VANCOUVER, BC, July 15,
2024 /CNW/ - MCF Energy Ltd. (TSXV: MCF) (FRA: DC6)
(OTCQX: MCFNF) announces that it has increased the size of its
fully subscribed financing previously announced on July 3, 2024, from $2,500,000 to up to $4,400,000 (the "Offering"). The
Offering, as amended, will consist of up to 29,333,333
units (the "Units") at a price of $0.15 per Unit. Each Unit will consist of
one common share and one full common share purchase warrant (a
"Warrant") with each Warrant entitling the holder to acquire
an additional common share at an exercise price of $0.16 for a period of 24 months from the date of
issuance.
In connection with the Offering, the Company may pay finders'
fees of up to 6.0% of the gross proceeds raised by the Company from
the sale of Units to subscribers directly introduced to the Company
by eligible finders. In addition, the Company may issue to eligible
finders non-transferable finders' warrants of up to 6.0%
of the number of Units sold in the Offering. Each
finders' warrant will entitle the holder to acquire one
Share at a price of $0.16 per Share
for a period of 24 months from the date of issuance.
The Company intends to use the net proceeds from the Offering
for working capital and general corporate purposes.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER
THE US. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT
BE OFFERED OR SOLD IN THE UNITED
STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
The Company also announces that it has
agreed to settle outstanding debt owed by the Company to various
creditors in the aggregate amount of C$ $1,566,788.02 (the "Debt"). The Debt will
be settled through the issuance of an aggregate of 10,445,254
units (the "Debt Units"), at a deemed price of
$0.15 per Debt Unit. Each Debt
Unit will consist of one common share and one full common share
purchase warrant (a "Warrant") with each Warrant entitling
the holder to acquire an additional common share at an exercise
price of $0.16 for a period of 24
months from the date of issuance. The Company is choosing to
settle the Debt through the issuance of the Debt Units to preserve
cash and improve the Company's balance sheet.
It is anticipated that several of the directors of the Company
may participate in the Private Placement and as such, any issuance
of Units pursuant to the Private Placement to such directors will
constitute a "related party transaction" within the meaning of the
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101") and Policy 5.9 of the
TSXV. The Company is relying on the exemptions from the valuation
and minority shareholder approval requirements of MI 61-101
contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither
the fair market value of the Units nor the consideration for such
Units exceeds 25% of the Company's market capitalization.
Closing of the Private Placement and the debt settlement
transaction are subject to approval of the TSXV and completion of
final documentation. The securities to be issued under the Private
Placement and debt settlement transaction are subject to a four (4)
month hold period from the date of the issuance.
About MCF Energy
MCF Energy was established in 2022 by leading energy executives
to strengthen Europe's energy
security through responsible exploration and development of natural
gas resources within the region. The Company has secured interests
in several significant natural gas exploration projects in
Austria and Germany with additional concession
applications pending. MCF Energy is also evaluating additional
opportunities throughout Europe.
The Company's leaders have extensive experience in the European
energy sector and are working to develop a cleaner, cheaper, and
more secure natural gas industry as a transition to renewable
energy sources. MCF Energy is a publicly traded company (TSX.V:
MCF; FRA: DC6; OTCQX: MCFNF) and headquartered in Vancouver, British Columbia. For further
information, please visit: www.mcfenergy.com.
Additional information on the Company is available at
www.sedarplus.ca under the Company's profile.
Cautionary Statements:
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE
EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE.
Advisories:
Forward-Looking Information
This press release contains forward-looking statements and
forward-looking information (collectively "forward-looking
information") within the meaning of applicable securities laws
relating to the Company's plans and other aspects of our
anticipated future operations, management focus, strategies,
financial, operating and production results, industry conditions,
commodity prices and business opportunities. In addition, and
without limiting the generality of the foregoing, this press
release contains forward-looking information regarding the
anticipated timing of development plans and resource potential with
respect to the Company's right to assets in Austria. Forward-looking information typically
uses words such as "anticipate", "believe", "project", "expect",
"goal", "plan", "intend" or similar words suggesting future
outcomes, statements that actions, events or conditions "may",
"would", "could" or "will" be taken or occur in the future.
The forward-looking information is based on certain key
expectations and assumptions made by MCF Energy's management,
including expectations and assumptions noted subsequently in this
press release under oil and gas advisories, and in addition with
respect to prevailing commodity prices which may differ materially
from the price forecasts applicable at the time of the respective
Resource Audits conducted by GCA, and differentials, exchange
rates, interest rates, applicable royalty rates and tax laws;
future production rates and estimates of operating costs;
performance of future wells; resource volumes; anticipated timing
and results of capital expenditures; the success obtained in
drilling new wells; the sufficiency of budgeted capital
expenditures in carrying out planned activities; the timing,
location and extent of future drilling operations; the state of the
economy and the exploration and production business; results of
operations; performance; business prospects and opportunities; the
availability and cost of financing, labour and services; the impact
of increasing competition; the ability to efficiently integrate
assets and employees acquired through acquisitions, the ability to
market natural gas successfully and MCF's ability to access
capital. Although the Company believes that the expectations and
assumptions on which such forward-looking information is based are
reasonable, undue reliance should not be placed on the
forward-looking information because MCF Energy can give no
assurance that they will prove to be correct. Since forward-looking
information addresses future events and conditions, by its very
nature they involve inherent risks and uncertainties. MCF Energy's
actual results, performance or achievement could differ materially
from those expressed in, or implied by, the forward-looking
information and, accordingly, no assurance can be given that any of
the events anticipated by the forward-looking information will
transpire or occur, or if any of them do so, what benefits that we
will derive therefrom. Management has included the above summary of
assumptions and risks related to forward-looking information
provided in this press release in order to provide securityholders
with a more complete perspective on future operations and such
information may not be appropriate for other purposes.
Readers are cautioned that the foregoing lists of factors are
not exhaustive. These forward-looking statements are made as of the
date of this press release and we disclaim any intent or obligation
to update publicly any forward-looking information, whether as a
result of new information, future events or results or otherwise,
other than as required by applicable securities laws.
SOURCE MCF Energy Ltd.