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ArcPacific Potential Participation in Significant LNG Project, Private Placement Offering, and Shares for Debt Settlement

NEWS RELEASE

TSX Venture Exchange Symbol: ACP

November 18, 2019

ArcPacific Potential Participation in Significant LNG Project, Private Placement Offering,
and Shares for Debt Settlement

Vancouver, BC – ArcPacific Resources Corp. (“ACP” or “the Company”) (TSX-V: ACP) is pleased to announce the expansion of its resource business, to include the potential participation in a key new liquefied natural gas (LNG) project development in North America. The LNG sector in North America is large and growing, especially driven by demand growth in Asia. According to a 2018 report by Shell, over $200 billion of investment in the sector is required by 2030, to meet global demand which is expected to be 575 million metric tonnes by 2035.

ACP has entered into an agreement to acquire a privately-held BC corporation (“LNGCo”), which is a party to a non-binding Letter of Intent to participate for an up to 80% interest in a proposed new Western North American LNG export project. The project has a proposed initial capacity of 4 million metric tonnes per annum (MTPA), with the potential to expand to 8 million MTPA, and will utilize existing infrastructure to access cheap, reliable natural gas from Canada as the feedstock for the LNG. At an initial 4 million MTPA, the LNG project will utilize feedstock of about 600 million cubic feet of natural gas per day (about 100,000 barrels of oil equivalent per day). In addition to access to infrastructure for the delivery of the natural gas as the feedstock, the new LNG project has key export access, for delivery of the LNG produced to buyers in Asia.

To fund an initial expenditure on the project for up to US$625,000, ACP intends to raise up to $1,000,000 by way of a non-brokered private placement (the “Offering”) of units, where a unit (a “Unit”) consists of one common share (a “Common Share”) of the Company and one half of one warrant (a “Warrant”) of the Company to purchase one Common Share. The Unit will be priced at $0.05 per Unit. Each whole Warrant entitles the holder to purchase one Common Share within two years from the Closing Date (as hereinafter defined) of the Offering at a price of $0.10 per Common Share. A finder’s fee may be paid as part of the financing.

As part of this non-brokered financing, the Warrants are subject to an acceleration clause. This clause states that if, four months and one day after the Warrants are issued, the closing price of the common shares of the Company, on the principal market on which such shares trade, is equal to, or exceeds, $0.20 for 10 consecutive trading days (with the 10th such trading date hereafter referred to as the “Eligible Acceleration Date”), the Warrant expiry date shall accelerate to a date 20 calendar days after issuance of a press release by ACP announcing the accelerated Warrant term — provided, no more than five business days following the Eligible Acceleration Date, that the press release is issued; and written notices are sent to all Warrant holders.

The Offering is being made pursuant to certain Canadian prospectus exemptions, including the “existing securityholder” exemption and “purchasers advised by investment dealers” exemption, where applicable. Both the “existing securityholder” and “purchasers advised by investment dealers” exemptions are collectively referred to as the “Existing Securityholder and Retail Investor Exemptions”. Existing shareholders of ACP who wish to subscribe for Units pursuant to the Offering, who held common shares of ACP as of November 18, 2019 and who continue to hold common shares of ACP, and who are permitted to subscribe under the Existing Securityholder and Retail Investor Exemptions should contact the Company pursuant to the contact information set forth below in order to participate in the Offering.

The closing for the Offering is expected to close on or about November 25, 2019 (the “Closing Date”) but may close earlier or later or not at all. Closing of the Offering is also subject to TSX Venture final acceptance.

ARCPACIFIC RESOURCES CORP.

 
 

Furthermore, subject to the acceptance for filing by the TSX Venture exchange, the Company has agreed to issue a total of 5,313,333 shares at the price of $0.06 per share in satisfaction of debts owing to various creditors in the aggregate amount of $318,800. This includes 313,333 shares in settlement of $18,800 to a Company insider, Ruben Verzosa.

All securities issued will be subject to a four month hold period.
About ArcPacific

ArcPacific Resources Corp. (TSX-V: ACP) is a Canadian based company with a project generator business model. Although the Company’s primary business focus since formation has been the exploration of mineral properties, it is now seeking new business opportunities that offer the potential for near term cash flow to create shareholder value. For further information, please visit http://www.arcpacific.ca.

ON BEHALF OF THE BOARD

“R. S. Verzosa”

Ruben S. Verzosa,P.Eng., Director

 

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICE PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OFTHIS NEWS RELEASE.

 

ALL STATEMENTS, ANALYSIS AND OTHER INFORMATION CONTAINED IN THIS PRESS RELEASE ABOUT ANTICIPATED FUTURE EVENTS OR RESULTS CONSTITUTE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKINGSTATEMENTS ARE OFTEN, BUT NOT ALWAYS, IDENTIFIED BY THE USE OF WORDS SUCH AS “SEEK”,“ANTICIPATE”, “BELIEVE”, “PLAN”, “ESTIMATE”, “EXPECT” AND “INTEND” AND STATEMENTS THAT AN EVENTOR RESULT “MAY”, “WILL”, “SHOULD”, “COULD” OR “MIGHT” OCCUR OR BE ACHIEVED AND OTHER SIMILAREXPRESSIONS. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO BUSINESS AND ECONOMIC RISKS ANDUNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS OF OPERATIONS TO DIFFERMATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKINGSTATEMENTS ARE BASED ON ESTIMATES AND OPINIONS OF MANAGEMENT AT THE DATE THE STATEMENTS AREMADE. INVESTORS SHOULD NOT PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS