/NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH
THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS./
CALGARY,
AB, Nov. 4, 2024 /CNW/ - Tuktu Resources
Ltd. ("Tuktu" or the "Company") (TSXV: TUK) is
pleased to announce that it has filed a preliminary short form
prospectus (the "Prospectus") with the securities regulatory
authorities in each of the Provinces of Canada, other than Québec, in connection with
a "best efforts" marketed offering (the "Offering") of units
of the Company ("Units"). The Company is offering up to
111,111,111 Units at a price of $0.09
per Unit (the "Issue Price") for aggregate gross proceeds of
up to $10 million. The Company has
retained Canaccord Genuity Corp. (the "Agent") to act as
sole bookrunner and agent for the Offering.
Each Unit issuable under the Offering is comprised of one common
share in the capital of the Company (a "Common Share") and
one-half of one Common Share purchase warrant (each whole Common
Share purchase warrant, a "Warrant"). Each whole Warrant
shall entitle the holder thereof to purchase one Common Share
(each, a "Warrant Share") at an exercise price of
$0.13 for a period of 24 months
from closing of the Offering. The Units will be offered by way of
the Prospectus, pursuant to National Instrument 44-101 – Short
Form Prospectus Distributions. The Prospectus contains
important information relating to the Offering and is still subject
to completion or amendment. For more information, potential
investors should read the Prospectus which is available on the
Company's SEDAR+ profile at www.sedarplus.com. There will not be
any sale or any acceptance of an offer to buy the Units until a
receipt for the final short form prospectus has been issued.
In connection with the Offering, the Company intends to enter
into an agency agreement with the Agent (the "Agency
Agreement"). The Agency Agreement will provide, among other
things, that the Company grants the Agent an option (the
"Agent's Option") to market for sale up to an additional 15%
of the number of Units sold in the Offering (or components
thereof), such Agent's Option being exercisable, in whole or in
part, at any time on or before the date that is 30 days after the
closing of the Offering.
The Company intends to use the net proceeds of the Offering
towards its capital expenditure program, to execute on its business
plan to drill two development wells at Penny Upper Banff (one
vertical well and one horizontal well), and for working capital and
other general corporate purposes. While the Company intends to
spend the net proceeds from the Offering as stated above, there may
be circumstances where, for sound business reasons, funds may be
reallocated. If the Offering is not fully subscribed, the Company
will apply the proceeds of the Offering to the above uses in
priority and in such proportions as management of the Company
determines is in the best interests of the Company.
The Units to be issued pursuant to the Offering will be
distributed by way of a short form prospectus in all provinces of
Canada (excluding Québec) and may
also be placed privately in the United
States to certain: (i) Qualified Institutional Buyers (as
defined under Rule 144A under the United States Securities Act of
1933, as amended (the "U.S. Securities Act")) that are also
"accredited investors" ("Accredited Investors") (as defined
in Rule 501(a) of Regulation D under the US Securities Act
("Regulation D")); and (ii) Accredited Investors, in each
case pursuant to the exemption from registration provided by
Section 4(a)(2) of the US Securities Act and Rule 506(b) of
Regulation D thereunder, and similar exemptions under any
applicable securities laws of any state of the United States, and may be distributed
outside Canada and the United States on a basis which does not
require the qualification or registration of any of the Company's
securities under domestic or foreign securities laws. Closing of
the Offering is scheduled to be on or about November 21, 2024, and is subject to
customary closing conditions, including the receipt of all
necessary regulatory approvals, including the approval of the TSX
Venture Exchange (the "TSXV"). Application will be made to
the TSXV for the listing of the Common Shares, the Warrants and the
Warrant Shares for trading on the facilities of the TSXV.
This press release is not an offer of the securities for sale in
the United States. The securities
described herein have not been, and will not be, registered under
the U.S. Securities Act or any state securities laws, and
accordingly, may not be offered or sold within the United States except in compliance with
the registration requirements of the U.S. Securities Act and
applicable state securities requirements or pursuant to exemptions
therefrom. No public offering of securities is being made in
the United States. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the Company's securities to, or for the
account or benefit of, persons in the
United States, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About Tuktu Resources Ltd.
