ITOK Announces Entering into Letter of Intent with 2413017 Alberta Ltd. for Proposed Business Combination

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Calgary, Alberta–(Newsfile Corp. – July 28, 2022) – ITOK Capital. Corp. (“ITOK” or the “Corporation“) is pleased to announce that it has agreed in principle to acquire (the “Transaction“) all of the issued and outstanding shares of 2413017 Alberta Ltd. (“241“), a private Alberta company whose wholly owned subsidiary (on a consolidated basis), FCRL Belize Ltd. (“FCB“), is actively engaged in onshore oil and gas development and exploration activities in Belize. ITOK and 241 have entered into a non-binding letter of intent with respect to the Transaction dated as of June 27, 2022 (“LOI“). The Transaction is expected to constitute the Qualifying Transaction of ITOK as defined in the policies of the TSX Venture Exchange Inc. (“TSXV“).

Summary of the Proposed Transaction
The LOI sets out the general terms of the Transaction as currently contemplated by the parties. The precise terms and conditions of the Transaction, including the structure of the Transaction, will be contained in a definitive transaction agreement to be negotiated and entered into by the parties. The parties have agreed to negotiate in good faith to reach the definitive agreement and it is anticipated that the Transaction will take the form of a share exchange whereby all of the outstanding securities of 241 will be acquired and exchanged for securities of ITOK. 241 has 6,105,002 issued and outstanding shares (each a “241 Share“) and ITOK has 6,862,338 issued and outstanding shares (each a “ITOK Share“). As part of the Transaction, it is anticipated that ITOK will issue 17,500,000 ITOK shares at a deemed price of $0.10 per ITOK Share to the existing shareholders of 241 on the basis of 2.86 ITOK Shares for each one 241 Share held. It is also expected that, subject to TSXV and shareholder approval, ITOK will issue a non-arm’s length finder’s fee of 650,000 ITOK Shares as part of the Transaction (“Finder’s Fee Shares“). Upon closing of the Transaction and assuming completion of the ITOK Private Placement and the 241 Private Placement (defined below) and issuance of the Finder’s Fee Shares, it is anticipated that there will be 46,512,338 issued and outstanding ITOK Shares and 4,651,234 ITOK stock options (being 10% of the issued and outstanding ITOK Shares).

It is anticipated that following completion of the Transaction, the Corporation (the entity following completion of the Qualifying Transaction being referred to herein as the “Resulting Issuer“) will continue to carry on the business of 241, being that of an oil and gas exploration company operating in Belize and will be listed as a Tier 2 oil and gas issuer pursuant to the policies of the TSXV. The Resulting Issuer will continue under the name of Macaw Energy Ltd. or such other name as is determined by 241, the 241 shareholders and the TSXV.

Conditions to the Completion of the Transaction
The obligations of ITOK and 241 to consummate the Transaction shall be subject to, among other things: (i) the receipt of all necessary regulatory and TSXV approval, including but not limited to, the approval of the Transaction as a Qualifying Transaction in accordance with the TSXV policies; (ii) the receipt of all necessary shareholder and board of director approvals; (iii) the due diligence review to the sole satisfaction of each of ITOK and 241 of the financial condition, business, properties, title, assets and affairs of the other party; and (iv) the entering into of a formal agreement between ITOK and 241 in such form as is mutually agreeable to the parties. The conditions listed above are for the benefit of, and maybe waived by, ITOK and 241 as it relates to the obligations of the other party to perform or obtain same.

The control persons of 241 are not (and their associates and affiliates are not) control persons of ITOK. Accordingly, the acquisition by ITOK of all the issued and outstanding shares of 241 is not a Non-Arm’s Length Qualifying Transaction as defined in and for the purposes of TSXV policies. As a result, it is anticipated that the Transaction will not be subject to approval of the shareholders of ITOK and therefore no meeting of the shareholders of ITOK will be required as a condition to the completion of the Transaction.

ITOK Private Placement
In connection with the Transaction, ITOK anticipates completing a brokered and/or non-brokered private placement of up to 4,000,000 ITOK Shares at a price of $0.10 per ITOK Share for gross proceeds of $400,000 (“ITOK Private Placement“). It is expected that ITOK will pay cash commissions and warrants to selling agents as part of the ITOK Private Placement. Proceeds from the ITOK Private Placement will be used to pay for the costs of the Transaction and for general working capital of the Resulting Issuer.

241 Private Placement
Prior to with the Transaction, 241 also intends to complete a brokered and/or non-brokered financing of up to 17,500,000 common shares of 241 (“241 Shares“) at an anticipated price of $0.05 per 241 Share for gross proceeds of approximately $875,000 (“241 Private Placement“).

