Title: Range Energy Enters into Secured Convertible Loan Arrangements with two Shareholders
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February 15, 2017 19:58 ET
Range Energy Enters into Secured Convertible Loan Arrangements with two Shareholders
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 15, 2017) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Range Energy Resources Inc. (the "Company") (CSE:RGO)(CSE:RGO.CN)(FRANKFURT:YGK) is pleased to announce that it has entered into loan agreements dated February 14, 2017 (the "Loan Agreements") with each of Gulf LNG America, LLC ("Gulf") and Harrington Global Opportunities Fund S.A.R.L. ("Harrington"). Gulf and Harrington are both significant shareholders of the Company. Under each Loan Agreement, both of which contain arm's-length terms, the relevant lender may advance one or more loans to the Company from time to time, upon request by the Company. A lender may decline a loan requested by the Company or approve of only a portion of such loan in its sole discretion. Any loan will be evidenced by a secured convertible promissory note. The terms of repayment of the principal amount, interest and any fees of any loan, including without limitation the maturity date and the rate of interest, and the conversion price will be set out in a repayment schedule attached to the applicable note.
Each loan will by secured by a general security agreement (the "GSA") pursuant to which the Company granted in favour of the lenders a security interest in all the Company's present and after-acquired real and personal property (the "Collateral"). The Collateral excludes the Company's shares of NAZZ2 (the "NAAZ2 Shares") and all rights of the Company derived from or connected to the NAAZ2 Shares (the "NAAZ2 Shares Derivative Rights"). The Collateral does however include all dividends, income, interest, and other amounts (other than additional NAAZ2 Shares) paid to and received by the Company on the NAAZ2 Shares and the NAAZ2 Shares Derivative Rights. If the Company obtains the consents necessary to grant to the lenders a lien on the NAAZ2 Shares and the NAAZ2 Shares Derivative Rights, this property will become part of the Collateral.
All or any portion of the principal amount, accrued interest and fees outstanding under a note is convertible by the lender into common shares of the Company at any time before the earlier of: (i) the date of repayment by the Company of all its obligations owing under a loan; and (ii) the date that is the five years from the date of the note corresponding to such loan, at a conversion price per share set out in the applicable note and subject to adjustment upon certain events occurring. The conversion price for each loan will be approved by the Company's board and by the Canadian Securities Exchange.
The principal amount advanced by a lender must be used by the Company for working capital requirements in respect of the production project in the Khalakan Block in the Kurdistan Region, general corporate purposes and any capital expenditures for the purchase by the Company of property or assets permitted under the loan agreement.
Pursuant to amendment and restatement agreements dated February 14, 2017 between the Company and each of the lenders, all existing short-term loan agreements with the lenders have been amended and restated on the terms and conditions of their respective Loan Agreement and the existing short-term loan agreements have been terminated. Each lender received a secured convertible promissory note as evidence of the existing outstanding amount of the principal, interest and fees owed to each lender ("Existing Obligations"). The amount of Existing Obligations owed to Gulf is $5,603,371 and to the other lender is $140,936. Each promissory note matures on February 14, 2018, accrues interest at the rate of 10% per annum, and is convertible into common shares of the Company at $0.02 per share.
For further information on Range Energy Resources Inc., please visit the Company's web site at: www.rangeenergyrmesources.com.
On Behalf of the Board of Directors:
Toufic Chahine, Chairman
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
THE CSE AND FRANKFURT STOCK EXCHANGES HAVE NOT REVIEWED AND DO NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS PRESS RELEASE.
This news release contains certain statements that may be deemed to include "forward-looking information". Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although Range Energy believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of Range Energy's management on the date the statements are made. Except as required by law, Range Energy Resources Inc. undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.