Condor Energies Inc. (“Condor”) (TSX: CDR) is pleased to announce that, due to continuing strong investor demand, it has further upsized its previously announced brokered, marketed offering of common shares of Condor (“Common Shares”). Pursuant to the upsize, the Company will be issuing Common Shares at a price of $1.90 per Common Share, of which $10,000,000 will be under the Listed Issuer Financing Exemption (the “LIFE Offering”) and $7,000,000 by way of a private placement to accredited investors (the “Accredited Investor Offering”), resulting in aggregate gross proceeds of $17,000,000 (collectively, the “Offering”).
The Offering is being led by Research Capital Corporation, as the lead agent and sole bookrunner, on behalf of a syndicate of agents, including Auctus Advisors LLP and Canaccord Genuity Corp. (collectively, the “Agents”).
The lead investor and largest shareholder of the Company, EurAsia Resource Value S.E., and together with certain insiders and other significant strategic investors of the Company will be subscribing into the Accredited Investor Offering.
The net proceeds of the Offering will be used for the ongoing workover program as part of Condor’s production enhancement service activities in Uzbekistan, accelerating a multi-well vertical and horizontal drilling program to the first half of 2025, purchasing additional in-field flowline water separation systems and field equipment, upgrading field facilities, working capital and general corporate purposes. Condor is continuing and expanding the workover program initiated in June 2024 comprised of plunger lift installations, production tubing replacements, perforating previously non-depleted and bypassed pay zones and other workover activities. A third service rig is planned to commence operations in the first quarter of 2025.
In addition, the Company has granted the Agents an option (the “Agents’ Option”) to increase the size of the Accredited Investor Offering by up to $2,550,000 by giving written notice of the exercise of the Agent's Option, or a part thereof, to the Company at any time prior to closing of the Offering.
As part of the Offering, 5,263,157 Common Shares (“LIFE Shares”) will be offered for sale to purchasers pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) in all provinces of Canada, except Quebec, and other qualifying jurisdictions, including the United States. In addition, in relation to the Accredited Investor Offering and assuming the exercise of the full Agents’ Option, up to 5,026,315 Common Shares (“Accredited Investor Shares”) will also be offered to “accredited investors” (as defined in NI 45-106) pursuant to the accredited investor exemption under NI 45-106 (or, in Ontario, under section 73.3 of the Ontario Securities Act) in all provinces of Canada, and other qualifying jurisdictions, including the United States. The LIFE Shares will not be subject a statutory hold period under applicable Canadian securities laws, but any LIFE Shares sold in jurisdictions outside of Canada may be subject to hold periods and other resale restrictions. The Accredited Investor Shares will have a statutory hold period of 4 months and a day from closing of the Offering. There is a second amended and restated offering document dated November 28, 2024 (the “Offering Document”) related to this Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.condorenergies.ca. Prospective investors should read the Offering Document before making an investment decision. The Offering Document amends and restates the offering document of the Company dated November 20, 2024 and November 25, 2024 in respect of the Offering.
The Offering is anticipated to close on or about December 5, 2024, or such later date as the Agents and the Company may determine. The closing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Toronto Stock Exchange (the “TSX”).
The Company has agreed to pay to the Agents a cash commission equal to 6% of the gross proceeds of the Offering (including in respect of any exercise of the Agents’ Option). In addition, the Company has agreed to issue to the Agents broker warrants of the Company to acquire in aggregate the number of Common Shares equal to 3% of the number of Common Shares sold under the Offering (including in respect of any exercise of the Agents’ Option). The Agents may exercise the broker warrants for a period of 24 months following the Offering at an exercise price of $2.20. Notwithstanding the foregoing, the Company has agreed to pay to the Agents a reduced cash commission equal to 2% of the gross proceeds of certain president’s list orders.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of securities of Condor (including the Common Shares) in any jurisdiction in which such offer, solicitation or sale would be unlawful, and in particular, this news release does not constitute an offer to sell or a solicitation of an offer to buy any Common Shares in United States of America or to U.S. Persons (as defined below). The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.