Tuktu is a publicly traded junior oil and gas development
company headquartered in Calgary,
Alberta with producing oil and gas properties in southern
Alberta. For additional
information about Tuktu please contact:
Tuktu Resources Ltd.
960, 630 – 6th Avenue
S.W.
Calgary, Alberta T2P 0S8
Attention: Tim de Freitas,
President and Chief Executive Officer (phone 403-478-0141); or
Mark Smith, CFO and VP Finance
(phone 403-613-9661)
ADVISORIES
Certain information contained in the press release may
constitute forward-looking statements and information
(collectively, "forward-looking statements") within the
meaning of applicable securities legislation that involve known and
unknown risks, assumptions, uncertainties and other factors.
Forward-looking statements may be identified by words like
"anticipates", "estimates", "expects", "indicates", "intends",
"may", "could" "should", "would", "plans", "target", "scheduled",
"projects", "outlook", "proposed", "potential", "will", "seek" and
similar expressions (including variations and negatives thereof).
Forward-looking statements in this press release include statements
regarding, among other things: the completion of the Offering on
the terms anticipated, or at all, and the timing and closing
thereof; the Company's anticipated use of the proceeds of the
Offering; Tuktu's business, strategy, objectives, strengths and
focus; and the performance and other characteristics of the
Company's properties and expected results from its assets. Such
statements reflect the current views of management of the Company
with respect to future events and are subject to certain risks,
uncertainties and assumptions that could cause results to differ
materially from those expressed in the forward-looking
statements.
With respect to forward-looking statements contained in this
press release, the Company has made assumptions regarding, among
other things: future pricing; commodity prices; future exchange and
interest rates; supply of and demand for commodities;
inflation; the availability of capital on satisfactory terms;
the availability and price of labour and materials; the impact of
increasing competition; conditions in general economic and
financial markets; access to capital; the receipt and timing of
regulatory, exchange and other required approvals; the ability of
the Company to implement its business strategies and complete
future acquisitions; the Company's long term business strategy; and
effects of regulation by governmental agencies.
Factors that could cause actual results to vary from
forward-looking statements or may affect the operations,
performance, development and results of the Company's businesses
include, among other things: the risk that the Offering may not be
completed on favourable terms or at all; the risk that the Company
may not be able to obtain all necessary regulatory and stock
exchange approvals (including the approval of the TSXV); the risk
that the Company may apply the proceeds of the Offering differently
than as stated herein depending on future circumstances;
assumptions concerning operational reliability; risks inherent in
the Company's future operations; the Company's ability to
generate sufficient cash flow from operations to meet its future
obligations; increases in maintenance, operating or financing
costs; the realization of the anticipated benefits of future
acquisitions, if any; the availability and price of labour,
equipment and materials; competitive factors, including competition
from third parties in the areas in which the Company intends to
operate, pricing pressures and supply and demand in the oil and gas
industry; fluctuations in currency and interest rates; inflation;
risks of war, hostilities, civil insurrection, pandemics, political
and economic instability overseas and its effect on commodity
pricing and the oil and gas industry (including ongoing military
actions between Russia and
Ukraine and the crisis in
Israel and Gaza); the results of the upcoming U.S.
presidential election; severe weather conditions and risks related
to climate change, such as fire, drought and flooding; terrorist
threats; risks associated with technology; changes in laws and
regulations, including environmental, regulatory and taxation laws,
and the interpretation of such changes to the management team's
future business; availability of adequate levels of insurance;
difficulty in obtaining necessary regulatory approvals and the
maintenance of such approvals; general economic and business
conditions and markets; and such other similar risks and
uncertainties. The impact of any one assumption, risk, uncertainty
or other factor on a forward-looking statement cannot be determined
with certainty, as these are interdependent and the Company's
future course of action depends on the assessment of all
information available at the relevant time. For additional risk
factors relating to Tuktu, please refer to the Company's annual
information form for the year ended December
31, 2023 and its most recent management discussion and
analysis, which are available on the Company's SEDAR+ profile at
www.sedarplus.ca.
The forward-looking statements contained in this press release
are made as of the date hereof and the parties do not undertake any
obligation to update or revise any forward-looking statements or
information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities laws.
All amounts in this press release are stated in Canadian dollars
unless otherwise specified.
Neither the 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 press
release.
SOURCE Tuktu Resources Ltd.