(TheNewswire)
Vancouver, British Columbia – TheNewswire - April 18, 2024 - Longhorn Exploration Corp. ( TSXV:LEX ) (the“ Company ”) is pleased to announce that it has entered into anarm’s length natural hydrogen lease acquisition agreement (the“ AcquisitionAgreement ”) with PureWave Hydrogen Corp.(“ PureWaveHydrogen ”), whereby the Company has beengranted the exclusive right and option to acquire PureWaveHydrogen’s rights and obligations under the Lease Agreements (asdefined below), covering approximately 314.73 net acres of landlocated in Kansas, USA (the “ Properties ”).
About Naturally Occurring (White)Hydrogen
Natural hydrogen gas, also known as “Geological”,“White” or “Gold” hydrogen is a unique and untapped cleanenergy source, extracted directly from underground.
According to the United States Geological Survey,“ A previously overlooked, potential geologicsource of energy could increase the renewability and lower the carbonfootprint of our nation’s energy portfolio:natural hydrogen.” It is considered thecleanest fuel, because burning it only produces heat and pure water.Engineers have even created a way to use it to generate electricity inthe hydrogen fuelcell 1 . In brief, thisworks because the fuel cell binds hydrogen and oxygen together to makewater, generating electricity in the process.
About PureWave Hydrogen
PureWave Hydrogen is a Colorado based company with itsmission to pioneer the discovery and development of white (natural)hydrogen resources across North America.
PureWave Hydrogen’s vision is that white (natural) hydrogen canfundamentally transform the energy landscape, offering a sustainablealternative to traditional fossil fuels. Its commitment tosustainability and innovation underpins its plans to explore for whitehydrogen deposits in strategic regions of the United States andCanada, including the significant midcontinent rift system. Leveragingstate-of-the-art geospatial data and analytical tools, its team isdedicated to identifying high-potential locations for natural hydrogenextraction.
For further information visit: www.purewavehydrogen.com .
The Lease Agreements
PureWave Hydrogen entered into two lease agreements(the “ LeaseAgreements ”) with private landowners (lessees)in Kansas, USA, which allow for the prospecting, exploring, drillingand production of any substance including hydrogen gas from theProperties. The Lease Agreements are for an initial term of five (5)years and will continue in force so long as drilling operationspersist thereafter or if for so long as there is production from theProperties. The landowners are entitled to a 12.5% royalty from anyproduction from the Properties.
Anthony Zelen, CEO of the Company commented:
“With the increased demand andfocus worldwide for non-fossil fuel based sources of energy, we areexcited to enter into this transaction with PureWave Hydrogen andadvance these natural hydrogen projects. The world is waking up to theprospects of natural hydrogen as a clean and viable source of energyand we look to become a pioneer in this sector.”
Acquisition Agreement
Pursuant to the Acquisition Agreement, in order toexercise the option to assign and assume the Lease Agreements, theCompany must issue common shares, make certain cash payments and incurcertain expenditures on the Properties as follows:
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(a) pay to PureWave Hydrogen atotal of C$300,000, according to the following schedule:
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i. $60,000 within five (5)business of final TSX Venture Exchange (the Exchange ”) approvalof the Acquisition Agreement and the transactions contemplatedthereunder (the “ ExchangeApproval Date ”);
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ii. an additional $60,000 on orbefore the 12-month anniversary of the Exchange Approval Date;
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iii. an additional $80,000 on orbefore the 24-month anniversary of the Exchange ApprovalDate;
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iv. an additional $100,000 on orbefore the 36-month anniversary of the Exchange ApprovalDate;
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(b) issue and deliver to PureWaveHydrogen a total of 2,000,000 common shares of the Company( Shares ”), according to the following schedule:
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i. 200,000 Shares within five (5)business of the Exchange Approval Date ( Initial Payment Shares ”);
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ii. an additional 200,000 Shareson or before the 12-month anniversary of the Exchange Approval Date(the First AnniversaryShares ”);
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iii. an additional 600,000 Shareson or before the 24-month anniversary of the Exchange Approval Date;and
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iv. an additional 1,000,000 Shareson or before the 36-month anniversary of the Exchange ApprovalDate;
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(c) incur minimum workexpenditures on the Properties of not less than an aggregate ofC$3,000,000 according to the following schedule:
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i. $500,000 on or before the12-month anniversary of the Exchange Approval Date;
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ii. an additional $1,000,000 on orbefore the 24-month anniversary of the Exchange Approval Date;and
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iii. an additional $1,500,000 onor before the 36-month anniversary of the Exchange Approval Date.
