Arrow Announces Update on Proposed Private Placement, Option Grant and Strategic Review
12 Juin 2020 - 3:25PM
ARROW Exploration Corp. (“Arrow” or the “Company”) (TSXV: AXL)
announces an update to its proposed non-brokered private placement
(the “Private Placement”) of 13,000,000 common shares of the
Company at a price of CAD$0.025 per share for gross proceeds of
CAD$325,000, as well as the proposed grant of options and strategic
review.
As previously announced by the Company on May
23rd, 2020, the proposed Private Placement will be subscribed for
by certain consultants and insiders of the Company in an amount of
CAD$100,000 each in the case of insiders and CAD$25,000 in the case
of the consultant. The Company has agreed to provide loans
equivalent to their total subscription amount to each of the
subscribers pursuant to promissory notes secured by the shares
issued in the Private Placement.
The securities to be issued in connection with
the Private Placement will be subject to a hold period of four
months and one day from the closing of the Private Placement. The
Private Placement is subject to certain conditions, including
approval of the TSX Venture Exchange (the “TSXV”). The TSXV is
continuing its review of the Private Placement and option grant and
has yet to grant conditional approval for either transaction. The
TSXV has requested that the Company clarify certain statements
regarding the private placement made in the Company’s press release
of May 31st, 2020 (the “Press Release”). Contrary to the
statement in the Press Release, neither the Private Placement nor
the option grant has been completed and the securities issued, and
both transactions remain subject to the approval of the TSXV.
Subject to the TSXV approving the proposed
Private Placement and option grant, the Company intends to proceed
with the transactions as it has agreed that, subject to regulatory
approval, these transactions will form part of the compensation
provided to placees for their services as executives or consultants
of the Company. In the event the TSXV does not approve the
Private Placement and the options, the Company intends to
renegotiate with the placees to provide them with compensation in
another form. The TSXV has also requested that the Company confirm
that at the time the board of directors negotiated with the
insiders and approved the proposed Private Placement and option
grant, the Company was not in possession of any material
undisclosed information and had yet to receive draft financial
information or a draft reserves report. Consequently it is
the Company’s view that the proposed transactions were approved in
compliance with the Company’s Insider Trading Policy as well as the
conditions attached to the TMX Bulletin dated April 8th, 2020
regarding Temporary Relief of the CAD$0.05 Minimum Pricing
Requirement. Additionally, following the announcement of the
transactions and the announcement of the Company’s 2019 year-end
financial results and reserves report, the Company’s stock
continued to trade at approximately CAD$0.03 for 4 consecutive
trading days thereafter.
On November 28th, 2019, Arrow announced it had
initiated a strategic alternatives process to be overseen by a
Special Committee of the Board of Directors. Subsequently, the
Company engaged Stifel Nicolaus Canada Inc. as financial advisor to
explore a comprehensive range of strategic and transaction
alternatives, including a sale, merger or other business
combination; a disposition of all or certain assets of the Company;
recapitalization and refinancing opportunities; sourcing new
financing and equity capital; and other alternatives to improve the
Company’s financial position and maximize value.
Arrow and its financial advisor remain committed
to the strategic alternatives process and intend to provide updates
as determined to be appropriate by the Board of Directors. There
can be no guarantees as to whether the strategic alternatives
process will result in a transaction or the terms or timing of any
resulting transaction. Currently, while various parties have
accessed data made available by the Company, there have been no
material events, offers or proposals that would merit disclosure at
this time.
About ARROW Exploration
Arrow Exploration Corp. (operating in Colombia
via a branch of its 100% owned subsidiary Carrao Energy S.A.) is a
publicly-traded company with a portfolio of premier Colombian oil
assets that are under-exploited, under-explored and offer high
potential growth. The Company’s business plan is to expand oil
production from some of Colombia’s most active basins, including
the Llanos, Middle Magdalena Valley (MMV) and Putumayo Basin. The
asset base is predominantly operated with high working interests,
and the Brent-linked light oil pricing exposure combines with low
royalties to yield attractive potential operating margins. Arrow’s
seasoned team is led by a hands-on and in-country executive team
supported by an experienced board. Arrow is listed on the TSX
Venture Exchange under the symbol “AXL”.
For further information
contact:
Marshall AbbottChief Executive
Officermabbott@arrowexploration.ca(403) 651-5995
Neither the TSX Venture Exchange (TSXV)
nor its regulation services provider (as that term is defined in
the policies of the TSXV) accepts responsibility for the adequacy
or accuracy of this release.
Forward-looking Statements
This news release contains certain statements or
disclosures relating to Arrow that are based on the expectations of
its management as well as assumptions made by and information
currently available to Arrow which may constitute forward-looking
statements or information (“forward-looking statements”) under
applicable securities laws. All such statements and disclosures,
other than those of historical fact, which address activities,
events, outcomes, results or developments that Arrow anticipates or
expects may, could or will occur in the future (in whole or in
part) should be considered forward-looking statements. In some
cases, forward-looking statements can be identified by the use of
the words “continue”, “expect”, “opportunity”, “plan”, “potential”
and “will” and similar expressions. The forward-looking statements
contained in this news release reflect several material factors and
expectations and assumptions of Arrow, including without
limitation, Arrow’s evaluation of the impacts of COVID-19, the
potential of Arrow’s Colombian assets to remain in production and
Arrow’s business plan to expand oil production and achieve
attractive potential operating margins. Arrow believes the
expectations and assumptions reflected in the forward-looking
statements are reasonable at this time but no assurance can be
given that these factors, expectations and assumptions will prove
to be correct.
The forward-looking statements included in this
news release are not guarantees of future performance and should
not be unduly relied upon. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results or events to differ materially from those
anticipated in such 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.
Arrow Exploration (TSXV:AXL)
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