Jaguar Resources Inc. Announces the Right to Acquire the Bonds of Alon Israel Oil Company Ltd., Private Placement and Confirms Issuance of Shares for Debt
THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISSEMINATION IN THE UNITED STATES, FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW
CALGARY, Alberta, June 11, 2018 (GLOBE NEWSWIRE) -- Jaguar Resources Inc. ("Jaguar" or the "Company") (TSX-V:JRI) is pleased to confirm that it has entered into a definitive escrow arrangement which provides that upon the Company delivering (the "Release Conditions"), the escrow agent will release to Jaguar in its entirety (100%) of the Alon Israel Oil Company Ltd. "A" Bonds ("Alon Bonds") and all outstanding share capital of Alon on a fully diluted basis.
In conjunction with closing of the previous announced Private Placement, Jaguar plans to issue 7,124,563 Common Shares at a deemed price of $1.20 CDN per Common Share to settle approximately $8,549,475.60 CDN of corporate debt owed to various arm's and non-arm’s length parties of the Company (the "Share Settlement"). The Company also intends to settle all amounts owing to Shadow Tree Income Fund A LP and any remaining payables owed by Jaguar, either pursuant to the Share Settlement or with unallocated proceeds from the Private Placement. This will also be issued subject to TSXV approval.
Promissory notes were issued by the company. The company issued 20% bonus shares as part of the Promissory note payments. The company will issue 122,148 shares at $1.20. The company is also converting some of the Promissory notes to common securities at $1.20 per share. This will also be issued subject to TSXV approval.
The securities issued pursuant to the Private Placement and Share Settlement will be subject to a four month hold period. The Private Placement, the Share Settlement and the Transaction, which constitutes a Fundamental Acquisition pursuant to the rules of the Exchange, are subject to the submission of final documentation and final approval of the Exchange.
For further information please contact:
Corbin Blume, CEO Jaguar Resources Inc. 730, 1015 - 4th Street SW Calgary, Alberta T2R 1J4 Main Phone (403) 975-4009 Fax (403) 264-5455 Email: ahblume@shaw.ca
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 press release is not an offer of securities of the Company for sale in the United States. The Common Shares of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and the Common Shares may not be offered or sold in the United States except pursuant to an applicable exemption from such registration. No public offering of securities is being made in the United States.
Cautionary and Forward-Looking Statements
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. Forward‐looking statements and information are often, but not always, identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions. More particularly and without limitation, this news release contains forward-looking statements and information concerning the Share Settlement, the Private Placement and the Transaction. The forward-looking statements and information are based on certain key expectations and assumptions made by Jaguar, including the Exchange approving the Share Settlement and the Private Placement, timely satisfaction of the Release Conditions, shareholders approving the Transaction, Jaguar's creditors accepting the terms of the Share Settlement, the approval of shareholders for the creation of a new "control person" and the closing of the Private Placement, the Share Settlement and the Transaction. Although Jaguar believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable in the circumstances, undue reliance should not be placed on the forward looking statements and information because Jaguar can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, the TSX Venture Exchange not providing final approval for the Share Settlement, Private Placement or the Transaction, Jaguar's creditors' acceptance of the terms of the Share Settlement, legal or regulatory impediments regarding completion of the Share Settlement, the Private Placement and the Transaction, Jaguar’s inability to satisfy the Release Conditions and Jaguar being unable to complete the Share Settlement, Private Placement or the Transaction on terms acceptable to the Company or at all. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Jaguar undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law or the TSX Venture Exchange.
