|Bid||0.0200 x 0|
|Ask||0.0250 x 0|
|Day's Range||0.0200 - 0.0250|
|52 Week Range||0.0100 - 0.0400|
|Beta (5Y Monthly)||1.52|
|PE Ratio (TTM)||N/A|
|Earnings Date||Nov. 26, 2019|
|Forward Dividend & Yield||N/A (N/A)|
|1y Target Est||0.35|
CALGARY, Alberta, May 10, 2021 (GLOBE NEWSWIRE) -- International Frontier Resources Corporation (“IFR”) (TSX-V: IFR) is pleased to announce that it has entered into a non-binding Letter of Intent (“LOI”) dated May 3, 2021 with respect to a potential reverse takeover of IFR (the “Proposed Transaction”) by a private oil and gas company (“PrivateCo”). The final structure and terms of the Proposed Transaction have not yet been finalized and further details will be announced at a later date. The Proposed Transaction is an arm's length transaction. IFR also announced today a US$750,000 10% per annum secured convertible debenture (“Convertible Debenture”) private placement (the “CD Offering”) from PrivateCo, and an up to CDN$1,000,000 non-brokered common share private placement offering (“Common Share Offering”) at $0.025 per IFR common share (“Common Share”). Completion of the Proposed Transaction is subject to a number of conditions and other contingencies as set forth below in this news release and as set forth in the LOI, including, but not limited to: the negotiation and execution of a definitive agreement for the Proposed Transaction (the “Definitive Agreement”); any required approvals of relevant government authorities, determination of favourable tax structuring for the Proposed Transaction; TSX Venture Exchange (the “TSXV”) acceptance of the Proposed Transaction; satisfactory due diligence; board of director approval; shareholder consent; and other conditions typical for transactions of a similar nature. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the parties will execute the Definitive Agreement or that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of IFR should be considered highly speculative. The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release. RTO With PrivateCo The indicative terms of the LOI contemplate the following terms and conditions as part of the Proposed Transaction: That all of the common shares in the capital of PrivateCo will be purchased or exchanged for Common Shares of IFR at an exchange ratio determined for the Proposed TransactionPrior to the closing of the Proposed Transaction, IFR will complete a consolidation (the “Consolidation”) of its outstanding share capital at a rate yet to be determinedThat upon completion of the Proposed Transaction, the directors and officers of IFR will be replaced by nominees of PrivateCoRenaming of IFR and a change of the Ticker SymbolSubject to TSXV acceptance, IFR intends to complete a spin-out of IFR’s non-Mexican assets creating a new spin-out company (“SpinCo”) holding such assetsIFR or its wholly owned subsidiary Petro Frontera, S.A.P.I. de C.V. will have purchased all of the outstanding shares in the joint venture company, Tonalli Energia S.A.P.I. de C.V. (“Tonalli”) held by its joint venture partner, Grupo IDESA S.A. de C.V.Funding of the $US750,000 CD Offering will have been completedCompletion of a concurrent financing in relation to the Proposed Transaction in an expected range of US$20,000,000 to US$60,000,000Management, insiders, control persons, and such other persons entering into lock-ups to support the Proposed Transaction in an amount no less 30% of the outstanding IFR Common SharesThe Definitive Agreement will contemplate a break fee in the amount of $500,000 payable by IFR to PrivateCo upon the occurrence of certain events Further updates and particulars of the Proposed Transaction will be provided upon IFR and PrivateCo entering into a Definitive Agreement for the Proposed Transaction. US$750,000 10% Secured Convertible Debenture Offering Pursuant to the LOI and prior to the execution of a Definitive Agreement, subject to TSXV acceptance, IFR intends to complete the 10% per annum secured CD Offering for US$750,000 from PrivateCo. The net proceeds of the CD Offering is intended as bridge financing and will be used as follows: (a) drilling of a potential Tecolutla 12 well; (b) regulatory costs and contract license fees for Tecolutla; (c) IFR expenses related to the Proposed Transaction; and (d) IFR expenses related to the other transactions described in the LOI. The Convertible Debenture Offering is expected to close within two weeks of the execution of the LOI. The Convertible Debenture will have a 3 year term from the date of issuance (the “Maturity Date”) and will bear an interest rate of 10% per annum, calculated semi-annually, and payable on the Conversion Date (as defined below) or Maturity Date. The Convertible Debenture will be secured by a promissory note and a share pledge agreement, both in respect of the shares of Tonalli held by IFR or its subsidiaries. There will be no other security over the assets of IFR in relation to the Convertible Debenture. The Convertible Debenture will be convertible at PrivateCo’s option into post-Consolidation Common Shares of IFR (“Resulting Issuer Shares”) at any time prior to the Maturity Date at a conversion price equal to a 10% discount to the deemed price of the Resulting Issuer Shares on completion of the Proposed Transaction (the “Conversion Price”) provided that the minimum Conversion Price will equal $0.025 multiplied by the Consolidation ratio (being the number of pre-Consolidation Common Shares that will be exchanged for one post-Consolidation Common Share). At IFR’s Option, IFR may prepay without penalty the principal amount of the Convertible Debenture in cash or in Common Shares at the Conversion Price in whole or in part. If the Proposed Transaction does not close by October 1, 2021, or the LOI is Terminated, IFR has the option to satisfy all or a portion of the principal amount and accrued and unpaid interest under the Convertible Debenture by converting the same to services. Upon conversion of such principal and interest into services, IFR will have satisfied its obligations under the Convertible Debenture. CDN$1,000,000 Common Share Offering at $0.025 Per Common Share IFR announced today a non-brokered Common Share Offering for gross proceeds of up to $1,000,000 at a price of $0.025 per Common Share, subject to TSXV acceptance. The net proceeds from the Common Share Offering are expected to be used for: G&A Expenses including salaries with the remainder for general working capital purposes. The Common Share Offering will be completed pursuant to certain exemptions from the prospectus requirements under applicable securities laws. Subject to acceptance by IFR, in addition to other available exemption for the Common Share Offering, the Common Share Offering is open to all existing shareholders of IFR in reliance upon the prospectus exemption described in Alberta Securities Commission Rule 45-516 “Prospectus Exemptions For Retail Investors And Existing Security Holders” and set forth in the various corresponding blanket orders and rules in certain jurisdictions of Canada (the “Existing Shareholder Exemption”), subject to the terms and conditions therein. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. IFR has fixed May 6, 2021 as the record date for the purpose of determining existing shareholders of IFR who are entitled to participate in the Common Share Offering pursuant to the Existing Shareholder Exemption. Subscribers purchasing Common Shares under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that on or before the record date, they became a shareholder of IFR and that they continue to be a shareholder of IFR. In accordance with the requirements of the Existing Shareholder Exemption and Investment Dealer Exemption, IFR confirms there is no material fact or material change related to IFR which has not been generally disclosed. The closing of the Common Share Offering is expected to occur on or about June 4, 2021 and is subject to regulatory approval, including the approval of the TSXV. OTHER INFORMATION IN RESPECT OF THE CD OFFERING AND THE COMMON SHARE OFFERING The closings of the CD Offering and the Common Share Offering (collectively, the “Offerings”) are subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including TSXV acceptance. As such, there is no assurance that IFR will complete the Offerings as described above or at all. It is anticipated that the Offerings will be completed pursuant to certain exemptions from the prospectus requirement under applicable securities laws. The Offerings may be closed in one or more tranches. The Convertible Debenture and all of the Common Shares issued pursuant to the Offerings, and any securities into which the Convertible Debenture may be converted, are subject to resale restrictions imposed by applicable law or regulation, including a statutory hold period expiring four months and a day from the closing dates of the Offerings. It is not anticipated that any new insiders will be created, nor that any change of control will occur, as a result of the Offerings. Any participation by insiders of IFR in the Offerings will be on the same terms as arm’s length investors. Depending on market conditions, the gross proceeds of the Offerings could be increased or decreased. None of the securities issued in connection with the Offerings will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful. Shares for Debt Settlement In conjunction with the Common Share Offering, IFR has agreed to settle outstanding debt of $392,900 with certain officers and consultants of IFR by issuing 15,716,000 Common Shares of IFR at a deemed price of $0.025 per Common Share. The issuance of Common Shares in connection with the shares for debt settlement is subject to the approval of the TSXV. The Common Shares issued pursuant to the shares for debt settlement will be subject to a four-month and one day hold period in accordance with applicable securities legislation. Trading Halt Trading in IFR’s Common Shares on the TSXV is halted and will remain halted until the documentation required by the TSXV in relation to the Proposed Transaction has been reviewed and accepted by the TSXV. About International Frontier ResourcesInternational 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, Alberta and Montana. IFR’s shares are listed on the TSX Venture, trading under the symbol IFR. For additional information please visit www.internationalfrontier.com. For further information Steve Hanson – President and CEO or Tony Kinnon – Chairman(403) 215-2780 (403) email@example.com firstname.lastname@example.org Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility or accuracy of this release. 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 Harbor.
