/NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO
COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF
UNITED STATES SECURITIES
LAW./
CALGARY, Nov. 13, 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 (the
"Offering") of 66,666,666 units of the Company (the
"Units") at a price of $0.075
per Unit for aggregate gross proceeds of $5,000,000. The proceeds of the Offering
will be used by Return to further its development activities in the
Rycroft, Gordondale and
Valhalla areas of Alberta.
Each Unit will consist of one common share in the capital of the
Company (a "Common Share") and one Common Share purchase
warrant (a "Warrant"). Each Warrant will entitle the
holder thereof to purchase one Common Share at a price of
$0.10 per Common Share (the
"Warrant Exercise Price") at any time up to
5:00 p.m. (Calgary time) on or before the earlier of the
date that is: (a) five years from the closing date of the Offering,
and (b) 30 days after the giving of the Early Termination Notice
(as defined herein) by the Company. If the volume-weighted average
price of the Common Shares on the TSX Venture Exchange (the
"TSXV") exceeds the Warrant Exercise Price by at least 200%
for a minimum of 20 consecutive trading days (whether or not
trading of the Common Shares occurs on such days, provided that the
Common Shares trade on at least fifteen of such trading days and
the total value of Common Shares traded during such periods is
greater than $1,500,000), the
Warrants will be subject to, at the option of the Company, an
accelerated expiry date that is 30 days after the date on which the
Company provides notice to holders of Warrants of such accelerated
expiry date (the "Early Termination Notice").
Return has received and accepted a subscription from Vertex
Managed Value Portfolio ("VMVP"), a fund managed by Vertex
One Asset Management Inc. ("Vertex"), pursuant to which VMVP
has subscribed for and agreed to purchase all 66,666,666 Units
under the Offering.
VMVP is an affiliate of another fund managed by Vertex called
Vertex Value Fund ("VVF"), who currently holds 8,333,400
Common Shares (representing approximately 19.64% of the outstanding
Common Shares, after the closing of this offer VVF will have
approximately 7.64%) and 8,333,400 warrants to purchase Common
Shares. As such, VMVP's participation in the Offering
constitutes a "related party transaction" under Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101") and TSXV Policy
5.9. In addition, Vertex will become a "control person" of
Return upon the completion of the Offering.
The completion of the Offering will be subject to acceptance of
the Offering by the TSXV. It is expected that a condition of
the TSXV for its acceptance of the Offering under TSXV Policy 4.1
will be disinterested shareholder approval of Vertex becoming a
control person. The completion of the Offering will also be
subject to obtaining minority shareholder approval of the VMVP
subscription under MI 61-101, in addition to other closing
conditions customary for financings of this nature. VMVP's
participation in the Offering is exempt from the valuation
requirements of MI 61-101.
The Company further announces that it will hold a special
meeting of the holders of Common Shares (the "Special
Meeting") in Calgary, Alberta
on December 27, 2017, where the Company will seek Shareholder
approval of the VMVP subscription under MI 61-101 and TSXV Policies
4.1 and 5.9, among other matters. Details of the Special
Meeting will be contained in the materials that will be mailed out
to shareholders of record as of November 27, 2017.
Closing of the Offering is expected to occur on or about
December 27, 2017, subject to satisfaction of all closing
conditions. Once all of the closing conditions have been met,
Vertex will provide the subscription proceeds to the Company
against receipt of the certificates. The Company may pay cash
finder's fees to registered dealers and other eligible persons in
connection with the Offering.
For further information
This news release is reproduced on Return's website
at www.returnenergyinc.com. For this and further information
about Return please visit the website(s) or contact Ken
Tompson (President & CEO) at 403-265-8011 ext. 224.
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 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, the satisfaction of other
conditions to the completion of the Offering, the completion of the
Offering and the use of proceeds from 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 and
shareholder approvals are not obtained and that the Offering is not
completed due to other closing conditions are not satisfied.
There is no certainty that the Offering will be completed. 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 transaction 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
