Paleo Completes Acquisition of Oil and Gas Fintech Platform, EF Resources, Inc. and Announces Changes to the Board and Management

CALGARY, Alberta, June 16, 2020 (GLOBE NEWSWIRE) -- Paleo Resources, Inc. (“Paleo” or the “Corporation”) (TSX-V: PRE, OTCQB: PRIEF) announced today that, further to its news release dated December 23, 2019, it has completed the acquisition (the “Acquisition”) of EF Resources, Inc. (“EFR”), the owner of the EnergyFunders financial technology platform, subject to final approval of the TSX Venture Exchange. The Acquisition was completed pursuant to the terms of a merger agreement, whereby EFR merged with a US subsidiary of Paleo. Pursuant to the Acquisition, Paleo authorized the issuance of an aggregate of 86,547,774 common shares of Paleo to the former shareholders of EFR, representing 25% of the total issued and outstanding common shares of Paleo on a fully diluted basis, of which 77,892,997 shares have been issued and 8,654,777 shares are subject to a holdback in respect of certain representations and warranties provided in favor of Paleo pursuant to the merger agreement.

In addition, in connection with the Acquisition, Jeff Harder, the Chairman of EFR has been appointed as a director of Paleo and Casey Minshew, the Chief Executive Officer of EFR has been appointed as Chief Commercial Officer of Paleo.

Paleo also announced that, following the closing of the Acquisition, Mr. Roy Hudson resigned as Corporate Secretary and as a director of Paleo and Mr. Marc Rhoades resigned as Chief Operating Officer of Paleo. Paul Sewell has been appointed as a director and Corporate Secretary, and Kim Vo has been appointed Chief Financial Officer of the Corporation following the recent departure of CFO Steven Vucurevich. Paleo would like to thank Mr. Hudson, Mr. Rhoades and Mr. Vucurevich for their dedication and service to the Corporation.

Prior to and as a condition to the closing of the Acquisition, Paleo further amended the terms of the existing loans from each of Paleo Oil Company, LLC and Energy Reserve Capital LLC to its wholly-owned subsidiary, Paleo Resources (USA), Inc., subject to final approval of the TSX Venture Exchange. The maturity date of the loans has been extended to June 30, 2021, and all monthly payments of principal and interest are deferred until the maturity ‎date. All other terms of the loans remain unchanged. For further information regarding the loans, please refer to the Corporation’s news releases dated September 24, 2018, December 17, 2018 and June 5, 2019. Roger S. Braugh and Christopher J. Pettit, directors of Paleo, are a shareholder and trustee of a ‎shareholder, respectively, of Paleo Oil Company, LLC, the parent company of Energy Reserve Capital LLC. Paleo ‎has determined that exemptions from the various requirements of the TSX Venture Exchange Policy 5.9 ‎and Multilateral Instrument 61-101 are available in connection with the amendment to the loans (Formal ‎Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than ‎‎25% of Market Capitalization).‎

Roger S. Braugh Jr. Executive Chairman and interim CEO of Paleo, stated:

“We look forward to working with EnergyFunders towards the development of the industry’s next evolution in sourcing, funding and operating energy assets.”

Casey Minshew, CCO of Paleo and CEO of EnergyFunders, added:

“Technology platforms continue delivering innovative new approaches to traditional business models. Our team is excited to partner with visionaries like Paleo, that see the power of the EnergyFunders platform to change the landscape for oil and gas investing.”

Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Paleo Resources, Inc. is an oil and natural gas and mineral exploration company headquartered in Calgary, Alberta, with executive offices in Houston, Texas. The Corporation's common shares are listed on the TSX Venture Exchange under the trading symbol "PRE" and on the OTCQB as "PRIEF"

For further information please contact:

Thomas M. Crain, Jr.
President
Phone: 713-922-1219
Email: tom@paleoresources.com

Paleo Resources, Inc.
1980 Post Oak Blvd., Suite 1500
Houston, Texas 77056
Telephone: 713-360-4847

Forward Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. In particular, this news release contains forward-looking information regarding the business of Paleo and the Acquisition. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects Paleo's current beliefs and is based on information currently available to Paleo and on assumptions Paleo believes are reasonable. These assumptions include, but are not limited to: Paleo's current and initial understanding and analysis of its projects ‎and the exploration required for such projects; the ‎costs of exploration and drilling on Paleo's projects; Paleo's general ‎and administrative costs remaining constant; and the ‎market acceptance of Paleo's business strategy‎.

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 Paleo 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: volatility in market prices for oil and natural gas; constraints on sour gas production; the availability of commodity markets and third party equipment, infrastructure and services; liabilities inherent in oil and natural gas operations; uncertainties associated with estimating oil and natural gas reserves; geological, technical, drilling and processing availability, upsets or problems; 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; the actual results of future operations; competition; changes in legislation, including environmental legislation, affecting Paleo; 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 assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Paleo's disclosure documents on the SEDAR website at www.sedar.com. Although Paleo 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 Paleo as of the date of this news release and, accordingly, is subject to change after such date. However, Paleo 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.