Petroteq Energy Inc. (“
Petroteq” or the
“
Company”) (TSXV:PQE; OTC:PQEFF; FSE:PQCF), an
integrated oil company focused on the development and
implementation of its proprietary oil-extraction and remediation
technologies, announces an agreement to amend a previously issued
US$3,300,000 principal amount convertible debenture (the
“
Debenture”) with an arm’s length lender (the
“
Original Lender”) that bears interest at 5.0%
per annum and that had matured September 17, 2019.
The Original Lender has assigned the Debenture
to its US affiliate (the “Lender”) and the Company
and the Lender have agreed to (i) amend the conversion price of the
Debenture from US$1.00 to US$0.055 and the maturity of the
Debenture from September 17, 2019 to March 31, 2021 (the
“Maturity Date”), and (ii) a shares for debt
transaction wherein the Lender has agreed to accept 24,030,713
common shares of the Company in satisfaction of the accrued and
unpaid interest under the Debenture (US$1,321,689.22) up to and
including September 23, 2020. The interest under the Debenture from
September 24, 2020 to March 31, 2021 will be due on the Maturity
Date.
Accordingly, the shares for debt transaction
announced on August 14, 2020 with the Original Lender for
27,500,000 common shares in satisfaction of US$1,650,000 of
indebtedness will not proceed.
In addition, the Company and the Original Lender
have agreed to a shares for debt transaction wherein the Original
Lender has agreed to accept 2,161,892 common shares of the Company
in satisfaction of the principal and accrued and unpaid interest
under a non-convertible debenture (US$118,904.11) issued by the
Company to the Original Lender on September 17, 2018.
The Company (with the lenders’ consent)
determined to satisfy the foregoing indebtedness with common shares
in order to preserve the Company’s cash for use on its
extraction technology in Asphalt Ridge, Utah, and for working
capital.
The foregoing transactions are subject to all
necessary approvals, including from the TSX Venture Exchange (the
“Exchange”). The foregoing securities (including
the amended Debenture if the amendments are determined to involve
the offer and sale of a new replacement security) will be issued in
reliance on exemptions from the registration requirements of the
United States Securities Act of 1933, as amended (the “U.S.
Securities Act”), and applicable state securities laws,
and will be issued as “restricted securities” (as defined in Rule
144 under the U.S. Securities Act). In addition, the shares
issuable in the shares for debt transactions will be subject to a
Canadian four-month hold period.
About Petroteq Energy Inc.
Petroteq is a fully integrated clean technology
company focused on the development and implementation of a new
proprietary technology for oil extraction. The Company has an
environmentally safe and sustainable technology for the extraction
and reclamation of heavy and bitumen from oil sands, oil shale
deposits and shallow oil deposits. Petroteq is engaged in the
development and implementation of its patented environmentally
friendly heavy oil processing and extraction technologies. Petroteq
is currently focused on developing its oil sands resources and
expanding production capacity at its Asphalt Ridge soil remediation
and heavy oil extraction processing facility located near Vernal,
Utah.
For more information, visit
www.Petroteq.energy.
Forward-Looking Statements
Certain statements contained in this press
release contain forward-looking statements within the meaning of
the U.S. and Canadian securities laws. Words such as “may,”
“would,” “could,” “should,” “potential,” “will,” “seek,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “expect” and similar
expressions as they relate to the Company are intended to identify
forward-looking information, including closing of the transactions
noted herein. Readers are cautioned that there is no certainty
that it will be commercially viable to produce any portion of the
resources. All statements other than statements of historical fact
may be forward-looking information. Such statements reflect the
Company’s current views and intentions with respect to future
events, based on information available to the Company, and are
subject to certain risks, uncertainties and assumptions,
including, without limitation: receipt of director and Exchange
approval for the transactions. Material factors or assumptions were
applied in providing forward-looking information. While
forward-looking statements are based on data, assumptions and
analyses that the Company believes are reasonable under the
circumstances, whether actual results, performance or developments
will meet the Company’s expectations and predictions depends on a
number of risks and uncertainties that could cause the actual
results, performance and financial condition of the Company to
differ materially from its expectations. Certain of the “risk
factors” that could cause actual results to differ materially from
the Company’s forward-looking statements in this press release
include, without limitation: failure by the Exchange or the
directors of the Company to provide necessary approvals; all
closing conditions being satisfied or waived; uncertainties
inherent in the estimation of resources, including whether any
reserves will ever be attributed to the Company’s properties; since
the Company’s extraction technology is proprietary, is not widely
used in the industry, and has not been used in consistent
commercial production, the Company’s bitumen resources are
classified as a contingent resource because they are not currently
considered to be commercially recoverable; full scale commercial
production may engender public opposition; the Company cannot be
certain that its bitumen resources will be economically producible
and thus cannot be classified as proved or probable reserves in
accordance with applicable securities laws; changes in laws or
regulations; the ability to implement business strategies or to
pursue business opportunities, whether for economic or other
reasons; status of the world oil markets, oil prices and price
volatility; oil pricing; state of capital markets and the ability
of the Company to raise capital; litigation; the commercial and
economic viability of the Company’s oil sands hydrocarbon
extraction technology, and other proprietary technologies developed
or licensed by the Company or its subsidiaries, which currently are
of an experimental nature and have not been used at full capacity
for an extended period of time; reliance on suppliers, contractors,
consultants and key personnel; the ability of the Company to
maintain its mineral lease holdings; potential failure of the
Company’s business plans or model; the nature of oil and gas
production and oil sands mining, extraction and production;
uncertainties in exploration and drilling for oil, gas and other
hydrocarbon-bearing substances; unanticipated costs and expenses,
availability of financing and other capital; potential damage to or
destruction of property, loss of life and environmental damage;
risks associated with compliance with environmental protection laws
and regulations; uninsurable or uninsured risks; potential
conflicts of interest of officers and directors; risks related to
COVID-19 including various recommendations, orders and measures of
governmental authorities to try to limit the pandemic, including
travel restrictions, border closures, non-essential business
closures, quarantines, self-isolations, shelters-in-place and
social distancing, disruptions to markets, economic activity,
financing, supply chains and sales channels, and a deterioration
of general economic conditions including a possible national or
global recession; and other general economic, market and business
conditions and factors, including the risk factors discussed or
referred to in the Company’s disclosure documents, filed with
United States Securities and Exchange Commission and available at
www.sec.gov (including, without limitation, its most recent annual
report on Form 10-K under the Securities Exchange Act of 1934, as
amended), and with the securities regulatory authorities in
certain provinces of Canada and available at www.sedar.com.
Should any factor affect the Company in an
unexpected manner, or should assumptions underlying the forward-
looking information prove incorrect, the actual results or events
may differ materially from the results or events predicted. Any
such forward-looking information is expressly qualified in its
entirety by this cautionary statement. Moreover, the Company does
not assume responsibility for the accuracy or completeness of such
forward-looking information. The forward-looking information
included in this press release is made as of the date of this press
release, and the Company undertakes no obligation to publicly
update or revise any forward-looking information, other than as
required by applicable law.
The securities referred to in this news
release have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold within the United States or to, or for the account
or benefit of, U.S. persons absent U.S. registration or an
applicable exemption from the U.S. registration requirements. This
news release does not constitute an offer for sale of securities,
nor a solicitation for offers to buy any
securities. Any public offering of securities in the United States
must be made by means of a prospectus containing detailed
information about the company and management, as well as financial
statements.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
CONTACT INFORMATION
Petroteq Energy Inc.Alex BlyumkinExecutive ChairmanTel: (800)
979-1897
Petroteq Energy (TSXV:PQE)
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