Reef Announces Partial Revocation of Cease Trade Orders and Debenture Financing
Calgary, Alberta--(Newsfile Corp. - March 18, 2022) - Reef Resources Ltd. ("Reef") is pleased to announce that it has received partial cease trade order revocations for cease trade orders (the "CTOs") it received from the securities commissions in Alberta, British Columbia, Manitoba and Ontario.
Due to a lack of capital, Reef failed to file its annual audited financial statements, annual management's discussion and analysis ("MD&A") and certifications of annual filings for the year ended July 31, 2013. The CTOs were issued as a result of such failure to file. Reef also failed to file all subsequent annual and interim financial statements, MD&A and certifications except that it did file financial statements, MD&A and certifications for the years ended July 31, 2018 and 2017, and for the period ended April 30, 2019.
Reef wishes to complete an offering of unsecured, non-convertible debentures ("Debentures") having an aggregate principal amount of up to $250,000 (the "Debenture Financing") to qualified investors pursuant to prospectus exemptions. The Debentures will have a maturity date of one year from the date of issuance and will bear interest at a rate of 10% per annum. Proceeds from the Debenture Financing will be used to pay for the preparation and filing of unfiled financial statements and related filings, the payment of outstanding accounts and fees and for fees for the preparation of various applications to have the CTOs partially and fully revoked and as working capital to be used for the maintenance of Reef's business pending full revocation of the CTOs.
The partial revocations of the CTOs permit the completion of the Debenture Financing and the issuance of the Debentures; however, all of Reef's securities, including the Debentures issued in connection with the Debenture Financing, will remain subject to the CTOs until such orders are fully revoked. The issuances of the partial revocation orders from the securities commissions in Alberta, British Columbia, Manitoba and Ontario do not guarantee the issuance of full revocations of the CTOs in the future. Reef's securities may remain subject to the CTOs indefinitely.
Reef is incorporated under the provisions of the Business Corporations Act (Alberta) with its registered and head office in Calgary, Alberta. Reef is a natural resources issuer with non-producing oil and gas assets located in Huron County, Ontario, which Assets Reef intends to sell to Levant Exploration and Production Corp. acting in trust for a corporation to be incorporated ("Levant") pursuant to the Asset Purchase Agreement between Reef and Levant previously announced by Reef. Pursuant to the agreement, provided all closing conditions are met, Levant will purchase the assets for $1.00 and will assume all environmental liabilities, abandonment and reclamation obligations, taxes with respect to the assets post-transaction and all transfer taxes, as defined in the agreement.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Arnold W Hansen
President, Chief Executive Officer and Director
Except for statements of historical fact relating to the Corporation, the information contained or implied herein relating to receipt of a full revocation of the CTOs and completion of the transaction with Levant constitute forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Except as required by applicable securities requirements, Reef undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/117384