Renaissance Announces C$10 Million Brokered Private Placement

Not for Distribution in the United States or dissemination through a U.S. newswire service

February 14, 2018 – Vancouver, BC – Renaissance Oil Corp. (the “Company”) (TSX-V: ROE) is pleased to announce that it has entered into an engagement letter with Haywood Securities Inc. on behalf of a syndicate of agents (the “Agents”), in respect of a brokered private placement of up to 40,000,000 units (the “Units”) at a price of C$0.25 per Unit, for aggregate gross proceeds of up to C$10,000,000 (the “Offering”).  Each Unit will consist of one common share of the Company and one common share purchase warrant of the Company (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one common share of the Company at an exercise price of C$0.50 for a period of 36 months from the date of issuance. The Agents have been granted an option (the “Agents’ Option”) to sell up to an additional 6,000,000 Units at the same price per Unit as the Offering, exercisable in whole or in part at any time up to 48 hours prior to closing of the Offering.

The Offering will take place by way of a private placement to qualified investors in such provinces of Canada as the Agents may designate, and otherwise in those jurisdictions where the Offering can lawfully be made. Pursuant to Canadian securities laws, any securities issued in the Offering will be subject to a hold period of four months plus one day from the date of issuance.

The net proceeds of the Offering will be used to aid in the Company’s ongoing efforts in securing oil and gas rights in Mexico, to fund capital expenditures and for general corporate purposes.

The Offering is expected to close on or about March 2, 2018 or such other date as the Company and the Agents may agree, and is subject to certain conditions, including completion of formal documentation and receipt of regulatory approval, including the acceptance of the TSX Venture Exchange.

In consideration for their services, the Agents will receive (a) a cash commission equal to 6.0% of the gross proceeds of the Offering, including any proceeds realized on exercise of the Agents’ Option, and (b) compensation warrants (the “Compensation Warrants”) equal to 6.0% of the Units sold under the Offering, including any Units issued on exercise of the Agents’ Option. Each Compensation Warrant will entitle the holder thereof to acquire one Unit at a price of C$0.25 for a period of 24 months from the date of issuance.

Craig Steinke
Chief Executive Officer

For further information contact:
Craig Steinke, Chief Executive Officer  |  Tel: 1.604.536.3637
Kevin J. Smith, Vice President, Business Development  |  Tel: 1.403.200.9047

The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined under the U.S. Securities Act) absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities 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.