Gen III – Closes Private Placement and Applies to Extend Warrants
Not for distribution to United States newswire services or for dissemination in the United States.
VANCOUVER, British Columbia, Sept. 17, 2020 (GLOBE NEWSWIRE) — Gen III Oil Corporation (“Gen III” or the “Company”) (TSX-V: GIII) (OTCQX: ISRJF) is pleased to announce that it has completed a non-brokered private placement of 2,540,000 units (the “Units”) at a price of CDN$0.20 per Unit for gross proceeds of CDN$508,000 (the “Offering”). Each Unit consists of one common share in the capital of the Company (a “Share”) and one-half of one non-transferable common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each whole Warrant is exercisable to acquire one Share at an exercise price of CDN$0.30 per Share until September 17, 2021 which is 12 months from the date of issuance.
Insiders of the Company acquired an aggregate of 250,000 Units in the Offering, which participation constituted a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units acquired by the insiders, nor the consideration for the Units paid by such insiders, exceed 25% of the Company’s market capitalization. As required by MI 61-101, the Company advises that it expects to file a material change report relating to the Offering less than 21 days before completion of the Offering, which is necessary to complete the Offering in an expeditious manner and is reasonable in the circumstances. GEN III intends to use the net proceeds of the Offering for project engineering, working capital and general corporate purposes.
The Company will pay aggregate finder’s fees of CDN$3,000 in connection with subscriptions from subscribers introduced to the Offering by Canaccord Genuity Corp.
The securities issued under the Offering, and any Shares that may be issuable on exercise of any such securities, will be subject to a statutory hold period expiring four months and one day from the date of issuance of such securities. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Gen III has also applied to the TSX Venture Exchange (the “TSXV”) to extend the expiry dates of 5,453,750 outstanding share purchase warrants (the “September Warrants”) issued on September 30, 2019, in connection with a non-brokered private placement (for further details on the private placement see Gen III news releases dated September 30, 2019), by three months.
The Company is proposing to extend the expiry date for the September Warrants from September 30, 2020 to December 30, 2020. The exercise price and all other terms and conditions of the September Warrants will remain unchanged. The proposed extension of the expiration date of the September Warrants is subject to final approval by the TSXV.
Further to the Company’s press release of July 28th 2020, commercial offtake negotiations with one of the super-majors are progressing extremely well, especially when one considers their size and the number of parties involved. Gen III is also waiting on the final analysis of its Group III base oil samples from the facilities of a second super-major fuels and lubricants producer. Discussions with several banks and private equity groups are simultaneously underway for our projects’ portfolio and we continue to build our syndicate of First Nations for the Alberta project.
About Gen III
Gen III is first and foremost a cleantech company, that is building a 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. The Company currently holds 8 patents issued in North America, 2 patents issued overseas and has 7 patent applications, patents pending or under review in strategic countries/regions around the world. The Company’s first full-scale facility is currently under development in Alberta, with targeted production commencing 18 months after the requisite financing is obtained (the “Project”). With off-take agreements in hand, the Company has in place agreements for the sale of all its finished products when commercial production begins at its Alberta facility. The Alberta facility is being designed to process 2,800 bpd of used motor oil into a range of base stocks and related petroleum products. For more information about the Company, please visit www.geniiiesg.com.
On Behalf of the Board of Gen III Oil Corporation
“Greg Clarkes”
Greg Clarkes
Chief 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.
