/NOT FOR DISSEMINATION IN THE UNITED
STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAW./
CALGARY, Feb. 22, 2017 /CNW/ - Return Energy Inc.
("Return" or the "Company") (TSX-V: "RTN") is pleased
to announce that it intends to complete a non-brokered private
placement comprised of common share units (the "Units"),
Canadian development expense flow-through shares ("CDE
FTS"), and Canadian exploration expense flow-through shares
("CEE FTS") (collectively, the "Offering").
Return intends to issue up to 25,000,000 Units at a price of
$0.12 per Unit ($3,000,000), 23,077,000 CDE FTS at a price of
$0.13 per CDE FTS ($3,000,010), and 7,142,900 CEE FTS at a price of
$0.14 per CEE FTS ($1,000,006) in the capital of the Company for
total gross proceeds of up to $7,000,016. The CDE FTS and CEE FTS will be
issued pursuant to the Income Tax Act (Canada) in respect of Canadian development
expenses and Canadian exploration expenses, respectively.
Each Unit will consist of one Return common share ("Common
Share") and one full Common Share purchase warrant
("Warrant"). Each whole Warrant is exercisable by the
holder to purchase one Common Share for a period of 12 months from
the Closing Date ("Warrant Exercise Period") at a price of
$0.15 ("Warrant Exercise
Price"). The Warrants are subject to an Accelerated
Warrant Expiry (defined below).
Each Warrant will entitle the holder thereof to purchase one
Common Share at any time prior to 5:00
p.m. (Calgary Time) on or before the earlier of the date
that is: (a) one year from the completion of the Offering; and (b)
30 days after the giving of notice of early termination by Return.
Such notice may be given by the Company, in its sole discretion, if
the volume-weighted average price of the Common Shares on the TSX
Venture Exchange exceeds the Warrant Exercise Price by at least
200% for a minimum of 10 consecutive trading days (whether or not
trading of Common Shares occurs on all such days, provided that the
Common Shares trade on at least five of such trading days).
The proceeds of the Offering will be used by Return to further
its development activities in the Rycroft, Gordondale, and Valhalla areas of Alberta, and for general corporate
purposes.
The Company intends to close a first tranche of the Offering on
or about February 28, 2017 with a
second and final tranche closing in March
2017.
Jett Capital Advisors, LLC is acting as the financial advisor to
the Company.
The completion of the Offering is subject to the Company
receiving all necessary regulatory approvals, including approval
from the TSX Venture Exchange.
The Company may pay finder's fees consisting of cash and/or
warrants pursuant to the closing of the Offering.
For further information
This news release is reproduced on Return's website
at www.returnenergyinc.com.
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.
Reader Advisories
Forward-Looking Statements.
This news release contains forward-looking statements and
information. More particularly, this document contains statements
and information concerning the timing of closing of the Offering
and the use of proceeds. Forward-looking information is frequently
characterized by words such as "plan", "expect", "project",
"intend", "will", "believe", "anticipate", "estimate", "scheduled",
"potential", or other similar words, or statements that certain
events or conditions "may", "should" or "could" occur. The
forward-looking statements and information are based on certain key
expectations and assumptions made by Return, including expectations
and assumptions concerning timing of receipt of required regulatory
approval and the satisfaction of other conditions to the completion
of the Offering. Although Return believes that the expectations and
assumptions on which the forward-looking statements are based are
reasonable, undue reliance should not be placed on the
forward-looking statements because Return can give no assurance
that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated
due to a number of factors and risks. These include, but are not
limited to, risks that required regulatory approvals are not
obtained. The reader is cautioned that assumptions used in the
preparation of such information, although considered reasonable by
the Company at the time of preparation, may prove to be incorrect
and readers are cautioned not to place undue reliance on
forward-looking information, which speaks only as of the date
hereof. The Company does not undertake any obligation to release
publicly any revisions to forward-looking information contained
herein to reflect events or circumstances that occur after the date
hereof or to reflect the occurrence of unanticipated events, except
as may be required under applicable securities laws.
This news release shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of
securities in the United States or
in any province, state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under securities laws of any such province, state or
jurisdiction. The securities referenced herein may not be
offered or sold in the United
States except in transactions exempt from or not subject to
the registration requirements of the United States Securities Act
of 1933, as amended, and applicable state securities
laws. This news release is not to be disseminated in
the United States.
SOURCE Return Energy Inc
