CALGARY, AB--(Marketwired - September 09, 2016) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Front Range Resources Ltd. (the "Company") (TSX VENTURE: FRK) reports that it has filed an amended and restated preliminary short form prospectus in connection with a proposed offering of up to $20 million of common shares of the Corporation ("Common Shares") at a price of $0.70 per Common Share, of which up to $7 million of Common Shares may be issued as "flow-through shares" within the meaning of the Income Tax Act (Canada) ("Flow-Through Shares") at a price of $0.81 per Flow-Through Share (the "Offering"). The Offering will be led by Sprott Private Wealth LP and include GMP Securities L.P. (the "Agents") and will be sold on a "commercially reasonable efforts" basis. The Agents will receive a cash commission equal to 5.0% of the gross proceeds raised under the Offering.
In conjunction with the Offering, the Company may issue to certain directors, officers, employees and shareholders of the Company, along with certain other subscribers, on a non-brokered basis (the "Concurrent Private Placement"), Common Shares at a price of $0.70 per Common Share and/or Flow-Through Shares at a price of $0.81 per Flow-Through Share, provided that the combination of Common Shares and Flow-Through Shares sold pursuant to the Concurrent Private Placement does not exceed $2 million. The Common Shares and Flow-Through Shares issued in connection with the Concurrent Private Placement will be subject to a statutory hold period of four months plus one day from the date of completion of the Concurrent Private Placement, in accordance with applicable securities legislation. In certain circumstances, the Company may pay finder's fees on a portion of the Concurrent Private Placement in cash in accordance with applicable law and the policies of the TSX Venture Exchange (the "TSXV").
Assuming completion of the maximum amount under the Offering and the Concurrent Private Placement (collectively, the "Financings"), the aggregate gross proceeds from the Financings will be $22 million. The gross proceeds from the sale of Flow-Through Shares issued pursuant to the Financings will be used by the Company, pursuant to the provisions of the Income Tax Act (Canada), to incur eligible Canadian exploration expenses ("Qualifying Expenditures") after the closing date and prior to December 31, 2017. The Company will renounce the Qualifying Expenditures to subscribers of the Flow-Through Shares for the year ended December 31, 2016. Assuming completion of the maximum amount under the Financings, the net proceeds from the Financings will be used by the Company to fund the drilling and completion of a Montney horizontal exploration well (100% working interest) in the fourth quarter of 2016, a Montney horizontal development well (100% working interest) in the first quarter of 2017, and for general working capital purposes. Both well locations are within the Company's 100% interest, 26-section (16,640 net acres) Pepper acreage block in West Central Alberta.
The Common Shares and the Flow-Through Shares to be issued pursuant to the Offering will be distributed by way of short form prospectus in the provinces of British Columbia, Alberta, Saskatchewan and Ontario and certain other jurisdictions as may be agreed to by the Company.
Completion of the Financings is subject to certain conditions including the receipt of all necessary regulatory approvals, including the approval of the TSXV. The Offering and the Concurrent Private Placement are expected to close concurrently on or about September 22, 2016.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Further information relating to the Company is also available on its website at www.frrl.ca.
ADVISORY ON FORWARD-LOOKING STATEMENTS:
This press release contains forward-looking statements and forward-looking information (collectively "forward-looking statements") within the meaning of applicable securities laws. In particular and without limitation, this news release contains forward-looking statements concerning: completion of the Financings and the timing thereof; the size of the Financings, the expectation that certain directors, officers employees and shareholders of the Corporation and certain other subscribers will participate in the Concurrent Private Placement; the payment of finder's fees on a portion of the Concurrent Private Placement; and the timing and use of proceeds of the Financings. Forward-looking statements typically uses words such as "anticipate", "believe", "project", "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.
Forward-looking statements are based on a number of material factors, expectations or assumptions of the Company which have been used to develop such statements and information but which may prove to be incorrect, including the satisfaction of all conditions to the closing of the Financings and on the time frames contemplated. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties, including but not limited to: failure to obtain, in a timely manner, regulatory, stock exchange and other required approvals in connection with the Financings. Additional information regarding some of these risks, expectations, assumptions and other factors may be found in the Company's Annual Information Form and Management's Discussion and Analysis prepared for the year ended December 31, 2015. The reader is cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.