CALGARY, Alberta, Dec. 10, 2020 (GLOBE NEWSWIRE) -- International Frontier Resources Corporation (“IFR” or the “Company”) (TSX-V: IFR), is pleased to announce that IFR and Tonalli Energia (“Tonalli”), a joint venture between Mexican petrochemical leader Grupo Idesa and IFR, (“IFR Group”), have signed a Letter of Intent with Simmons Edeco, a Canadian based oilfield services corporation and its financing affiliates (“Simmons”). The investment is set out in two Tranches, of $1,000,000 USD and up to $6,000,000 USD which are subject to certain conditions being met. Proposed Terms of the TransactionTranche A FinancingUnder the terms of the Tranche A Letter of Intent, it is anticipated that the parties will enter into a binding agreement (the “Definitive Agreement”) pursuant to which Simmons will contribute $1,000,000 USD for development capital at Tonalli’s Tecolutla block in the state of Veracruz Mexico. The estimated total capital required for the TEC-12 work program is estimated to be $1,500,000 USD.As consideration for the Investment, IFR Group will grant to Simmons, a pre-payout royalty from revenue generated from the Tecolutla block. After payout has been satisfied, a reduced royalty on existing production will be payable for the life of the field.Tranche B FinancingUnder the terms of the Tranche B Letter of Intent, the parties are interested in exploring and negotiating a business agreement pursuant to which Simmons would provide financial and service support in an amount of up to $6,000,000 USD to IFR Group to fund drilling and development work based on the acquisition of interests in additional onshore oil and gas blocks in Mexico. The Tranche B Financing is intended to be negotiated and structured in a manner that allows the IFR Group to draw on available funds to cover these costs.Conditions of the TransactionCompletion of the proposed Transactions is subject to (i) completion of due diligence where Simmons will conduct financial, geological and operational due diligence and (ii) execution of the Definitive Agreement. All parties will endeavor to complete the requisite due diligence and definitive agreements such that drilling activities can commence at Tecolutla within Q1 2021 in accordance with the terms of Tranche A Letter of Intent.Simmons and the IFR Group will enter into a services agreement pursuant to which Simmons will provide drilling services from its fleet of fully equipped rigs, as well as other services already operating in Mexico, required for the work at Tecolutla.Simmons previously provided drilling services to IFR's Mexican joint venture Tonalli Energia and has been providing onshore drilling services in Mexico since 2015. As a qualified operator under Mexican regulations, Tonalli Energia has a proven track record and is focused on expanding its opportunities in the upstream and midstream oil and gas sector.About Simmons EdecoFor nearly six decades, with headquarters in Calgary, Alberta Canada, SIMMONS EDECO is a privately-owned oilfield service company providing services to an international customer base of major oil companies and large independent producers around the world. SIMMONS EDECO primarily focuses on onshore drilling, workover and completion services. SIMMONS EDECO provides customer financing through affiliate companies.About International Frontier ResourcesInternational 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.The Company’s shares are listed on the TSX Venture, trading under the symbol IFR. For additional information please visit www.internationalfrontier.com.For further information Steve Hanson – President and CEOorTony Kinnon – Chairman (403) 215-2780 (403) 215-2780 email@example.com firstname.lastname@example.org 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 relating to the Company's plans, strategy, business model, focus, objectives and other aspects of IFR's anticipated future operations and financial, operating and drilling and development plans and results, including, expected future production, production mix, reserves, drilling inventory, net debt, cash flow, operating netbacks, decline rate and decline profile, product mix, capital expenditure program, capital efficiencies, commodity prices, tax pools and targeted growth. In addition, and without limiting the generality of the foregoing, this press release contains forward‐looking information regarding: anticipated cost savings and operational efficiencies; anticipated capital cost estimations; the focus and allocation of IFR's 2019 capital budget; anticipated production rates, available free cash flow, management's view of the characteristics and quality of the opportunities available to the Company; and other matters ancillary or incidental to the foregoing.Forward‐looking information typically uses words such as "anticipate", "believe", "project", "target", "guidance", "expect", "goal", "plan”, "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future. The forward‐looking information is based on certain key expectations and assumptions made by IFR's management, including expectations concerning prevailing commodity prices, exchange rates, interest rates, applicable royalty rates and tax laws; capital efficiencies; decline rates; future production rates and estimates of operating costs; performance of existing and future wells; reserve and resource volumes; anticipated timing and results of capital expenditures; the success obtained in drilling new wells; the sufficiency of budgeted capital expenditures in carrying out planned activities; the timing, location and extent of future drilling operations; the state of the economy and the exploration and production business; results of operations; performance; business prospects and opportunities; the availability and cost of financing, labour and services; the impact of increasing competition; ability to market oil and natural gas successfully and IFR's ability to access capital.Statements relating to "reserves" are also deemed to be forward looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and that the reserves can be profitably produced in the future.Although the Company believes that the expectations and assumptions on which such forward‐looking information is based are reasonable, undue reliance should not be placed on the forward‐looking information because IFR can give no assurance that they will prove to be correct. Since forward‐looking information addresses future events and conditions, by its very nature they involve inherent risks and uncertainties. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward‐looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward‐looking information will transpire or occur, or if any of them do so, what benefits that the Company will derive there from. Management has included the above summary of assumptions and risks related to forward‐looking information provided in this press release in order to provide security holders with a more complete perspective on IFR’s future operations and such information may not be appropriate for other purposes.Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other factors that could affect IFR's operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).These forward‐looking statements are made as of the date of this press release and IFR disclaims any intent or obligation to update publicly any forward‐looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.“Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility or accuracy of this release”. The Company seeks Safe Harbor.