CALGARY, ALBERTA--(Marketwired - Dec. 21, 2016) -
THIS PRESS RELEASE IS NOT TO BE DISTRIBUTED TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
Jaguar Resources Inc. (TSX VENTURE:JRI) ("Jaguar" or the "Company") is pleased to announce that the non-brokered private placement previously announced on May 31, 2016 has been increased to raise $34 million in total equity proceeds.
In advance of closing of the non-brokered private placement, the Company received unanimous approval from its Board of Directors to completed a reverse share split of the issued and outstanding common shares at a ratio of 10 old common shares for each new common share held. Current outstanding shares consist of 84,405,538 and upon completion of the reserve share split the corporation will have approximately 8,440,554 common shares.
Increased Size of Private Placement
After the consolidation of its common shares outstanding, Jaguar intends to raise $22,000,000 through the issuance of 18,333,333 common shares of the Company ("Common Shares") at $1.20 per common share, $10,000,000 through the issuance of 7,575,757 Canadian Exploration Expenditures ("CEE") flow through shares at a price of $1.32 per CEE flow through share, and $2,000,000 through the issuance of 1,562,500 Canadian Development Expenditures ("CDE") flow through shares at a price of $1.28 per CDE flow through share (collectively, the "Placement"). The Company retains an over allotment option to increase the size of the Placement by 15% for 30 days. The Placement is subject to the approval of the TSX Venture Exchange. A finder's fees will be payable on a portion of the private placement. All securities issued will be subject to a four-month hold period from the date of closing.
The Company announces the issuance of 83,333 common shares (Shares) to a consultant pursuant to contractual arrangements, and to settle a certain debt of the Company owed to such consultant at a deemed price of $0.12 per Share representing in aggregate $9,999.96 (the Debt Repayment). The total Company's shares for debt issuance in August, including the 83,333 common shares, is 10,974,462 shares.
Reinstatement to Trade
The Cease Trade Order, issued May 6, 2015 by the Alberta Securities Commission was revoked on March 15, 2016. Subsequently the Company has addressed compliance and corporate governance concerns, primarily pertaining to related party transactions as part of the Exchange's reinstatement to trade review process. This included implementing policies and procedures for corporate governance, compensation and disclosure. The securities of the company will be reinstated to trade at the open on December 23, 2016.
Related Party Loan Agreement
The Company has entered in to a loan agreement with Corbin Blume for the $150,000, issued on June 13, 2014. The loan will be paid back at an interest rate of Royal Bank of Canada Prime rate plus (3%) three percent annually. The loan will be paid back on or before March 15, 2017.
Appointments to Board of Directors / Advisory Team
The Board of Directors of the Company (the "Board") are pleased to announce, effective January 9, 2017, Mr. John Hogg (P. Geo.) will be joining the Company as its new President. Mr. Hogg will report directly to the Board of Directors and be responsible for the Company's strategic direction and growth. Mr. Hogg is a professional geologist with over 35 years of oil and gas industry experience. He has recently been the President of Skybattle Resources Ltd, and is currently a Director of EOS-Petro Inc. He has worked for Gulf Canada, Husky Energy, Pan Canadian Energy, EnCana, Conoco-Phillips and MGM Energy Corp., where he was Vice President Exploration/Operations and a Corporate Officer.
Effective January 9, 2017, Mr. Donald Cameron will be joining the Board as Independent Director. Mr. Donald Cameron began his career with Esso Resources and has over thirty years of senior management experience in all aspects of business development and in the oil and gas industry. Mr. Cameron has been CEO, President and Director of both private and public energy companies. Among his previous achievements, he was Senior Vice President, Development for Sobeys Inc. Mr. Cameron holds a Bachelor of Arts degree in Economics and Business from Queen's University, Kingston, Ontario, Canada.
The Board is also pleased to announce, effective January 9, 2017, Mr. Donald Wright, Mr. Sean Rooney, Bill Calsbeck and Mr. Graham MacPherson will be joining the Company as Exclusive Advisors.
Mr. Donald Wright is currently President and Chief Executive Officer of The Winnington Capital Group Inc. He is an active investor in both the private and public equity markets. Mr. Wright's career has spanned over 40 years in the investment industry. He has held several leadership positions, including President of Merrill Lynch Canada, Executive Vice-President, Director and member of the Executive Committee of Burns Fry Ltd., Chair and Chief Executive Officer of TD Securities Inc. and Deputy Chair of TD Bank, Financial Group.
Mr. Sean Rooney has over 25 years' experience, in food & beverage operations, in both public and private businesses. Sean was former President and CEO of Aramark Stadiums & Arenas along with ownership of the Pittsburgh Steelers. He has also developed & managed several private entities in gaming and casino industries including PB Kennel Club, Empire City Casino & Yonkers Raceway, Boro Leisure Services.
Mr. Bill Calsbeck has over 30 years of capital markets and micro-cap experience. For the past 10 years he has been managing the West Coast operations of Ubequity Capital Partners Inc. Mr. Calsbeck began his career in banking and trust services and after several years moved into the human resource field providing consulting services to clients such as the Vancouver Stock Exchange, Expo 86, MDA, and several major financial institutions. Over his career, Mr. Calsbeck was a member of the board of
directors of many public companies. In the past, Mr. Calsbeck has experience serving as Chairman, secretary and on audit committees.
Mr. Graham MacPherson is a professional Engineer who has 28 years' experience in the oil and gas industry where he has extensive experience in project management, company management and technical services consulting. Mr. MacPherson is a Mechanical Engineer graduate from the University of Alberta and a Petroleum Technologist (NAIT).
These additions strongly position the Company to move forward with its corporate plans and future direction, which will involve the drilling of exploration prospects in Alberta, along with the evaluation of other oil and gas exploration and development opportunities outside of Canada.
Agents and Advisors
Jaguar retained Imperial Capital LLC, New York, New York, Topleft Securities, Toronto, Ontario and Roche Securities Ltd. Toronto Ontario as agents to the company. Thunderstone Capital Inc. Calgary Alberta is acted as a strategic advisor to the company.
Jaguar's business strategy is to seek to provide shareholders with growth by exploring the existing assets in Saskatchewan, Bannock Creek. Jaguar is also pursuing industry farm in drilling opportunities both within Canada and Worldwide. As part of its corporate strategy of acquiring additional assets, the Company is in the process of evaluating several potential transactions which individually or together could be material. The Company cannot predict whether any current or future potential opportunities will result in one or more transactions involving the Company. The Company may issue equity or utilize debt facilities to finance all or a portion of any such potential acquisitions and or drilling programs on its Saskatchewan lands and future Alberta land holdings.
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 for the adequacy or accuracy of this release.
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. More particularly and without limitation, this news release contains forward-looking statements and information relating to the resumption of trading of the Company's common shares on the Exchange. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Company, including, without limitation, the Company having adequate financial resources to satisfy all the requirements of the Exchange related to resumption of trading. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will rove to be correct.
Forward-looking statements and information are provided for providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company's ability to continue operations without adequate capital, the Company's ability to raise further capital, the Company's ability to efficiently and successful explore and develop its properties, availability of drilling rigs, failure to interpret geological and geophysical information accurately, and the likelihood of those or any geological structures containing hydrocarbons. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.
The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSXV. The forward-looking statements or information contained in this news release is expressly qualified by this cautionary statement.