Capitalization of the Resulting Issuer
The following table summarizes the proposed pro forma capitalization of the Resulting Issuer following completion of the Transaction, the ITOK Private Placement and the 241 Private Placement:

After Giving Effect to the Transaction
Designation of Security Number Percentage
(undiluted)
Percentage
(fully-diluted)
Resulting Issuer Shares
Shares Issued
ITOK Shares 6,862,338 14.75% 13.41%
ITOK Private Placement 4,000,000(1) 8.60% 7.82%
241 Shares 17,500,000(2) 37.62% 34.20%
214 Private Placement 17,500,000(3) 37.62% 34.20%
Finder’s Fee Shares 650,000 1.40% 1.27%
Subtotal 46,512,338 100% 90.91%
Dilutive Securities
Reserved for issuance:
ITOK Stock Options 4,651,234(4) N/A 9.09%
Subtotal 4,651,234 N/A 9.09%
Total 51,163,572 100% 100%

Notes:
(1) Assuming the issuance of an aggregate of 4,000,000 Company Shares as part of the ITOK Private Placement.
(2) 17,500,000 ITOK Shares to be issued to the 241 shareholders holding 6,105,241 241 Shares, on a basis of 2.86 ITOK shares for each one 241 Share held.
(3) Assuming the issuance of an aggregate of 17,500,000 214 Shares as part of the 214 Private Placement
(4) 4,651,234 ITOK stock options to be issued to directors, officers, employees and consultants of ITOK at the closing of the Transaction.

Proposed Directors and Officers
Concurrent with the completion of the Transaction, it is expected that Jonathan Gilbert and Gord Anderson, being current directors of ITOK, will resign from the Board of the Corporation. It is expected that the Board of Directors and management of the Resulting Issuer following completion of the Transaction will be composed of the following individuals.

Mohammad Fazil, – President, Chief Financial Officer, Corporate Secretary and Director
Mr. Fazil has been active in venture capital for over 35 years. He was employed by boutique investment dealers in Canada as a finance professional focusing on funding junior listed issuers on the TSX and TSX Venture exchange. During his career he has raised over $400 million for venture companies.

Mr. Fazil is the founder and President of Lion Park Capital, a private financial advisory firm helping companies raise funding and list on a Canadian stock exchange. He is the Chairman of the Calgary branch of the TSX Venture Exchange’s Listing Advisory Committee and a member of the National Advisory Committee.

Mr. Fazil is currently a director of Comprehensive Healthcare Systems Inc., listed on the TSX Venture Exchange. He is the President and CEO of ITOK Capital Corp. Mr. Fazil is the former CEO and a Director of Elephant Hill Capital Inc. which completed its reverse take over transaction with Real Luck Group, a fully licensed eSports betting platform which secured a $5 million financing for this transaction.

Mr. Fazil is also the former President and founder of Scythian Biosciences Corp. (now SOL Global Investments), listed on the TSX Venture Exchange, which is active in the US cannabis sector. Mr. Fazil was the founder and of CEO of Harbour Star Capital Inc. (now Eastwest Bioscience Inc., which is listed on the TSX Venture Exchange), a hemp manufacturing and marketing company. Mr. Fazil was also the founder and President of Bow Energy (was listed on TSX Venture Exchange), an Indonesia focused oil and gas exploration company which was sold to Petrolia Energy Corporation (listed in the US) in February 2018.

Allan Albertson, P.Eng – Chief Executive Officer
Mr. Albertson is a petroleum engineer with approximately 29 years of global experience in drilling, completions and production operations. He has successfully managed domestic and international operations in over 24 countries. Over the past 12 years with Fire Creek Resources Ltd. he has held various consulting, advisory and management roles at both private and public companies.

Mr. Albertson is a professional engineer in Alberta and graduated from Montana Tech with a Bachelor of Science in Petroleum Engineering. He holds patents involving subsurface technologies as well as authored several technical papers.

Achour (Jamal) Hadi, PhD, PGeol. – Director
Mr. Madi has over 35 years’ experience in the Canadian and international oil and gas industry. He has provided management, technical and operational leadership. His expertise encompasses exploration, basin analysis, petrophysics, reservoir characterization and resource assessments. He was instrumental in the discovery or oil and gas fields internationally. Among others, he has worked for Occidental Petroleum, First Calgary Petroleum, Petro Canada International and Madison PetroGas. He has a PhD in Carbonate Geology from Laval & McGill Universities and is the founder & President of Allied Petroleum Exploration (APEX) and Madison PetroGas.

Dean Casorso – Chief Operations Officer and Director
Mr. Casorso is an engineer with 25 years of experience working on 4 continents. He has worked throughout North American and internationally and has experience in business and technical aspects of upstream oil and gas and helium business. He has a Petroleum Engineering Technologist Diploma from SAIT & Masters of Business Administration from the University of Calgary. President of Fire Creek Resources Ltd. & FCRL Belize Ltd.

Tariq Chaudhary – Director
Mr. Chaudhary has over 25 years of experience with public and private companies. His expertise includes strategic planning, corporate governance, equity financing, acquisition due diligence, and financial reporting for both Canadian and American public companies with international subsidiaries. He is currently the President of Altair Energy Ltd. and Executive vice president at Blue Sky Resources Ltd. He was a Senior Cost Specialist with Canadian Natural Resources Ltd, Business Manager at Syncrude Canada SERP project (a division of Exxon Mobil), and Controller at Saba Petroleum Company (California).

Mr. Chaudhary holds a Bachelor of Commerce degree (Accounting) and M.B.A. (Finance) from CCU, California, along with several other financial services certifications, including a diploma in Oil & Gas Accounting from the UOD (Texas, USA).

About ITOK Capital Corp.
ITOK is a Capital Pool Company as defined by the policies of the TSXV that was incorporated under the Business Corporations Act (Alberta) on January 21, 2005. As of May 24, 2022, the Corporation had 6,862,338 issued and outstanding ITOK Shares. ITOK’s principal business activity is to identify and evaluate opportunities for acquisition of assets or business. The Corporation is headquartered in Calgary, Alberta and is in the process of applying to the TSXV to have its ITOK Shares re-listed for trading on the TSXV.

About 2413017 Alberta Ltd.
241 is a private company incorporated on March 5, 2022 under the Business Corporations Act (Alberta) is an emerging, junior, petroleum and natural gas exploration, development and production company headquartered in Calgary, Alberta. On January 28, 2020, 241’s wholly owned subsidiary (on a consolidated basis) FCB, signed a Production Sharing Agreement (“PSA“) with the Government of Belize. Shortly thereafter the force majeure provisions pursuant to the PSA were invoked due to the worldwide COVID-19 pandemic. These force majeure provisions are expected to be lifted with an effective date of January 15, 2022.

The following is a summary of FCB’s properties in Belize:

  • The PSA covers 180,000 acres including a discovery called South Canal Bank (“SCB“)
  • There are drill ready targets within the PSA with previous operators reportedly spending approximately $17 million on initial exploration costs including 4 wells of which 3 were drilled on structure and tested oil
  • Through extensive technical evaluation of the previously acquired data set, FCB has identified multiple potential stacked pay intervals
  • Based on this technical evaluation, the SCB structure has the likelihood of significant additional volumes that have yet to be discovered. The SCB oilfield is located in the North Peten Basin, on trend with Guatemala’s largest oilfield (Xan which has an estimated 400 million bbl of original oil in place) and the Belize producing fields of Spanish Lookout and Never Delay
  • Multiple existing options for marketing oil sales
  • First operation to re-enter one of the existing cased wellbores that is currently abandoned. The identified potential bypassed pay zones will be perforated and flow tested. This operation will determine the commercial viability and potential future field development plan which the company believes will be horizontal wells with potential implementation of FCB’s patented multilateral system
  • The project benefits from low development costs due to existing infrastructure and shallow nature of the play
  • Large land base with additional prospects outside of SCB area identified as future step out exploratory drilling opportunities

Reserve Report
Chapman Petroleum Engineering Ltd. prepared an evaluation of the proved and probable light and medium oil, heavy oil, natural gas and natural gas liquids reserves and the net present value of those reserves for the petroleum and natural gas interests of FCB as of March 31, 2022[1]. The reserve estimates and future net revenue forecasts were prepared and presented in accordance with the Association of Professional Engineers, Geologists and Geophysicists of Alberta (“APEGGA“) – Practice Standards for Evaluations of Oil and Gas Reserves for Public Disclosure; the APEGGA Code of Ethics; the Canadian standards set out in the Canadian Oil and Gas Evaluations Handbook and National Instrument 51-101 (“NI 51-101“). Chapman Petroleum Engineering Ltd. is a qualified reserves evaluator in accordance with NI 51-101. The properties evaluated include essentially all of FCB’s conventional petroleum and natural gas interests in the country of Belize.

The future net revenues and net present values presented below were calculated using forecast prices and costs based on the light and medium oil, heavy oil, natural gas and natural gas liquids prices with inflation of both operating and capital costs and are presented in Canadian dollars. Unless otherwise stated, all units are listed in Standard Imperial Units.

