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
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 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) 215-2780 |
shanson@internationalfrontier.com |
|
tkinnon@internationalfrontier.com |
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.
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