NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
SHERMAN OAKS, Calif., Feb. 13, 2019 (GLOBE NEWSWIRE) -- Petroteq Energy Inc. (“Petroteq” or the “Company”) (TSXV:PQE; OTC:PQEFF; FSE: PQCF), a fully integrated oil and gas company, announces the following:
The Company is pleased to announce a proposed private placement with three arm’s length subscribers of up to 7,242,424 common shares of the Company at US$0.33 per share for gross proceeds of US$2,390,000.
The Company also proposes to issue 571,442 common shares in satisfaction of US$228,578 of accrued and unpaid sitting fees to December 31, 2018 currently owed to its five directors and Corporate Secretary. The individuals and the Company determined to satisfy the foregoing indebtedness with securities in order to preserve the Company’s cash for use on its extraction technology in Asphalt Ridge, Utah and for working capital.
The Company is also pleased to announce the intention to complete a private placement with Mr. David Sealock, the Chief Executive Officer of the Company, of 62,500 common shares at US$0.40 per share for gross proceeds of US$25,000.
"Along with our shareholders, I fully recognize the quality and long-term potential of Petroteq Energy," said David Sealock, Chief Executive Officer. "During my term at Petroteq, I have had the opportunity to engage meaningfully with a significant number of our shareholders. We certainly appreciate their ongoing support and feedback on the strengths and opportunities for the Company and we remain focused on executing our strategic vision to unlock value from our world class resource on behalf of our shareholders."
The shares for debt transactions and the investment by Mr. Sealock are “related party transactions” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transactions are exempt from the formal valuation approval requirements of MI 61-101 since none of the securities of the Company are listed on a prescribed stock exchange. The proposed transactions are exempt from the minority shareholder approval requirements of MI 61-101 since, at the time the transactions were agreed to, neither the fair market value of the transactions nor the fair market value of the consideration for the transactions, insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization.
The Company has agreed to complete shares for debt transactions, pursuant to which it will issue an aggregate of 550,241 common shares in satisfaction of US$238,000 of indebtedness currently owed to three arm’s length service providers (US$40,000 at US$0.36 per share, US$42,000 at US$0.42 per share and US$156,000 at US$0.46 per share). The Company determined to satisfy the indebtedness with common shares in order to preserve the Company’s cash for use on its extraction technology in Asphalt Ridge, Utah and for working capital.
The net proceeds of the private placements will be used by the Company for use on its extraction technology in Utah and for working capital. All of the above noted issuances of securities are subject to execution of definitive agreements, acceptance by the TSX Venture Exchange, and approval by the directors of the Company. All securities issued pursuant to the above-noted private placements will be subject to a four-month hold period.
The Company also announces the closing of a private placement with an arm’s length subscriber of 147,058 units at US$0.37 per unit for gross proceeds of US$50,000, with each unit consisting of one common share and one warrant, with each warrant entitling the holder thereof to acquire an additional common share at US$0.37 per share until the expiration of 12 months from the date of issuance of the units. The net proceeds of the financing will be used by the Company for use on its extraction technology in Utah and for working capital. All securities issued pursuant to the financing are subject to a four-month hold period.
About Petroteq Energy Inc.
Petroteq is a fully integrated oil and gas company focused on the development and implementation of a new proprietary technology for oil extraction. The Company has an environmentally safe and sustainable technology for the extraction of heavy oils from oil sands, oil shale deposits and shallow oil deposits. Petroteq is engaged in the development and implementation of its patented environmentally friendly heavy oil processing and extraction technologies. Our proprietary process produces zero greenhouse gas, zero waste and requires no high temperatures. Petroteq is currently focused on developing its oil sands resources and expanding production capacity at its Asphalt Ridge heavy oil extraction facility located near Vernal, Utah. For more information, visit www.Petroteq.energy.
Certain statements contained in this press release contain forward-looking statements within the meaning of the U.S. and Canadian securities laws. Words such as “may,” “would,” “could,” “should,” “potential,” “will,” “seek,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “expect” and similar expressions as they relate to the Company, including: closing of the above noted transactions; and the Company successfully developing block chain technology for the oil and gas industry and the anticipated benefits of such technology, are intended to identify forward-looking information. Readers are cautioned that there is no certainty that it will be commercially viable to produce any portion of the resources. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company’s current views and intentions with respect to future events, based on information available to the Company, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information, including: execution of definitive agreements; director approval; TSX Venture Exchange approval; closing conditions being met, including receipt of subscription proceeds. While forward-looking statements are based on data, assumptions and analyses that the Company believes are reasonable under the circumstances, whether actual results, performance or developments will meet the Company’s expectations and predictions depends on a number of risks and uncertainties that could cause the actual results, performance and financial condition of the Company to differ materially from its expectations. Certain of the “risk factors” that could cause actual results to differ materially from the Company’s forward-looking statements in this press release include, without limitation, uncertainties inherent in the estimation of resources, including whether any reserves will ever be attributed to the Company’s properties; since the Company’s extraction technology is proprietary, is not widely used in the industry, and has not been used in consistent commercial production, the Company’s bitumen resources are classified as a contingent resource because they are not currently considered to be commercially recoverable; full scale commercial production may engender public opposition; the Company cannot be certain that its heavy oil and bitumen resources will be economically producible and thus cannot be classified as proved or probable reserves in accordance with applicable securities laws; changes in laws or regulations; the ability to implement business strategies or to pursue business opportunities, whether for economic or other reasons; status of the world oil markets, oil prices and price volatility; oil pricing; state of capital markets and ability of the Company to raise capital; litigation; the commercial and economic viability of the Company’s oil sands hydrocarbon extraction technology and other proprietary technologies developed or licensed by the Company or its subsidiaries, which currently are experimental nature and have not been used at full capacity for an extended period of time; reliance on suppliers, contractors, consultants and key personnel; the ability of the Company to maintain its mineral lease holdings; potential failure of the Company’s business plans or model; the nature of oil and gas production and oil sands mining, extraction and production; uncertainties in exploration and drilling for oil, gas and other hydrocarbon-bearing substances; unanticipated costs and expenses, availability of financing and other capital; potential damage to or destruction of property, loss of life and environmental damage; risks associated with compliance with environmental protection laws and regulations; uninsurable or uninsured risks; potential conflicts of interest of officers and directors; and other general economic, market and business conditions and factors, including the risk factors discussed or referred to in the Company’s disclosure documents filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com.
Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release, and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Petroteq Energy Inc.
Tel: (800) 979-1897