MI 61-101”) and the TSXV. The Company is relying on the exemptions from the formal valuation and the minority shareholder approval requirements of MI-61-101 contained in section 5.5 (a) and Section 5.7 (1)(a) as the fair market value of the common shares being issued to insiders in connection with the Shares for Debt Settlement does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Issuance will not result in a new Control Person, and subsequent to the Issuance, the Company will have 299,107,939 common shares outstanding.
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 and Montana.
IFR’s shares are listed on the TSX Venture, trading under the symbol IFR. For additional information please visit www.internationalfrontier.com.
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Forward Looking Statements
This press release contains forward‐looking statements and forward‐looking information (collectively “forward‐looking information“) within the meaning of applicable securities laws. All statements, other than statements of historical fact, included herein are forward-looking information. In addition, and without limiting the generality of the foregoing, this news release contains forward‐looking information regarding: the Proposed Transaction, including the potential finalization and structuring of the Proposed Transaction and the potential terms and conditions in relation to the Proposed Transaction; the potential execution of a Definitive Agreement in relation to the Proposed Transaction and the terms and conditions of such Definitive Agreement; the required approvals for the Proposed Transaction, including TSXV acceptance, and regulatory, director and shareholder approvals of the Proposed Transaction; the potential issuance of Common Shares in relation to the Proposed Transaction; the potential Consolidation, change of management, name change, change of ticker symbol and the US$20,000,000 to $US60,000,000 concurrent financing in relation to the Proposed Transaction; the potential spin-out; the potential purchase of Tonalli shares; the potential Offerings including, the potential subscriber in the CD Offering, the use of proceeds of the Offerings, the anticipated closing date of the CD Offering, the approval required for the Offerings, including TSXV acceptance of the CD Offering, and the size of the Common Share Offering, the potential conversion of the Convertible Debenture into services; and the potential shares for debt settlement.
There can be no assurance that such forward-looking information will prove to be accurate. Actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects IFR’s current beliefs and is based on information currently available to IFR and on assumptions IFR believes are reasonable. These assumptions include, but are not limited to: the execution of a Definitive Agreement, the completion of satisfactory due diligence by IFR and PrivateCo in relation to the Proposed Transaction; satisfactory tax structuring of the Proposed Transaction; the satisfactory fulfilment of all of the conditions precedent to the Proposed Transaction; the receipt of all required approvals for the Proposed Transaction including director and shareholder approvals of both IFR and PrivateCo, TSXV acceptance and other regulatory approvals; the issuance of the Common Shares in relation to the Proposed Transaction and the purchase of the Tonalli shares; market acceptance of the Proposed Transaction, the Consolidation, the spin-out and the concurrent financing, and completion of the same; the value of PrivateCo in relation to the Proposed Transaction; the underlying value of IFR and its Common Shares; market acceptance of the Offerings; TSXV acceptance of the Offerings; and expectations concerning prevailing commodity prices, exchange rates, interest rates, applicable royalty rates and tax laws.
Forward looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of IFR, and the potential completion of the Proposed Transaction, to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals, including TSXV acceptance; the actual results of future operations; general economic, political, market and business conditions; risks inherent in oil and natural gas operations; fluctuations in the price of oil and natural gas, interest and exchange rates; the risks of the oil and gas industry, such as operational risks and market demand; governmental regulation of the oil and gas industry, including environmental regulation; actions taken by governmental authorities, including increases in taxes and changes in government regulations and incentive programs; geological, technical, drilling and processing problems; the uncertainty of reserves estimates and reserves life; unanticipated operating events which could reduce production or cause production to be shut-in or delayed; hazards such as fire, explosion, blowouts, cratering, and spills, each of which could result in substantial damage to wells, production facilities, other property and the environment or in personal injury; encountering unexpected formations or pressures, premature decline of reservoirs and the invasion of water into producing formations; failure to obtain industry partner and other third party consents and approvals, as and when required; competition; the timing and availability of external financing on acceptable terms; and lack of qualified, skilled labour or loss of key individuals. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in IFR’s disclosure documents on the SEDAR website at www.sedar.com. Although IFR has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur.
Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of IFR as of the date of this news release and, accordingly, is subject to change after such date. However, IFR expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
IFR seeks Safe Harbour.