Gen III Announces Closing of Debt Settlement and Grant of Stock Options
04 Février 2021 - 2:59AM
Gen III Oil Corporation ("Gen III" or the “Company”) (TSX-V: GIII)
(OTCQX: ISRJF) is pleased to announce that, further to its news
release of November 24, 2020, it has settled $200,250 in debt
(“Debt”) owing to certain directors of the Company, in exchange for
513,460 common shares (the “Shares”) at a deemed price of $0.39 per
Share (the “Shares for Debt Transactions”).
The Shares for Debt Transactions are each a
“related party transaction” under applicable securities laws, and
each director of the Company abstained from voting on the
resolution approving the Shares for Debt Transaction that related
to them. Each Shares for Debt Transaction is exempt from the formal
valuation and minority approval requirements under Multilateral
Instrument 61-101, as neither the value of the shares issued to,
nor the aggregate debt settled with respect to, any directors of
the Company in connection with the Shares for Debt Transactions
will exceed 25% of the Company’s market capitalization on the date
hereof.
All Shares issued will be subject to a
four-month hold period, expiring June 4, 2021, and no new control
person will be created as a result of the Shares for Debt
Transactions.
The Company also announces that it has granted a
total of 2,200,000 stock options to certain directors of the
Company, exercisable at a price of $0.63 per share for a period of
two years from the date of grant.
Finally, the Company announces that it intends
to extend the expiry date of an aggregate of 1,080,000 stock
options, originally granted on March 13, 2018, and priced at $0.70
per option, from March 13, 2021 to March 13, 2023 (the
“Amendment”). The Amendment is subject to TSX Venture Exchange
approval.
Pursuant to National Instrument 62-103 - The
Early Warning System and Related Take Over Bid and Insider
Reporting Issues, the Company’s CEO, Greg Clarkes, acquired 172,756
Shares in the Shares for Debt Transaction, and was granted
1,500,000 stock options. With the acquisition of the Shares, Mr.
Clarkes now holds approximately 8.26% of the outstanding common
shares of the Company. On a partially-diluted basis, assuming
exercise of all convertible securities held by Mr. Clarkes, he
would hold 11.76%.
The acquisition of the Shares by Mr. Clarkes was
effected for investment purposes. Mr. Clarkes may from time to time
acquire additional securities of Gen III, dispose of some or all of
the existing or additional securities he holds or will hold, or may
continue to hold his current position.
The early warning report, as required under
National Instrument 62-103, contains additional information with
respect to the foregoing matters and will be filed by Mr. Clarkes
on Gen III’s SEDAR profile at www.sedar.com.
About Gen III
Gen III is first and foremost a cleantech
company, that is building a sustainable green project that has
compelling economics, without government subsidies. Gen III owns a
portfolio of patented technologies that enable used motor oil
(“UMO”) re-refineries to produce a higher value product mix of base
oils than traditional methods, including 55% Group III. For more
information about the Company, please visit www.geniiiesg.com.
On Behalf of the Board of Gen III Oil
Corporation
“Greg Clarkes”Greg ClarkesChief Executive
Officer
For further information, contact Mark Redcliffe
at (778) 668-5988
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.
Certain information contained in this news
release constitutes “forward-looking information” or
“forward-looking statements” (collectively, “forward-looking
information”). Without limiting the foregoing, such forward-looking
information includes statements regarding the use of proceeds of
the Offering, the term extension for the September Warrants and any
statements regarding the Company’s business plans, expectations and
objectives. In this news release, words such as “may”, “would”,
“could”, “will”, “likely”, “believe”, “expect”, “anticipate”,
“intend”, “plan”, “estimate” and similar words and the negative
form thereof are used to identify forward-looking information.
Forward looking information should not be read as guarantees of
future performance or results, and will not necessarily be accurate
indications of whether, or the times at or by which, such future
performance will be achieved. Forward-looking information is based
on information available at the time and/or the Company
management’s good faith belief with respect to future events and is
subject to known or unknown risks, uncertainties, assumptions and
other unpredictable factors, many of which are beyond the Company’s
control. For additional information with respect to these and other
factors and assumptions underlying the forward-looking information
made in this news release, see the Company’s most recent
Management’s Discussion and Analysis and financial statements and
other documents filed by the Company with the Canadian securities
commissions and the discussion of risk factors set out therein.
Such documents are available at www.sedar.com under the Company’s
profile and on the Company’s website, https://www.geniiiesg.com/.
The forward-looking information set forth herein reflects the
Company’s expectations as at the date of this news release and is
subject to change after such date. The Company disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, other than as required by law.
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