CALGARY, AB / ACCESSWIRE / September 20, 2023 / Avila Energy Corporation ("Avila" or the "Company" or "Avila Energy"), trading symbol, (CSE:VIK)(OTC PINK:PTRVF)(FRA:6HG0), is pleased to announce a private placement offering of up to $3,000,000 and corporate updates.
Private Placement Offering
The Company intends to complete a non-brokered private placement consisting of the issuance of up to 60,000,000 units (the "Units") at a price of $0.05 per Unit for gross proceeds of up to $3,000,000 (the "Private Placement").
Each Unit is comprised of one common share (each a "Common Share") in the share capital of the Company and one-half (1/2) common share purchase warrant (each a "Warrant"). Each full Warrant entitles its holder to purchase one additional common share at a price of $0.12 for a period of 24 months following the closing. The Company expects that such closing will occur on or before September 28, 2023. The Company may proceed to close in multiple tranches.
The Corporation may pay finder's fees on a portion of the Private Placement, subject to compliance with the policies of the Canadian Securities Exchange (the "CSE") and applicable securities legislation.
Certain insiders of the Corporation may acquire Units in the Private Placement. Any participation by insiders in the Private Placement would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the Corporation expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Corporation's market capitalization.
The proceeds of the Private Placement will be used for general working capital purposes. All securities issued pursuant to the Private Placement will be subject to a four-month-and-one day statutory hold period in accordance with applicable securities law.
The securities being referred to in this news release have not been, nor will they be, registered under the United States (U.S.) Securities Act of 1933, as amended, and may not be offered or sold in the U.S. or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Marketing Services Agreement
The Company has entered into an arm's length Marketing Services Agreement with Outside the Box Capital Inc. ("Outside the Box Capital") effective September 18, 2023, (the "Marketing Agreement"), complementary to its existing marketing efforts and in advance of the launching of pre-sales for sale and installation of the Company's Vertically Integrated Energy Business. As consideration for the services to be provided, the Issuer has agreed to pay a fee of $60,000 plus taxes, for an initial term of six (6) months. The services will include but are not limited to, initial planning and strategy call, advice, and other strategic matters of the campaign, assist in social media and other community-driving mediums, distribute company approved messaging, press releases, and other approved company materials across social channels, spread company insights and announcements to new communities, and featuring the Company in different influencer-based videos, occasional Q&A or highlight video surrounding recent company news. Consideration offered to Outside the Box Capital does not include any securities of the Company.
Amendment of Warrant Terms
The Company is also pleased to announce that it intends to extend by one year 7,472,130 outstanding Warrants with exercise prices of $0.35, $0.15, $0.20, and $0.75 and with expiration dates ranging from September 9, 2023, to December 9, 2024. The Company obtained a waiver from the CSE policies in order to extend all of the warrants that expired in September of 2023.
Amendment of Convertible Debenture Terms
The Company also intends to amend the terms of its unsecured convertible debentures that closed on July 5, 2022, by way of issuance of convertible debenture units (the "Debenture Units") of a principal amount of $5,000,230, bearing interest at 4% per annum, which is convertible and unsecured and is due on April 1, 2025 (the "Convertible Debentures"). Each Debenture Unit includes the right of full conversion of the entire principal amount and accrued interest into Common Shares at a price of $0.50 as well as one additional common share purchase warrant (the "Warrants") entitling the holder to purchase one additional Common Share at a price of $0.75 for a period of two years following the conversion.
The Company contemplated extending the maturity date of the Convertible Debentures by an additional year as well as repricing the underlying Common Shares and Warrants to a price of $0.25 per Common Share and Warrant upon conversion. Such amendments will benefit the existing debenture holders who are prepared to commit an additional 20% on the face value of the current Private Placement above of the Company on a tag-along basis.
About Outside the Box Capital Inc.
Outside the Box Capital offers small and medium-sized public companies with the help and management of up-keeping their digital front and keeping shareholders informed and excited through digital means.
For further information, please visit their website at https://outsidethebox.capital/.
About Avila Energy Corporation
The Company is an emerging CSE listed corporation trading under the symbol (‘VIK'), and in combination with an expanding portfolio of 100% Owned and Operated oil and natural gas production, pipelines and facilities is a licensed producer, explorer, and developer of Energy in Canada. The Company's long-term vision is to achieve through the implementation of a closed system of carbon capture and sequestration, an established path towards the material reduction of Tier 1, Tier 2 and Tier 3 emissions and continues to work towards becoming a vertically integrated Carbon Neutral Energy Producer. The Company's goals are to be achieved by focusing on the application of proven geological, geophysical, engineering, and production techniques in combination with the delivery of Direct-to Consumer energy sales to both residential and commercial consumers.
For further information,
Ronnie Shporer, Investor Relations, North America or
Peter Nesveda, Investor Relations, International or
Leonard B. Van Betuw, President & CEO
ON BEHALF OF THE BOARD
Leonard B. Van Betuw
President & CEO
Contact Phone Number: 1-403-451-2786
bbls/d - barrels per day
BOE/d - barrels oil equivalent per day
NGLs - Natural Gas Liquids
Mboe - Thousands of barrels of oil equivalent
MMboe - Millions of barrels of oil equivalent
PDP - Proved Developed Producing
TP - Total Proved Reserves
TPP - Total Proved and Probable Reserves
IFRS - International Financial Reporting Standards as issued by the International Accounting Standards Board
WTI - West Texas Intermediate, the reference price paid in U.S. dollars at Cushing, Oklahoma for the crude oil standard grade
Forward-Looking Information & Forward-Looking Statements Cautionary Statement
Certain information in this news release, including the operations at the Company's properties, constitute forward-looking statements under applicable securities laws. Although Avila Energy Corporation believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because Avila Energy Corporation 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. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. This release includes certain statements that may be deemed "forward-looking statements." All statements in this release, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation, and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. It should not be assumed that the estimates of net present value of future net revenue attributable to the Company's reserves presented above represent the fair market value of the reserves. The recovery and reserve estimates of the Company's oil, NGL, and natural gas reserves provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Further, there is no assurance that the forecast prices and costs assumptions will be attained, and variances could be material. Investors are cautioned that any such statements are not guarantees of future performance and those actual results or developments may differ materially from those projected in the forward-looking statements. Barrel ("bbl") of oil equivalent ("boe") amounts may be misleading particularly if used in isolation. All boe conversions in this report are calculated using a conversion of six thousand cubic feet of natural gas to one equivalent barrel of oil (6 mcf=1 bbl) and is based on an energy conversion method primarily applicable at the burner tip and does not represent a value equivalency at the well head. This news release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Trading in the securities of Avila Energy Corporation should be considered highly speculative. Neither the Canadian Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Stock Exchange) accepts responsibility for the adequacy or accuracy of this release. For more information on the Company, Investors should review the Company's registered filings which are available at www.sedar.com.
SOURCE: Avila Energy Corporation
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