241’s share of proved remaining and probable additional light and medium oil, heavy oil, natural gas and natural gas liquids reserves as of March 31, 2022 and the respective net present values assigned to these reserves based on forecast prices and costs were estimated to be as follows.

FCB’S SUMMARY OF OIL AND GAS RESERVES
AS OF MARCH 31, 2022

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A summary of 241 and FCB’s financial information will be included in a subsequent press release as it is not available at this time.

Sponsorship
ITOK plans to request that the TSXV exempt or waive the requirement for a Sponsorship Report in connection with the Transaction. There are no guarantees that the TSXV will accept ITOK’s request to exempt or waive the Sponsorship Report requirement, in which case ITOK will engage a Sponsor to prepare such a report.

Re-instatement of Trading and Further Press Release(s)
The process to re-list the ITOK Shares is currently taking place with the TSXV and the ITOK Shares will not begin trading until the Transaction is complete or the TSXV accepts the re-listing at which time the ITOK Shares may be halted due to the proceedings of the Transaction. ITOK will issue further press release(s) as soon as further details are available regarding, among other things, the re-instatement of trading and/or the Transaction and the re-listing requirements and more specifically that ITOK provide securityholders with full and complete disclosure regarding the Corporation’s past conduct/activities (for example: non-compliance with the undertaking per TSXV Policy 2.4, s. 3.3 and disclosing the rights that securityholders should have been afforded pursuant to that said undertaking), as may be required by applicable laws and/or TSXV Policies.

Additional Information
A comprehensive press release with further particulars relating to the Transaction, including further particulars of the Resulting Issuer, the ITOK Private Placement and the 241 Private Placement, will follow in accordance with the policies of the TSXV.

All information contained in this press release with respect to the Corporation and 241 was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Neither the TSXV nor the TSX has in any way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

For Further Information, please contact:
ITOK Capital Corp.

Mohammad Fazil, President, CEO and Director
Phone: (403) 613-7310
Email: [email protected]

241 and FCB
Dean Casorso, Director
Phone: (403) 860-9891
Email: [email protected]

Oil and Gas Measures & AbbreviationsBarrels of Oil Equivalent – This news release discloses certain production information on a barrels of oil equivalent (“boe“) basis with natural gas converted to barrels of oil equivalent using a conversion factor of six thousand cubic feet of natural gas (“Mcf“) to one barrel (bbl) of oil (6 Mcf:1 bbl). Condensate and other Natural Gas Liquids (“NGLs“) are converted to boe at a ratio of 1 bbl:1 bbl. Boe may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf:1 bbl is based roughly on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at sales point. This conversion conforms with Canadian Securities Regulators’ National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities. Although the 6:1 conversion ratio is an industry-accepted norm, it is not reflective of price or market value differentials between product types. Based on current commodity prices, the value ratio between crude oil, NGLs and natural gas is significantly different from the 6:1 energy equivalency ratio. Accordingly, using a conversion ratio of 6 Mcf:1 bbl may be misleading as an indication of value.

Other technical abbreviation measurements referenced in the tables above include Thousands of Stock Tank Barrels of oil (oil volume at 60 F and 14.65 psia) (“MSTB“), Thousands of barrels (“Mbbls“), and Millions of standard cubic feet of gas (gas volume at 60 F and 14.65 psia) (“MMscf“).

Cautionary Note Regarding Forward-Looking Information

Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements such as the estimates of reserves, the references to 241’s exploration program and drilling program and capital expenditures relating to, and timing of, such programs are based on the opinions and estimates 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 anticipated in the forward-looking statements. There are uncertainties inherent in forward-looking information, including factors beyond 241’s and ITOK’s control, and no assurance can be given that the programs will be completed on time, on budget or at all. In addition, there are numerous uncertainties inherent in estimating reserves, including many factors beyond 241’s and ITOK’s control, and no assurance can be given that the indicated level of reserves or the recovery thereof will be realized. In general, estimates of reserves are based upon a number of factors and assumptions made as of the date on which the estimates were determined, such as geological and engineering estimates which have inherent uncertainties. The reserves estimates for the properties described in this news release may not reflect the same confidence level as estimates of reserves for all of 241’s properties, due to the effects of aggregation. Further, estimates of net present value do not represent fair market value. ITOK undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in ITOK’s filings with Canadian securities regulators, which filings are available at www.sedar.com.

[1] Reserve and Economic Evaluation Oil Property, South Canal Bank Corozal Basin, Belize owned by FCRL Belize Ltd. as of March 31, 2022 prepared by Chapman Petroleum Engineering Ltd. and dated May 27, 2022

NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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