CALGARY, Alberta , Oct. 22, 2021 (GLOBE NEWSWIRE) -- International Frontier Resources Corporation (“IFR”) (TSX-V: IFR) announced today that an extension to December 1, 2021 has been signed to a non-binding Letter of Intent (“LOI”) dated May 3, 2021 with respect to a potential reverse takeover of IFR (the “Proposed Transaction”) by a private oil and gas company (“PrivateCo”).
Completion of the Proposed Transaction is subject to a number of conditions and other contingencies as set forth in the May 10, 2021 news release and as set forth in the LOI, including, but not limited to: the negotiation and execution of a definitive agreement for the Proposed Transaction (the “Definitive Agreement”); any required approvals of relevant government authorities, determination of favourable tax structuring for the Proposed Transaction; TSX Venture Exchange (the “TSXV”) acceptance of the Proposed Transaction; satisfactory due diligence; board of director approval; shareholder consent; and other conditions typical for transactions of a similar nature. The Proposed Transaction is an arm's length transaction.
Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the parties will execute the Definitive Agreement or that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of IFR should be considered highly speculative. The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
Further updates and particulars of the Proposed Transaction will be provided upon IFR and PrivateCo entering into a Definitive Agreement for the Proposed Transaction.
Trading Halt
Trading in IFR’s Common Shares on the TSXV is halted and will remain halted until the documentation required by the TSXV in relation to the Proposed Transaction has been reviewed and accepted by the TSXV.
About International Frontier Resources
International Frontier Resources Corporation (IFR) is a Canadian publicly traded company with a demonstrated track record of advancing oil and gas projects. Through its Mexican subsidiary, Petro Frontera S.A.P.I de CV (Frontera) and strategic joint ventures, it is advancing the development of petroleum and natural gas assets in Mexico. IFR also has projects in Canada and the United States, including the Northwest Territories, Alberta and Montana.
IFR’s shares are listed on the TSX Venture, trading under the symbol IFR. For additional information please visit www.internationalfrontier.com.
For further information
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 or accuracy of this release.
Forward Looking Statements
This press release contains forward‐looking statements and forward‐looking information (collectively "forward‐looking information") within the meaning of applicable securities laws. All statements, other than statements of historical fact, included herein are forward-looking information. In addition, and without limiting the generality of the foregoing, this news release contains forward‐looking information regarding: the Proposed Transaction, including the potential finalization and structuring of the Proposed Transaction and the potential terms and conditions in relation to the proposed transaction; the potential execution of a Definitive Agreement in relation to the proposed transaction and the terms and conditions of such Definitive Agreement; the required approvals for the proposed transaction, including TSXV acceptance, and regulatory, director and shareholder approvals of the Proposed Transaction; the potential issuance of Common Shares in relation to the Proposed transaction; the potential Consolidation, change of management, name change, change of ticker symbol and the US$20,000,000 to $US60,000,000 concurrent financing in relation to the Proposed Transaction; the potential spin-out; the potential purchase of Tonalli shares; the potential Offerings including, the potential subscriber in the CD Offering, the use of proceeds of the Offerings, the anticipated closing date of the CD Offering, the approval required for the Offerings, including TSXV acceptance of the CD Offering, and the size of the Common Share Offering, the potential conversion of the Convertible Debenture into services; and the potential shares for debt settlement.
There can be no assurance that such forward-looking information will prove to be accurate. Actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects IFR’s current beliefs and is based on information currently available to IFR and on assumptions IFR believes are reasonable. These assumptions include, but are not limited to: the execution of a Definitive Agreement, the completion of satisfactory due diligence by IFR and PrivateCo in relation to the Proposed Transaction; satisfactory tax structuring of the Proposed Transaction; the satisfactory fulfilment of all of the conditions precedent to the Proposed Transaction; the receipt of all required approvals for the Proposed Transaction including director and shareholder approvals of both IFR and PrivateCo, TSXV acceptance and other regulatory approvals; the issuance of the Common Shares in relation to the Proposed Transaction and the purchase of the Tonalli shares; market acceptance of the Proposed Transaction, the Consolidation, the spin-out and the concurrent financing, and completion of the same; the value of PrivateCo in relation to the Proposed Transaction; the underlying value of IFR and its Common Shares; market acceptance of the Offerings; TSXV acceptance of the Offerings; and expectations concerning prevailing commodity prices, exchange rates, interest rates, applicable royalty rates and tax laws.
Forward looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of IFR, and the potential completion of the Proposed Transaction, to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals, including TSXV acceptance; the actual results of future operations; general economic, political, market and business conditions; risks inherent in oil and natural gas operations; fluctuations in the price of oil and natural gas, interest and exchange rates; the risks of the oil and gas industry, such as operational risks and market demand; governmental regulation of the oil and gas industry, including environmental regulation; actions taken by governmental authorities, including increases in taxes and changes in government regulations and incentive programs; geological, technical, drilling and processing problems; the uncertainty of reserves estimates and reserves life; unanticipated operating events which could reduce production or cause production to be shut-in or delayed; hazards such as fire, explosion, blowouts, cratering, and spills, each of which could result in substantial damage to wells, production facilities, other property and the environment or in personal injury; encountering unexpected formations or pressures, premature decline of reservoirs and the invasion of water into producing formations; failure to obtain industry partner and other third party consents and approvals, as and when required; competition; the timing and availability of external financing on acceptable terms; and lack of qualified, skilled labour or loss of key individuals. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in IFR’s disclosure documents on the SEDAR website at www.sedar.com. Although IFR has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur.
Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of IFR as of the date of this news release and, accordingly, is subject to change after such date. However, IFR expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
IFR seeks Safe Harbor.
