March 6, 2019 – Vancouver, BC – Renaissance Oil Corp. (“Renaissance” or the “Company”) (TSX-V: ROE) (OTCQB: RNSFF) is pleased to announce that it has closed a non-brokered private placement (the “Offering”) of secured convertible debentures in the aggregate principal amount of C$5 million (the “Debentures”).
The Debentures have a term of five years, maturing on March 6, 2024 (the “Maturity Date”) and bear interest, payable on a quarterly basis at the Company’s option (i) in cash at a rate of 8% per annum; (ii) in kind at a rate of 10% per annum by the issuance of common shares of the Company (the “Common Shares”) issued at the greater of the 30-day volume weighted average trading price (the “VWAP”) of the Common Shares on the TSX Venture Exchange (the “TSXV”) or the primary exchange on which the Common Shares are traded, prior to the issuance date; or (iii) a combination thereof.
The Debentures are convertible at the holder’s option into Common Shares at a price of C$0.25 per Common Share (the “Conversion Price”), being a ratio of 4,000 Common Shares per C$1,000 principal amount of Debentures.
After March 6, 2021 and until the Maturity Date, the Company may force the conversion of any or all of the Debentures at the Conversion Price (a “Company Conversion”) if the 30-day VWAP of the Common Shares on the TSXV or the primary exchange on which such Common Shares are traded has been at least C$1.00 for at least 50 of the 60 consecutive trading days immediately preceding the exercise of such conversion right.
The Debentures are not redeemable before the Maturity Date. Except in connection with a Company Conversion, the Company may not prepay all or any part of the Debentures prior to the Maturity Date without the prior written consent of the holders.
The Offering took place by way of a private placement to qualified investors in such provinces of Canada where the Offering could lawfully be made. Pursuant to Canadian securities laws, any securities issued in the Offering, including the Common Shares issued in payment of the finder’s fee, are 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.
In connection with the Offering, the Company paid a finder’s fee equal to 5% of the aggregate gross proceeds from the Offering, satisfied by the issuance of Common Shares calculated using the closing price of the Common Shares on the TSXV on March 4, 2019.
Renaissance continues to make progress on its journey to become a major Mexican energy producer.