The Initial Payment Shares and the First AnniversaryShares will, in addition to the statutory holdperiod of four months and one day from the date of issuance, besubject to a 12-month voluntary hold period from the date of issuance.
The Acquisition Agreement is subject to the prior acceptance of the Exchange,and, if completed, the proposed transaction (the “ Transaction ”) willconstitute a “ Fundamental Acquisition ” for the Company pursuant to Exchange Policy 5.3 – Acquisitions and Dispositionsof Non-Cash Assets . The acceptance of theExchange will require, among other things, the completion and filingof National Instrument 51-101 – Standards of Disclosure for Oil and GasActivities report (the “ 51-101 Report ”) andthe completion of the Private Placement (defined below) .
Trading in the common shares of the Company has beenhalted in accordance with the policies of the Exchange and will remainhalted until such time as all required documentation has been filedwith and accepted by the Exchange and permission to resume trading hasbeen obtained from the Exchange.
Board Changes
In connection with the closing of the Transaction, theCompany expects the board of directors and senior officers to consistof: Anthony Zelen (existing CEO and Director), Ryan Cheung (existingCFO and Corporate Secretary), Raymond Wladichuk (existing Director),and up to two representatives from PureWave Hydrogen who may join theboard of directors of the Company, which are expected to be RobertPrice and Bruce Nurse. Peter Dyakowski (existing Director) and ToddHanas (existing Director) are expected to resign in connection withthe proposed Transaction.
Robert B. Price has an extensive background in energy,real estate, and manufacturing. He has held positions such as VicePresident and Trust Officer at First National Bank and Trust Companyof Tulsa (now J.P. Morgan Chase Bank) and managed Brooks EnergyCompany, specializing in oil, natural gas, and helium. Mr. Pricerecently sold a significant stake in a New Mexico hydrogen electricalgeneration business to Tallgrass Energy, backed by Blackstone group.He also owned S&R Compression, a natural gas compressormanufacturing and rental company. As Chairman and CEO of HighlandsNatural Resources, he focused on oil and gas wells in Colorado’s DJBasin. Mr. Price founded Zeledyne, acquiring Ford Motor Company’sGlass division, and led Total Helium, partnering with Linde for heliumproduction and storage. Additionally, he is a partner in LN Energy,involved in a major natural gas project in Italy. In public service,Mr. Price was a member of the U.S. Department of Interior’s RoyaltyPolicy Committee and served on the board of Tulsa Technology Centerand Colorado’s Economic Development Commission. He holds a B.A. fromthe University of Colorado at Denver and a J.D. from the University ofTulsa.
Bruce Nurse is a highly regarded authority in therealms of corporate development and capital markets, boasting animpressive track record spanning more than 25 years. His expertiselies in strategic planning, execution, financing, and marketingstrategies tailored specifically for start-ups and oil and gasexploration enterprises. Throughout his illustrious career, Mr. Nursehas navigated a diverse array of professional landscapes, seamlesslytransitioning between pivotal roles within both private and publicsectors.
Private Placement Financing
In connection with the Acquisition Agreement, theCompany intends to complete a non-brokered private placement financingfor minimum gross proceeds of C$1,000,000 and maximum gross proceedsof C$1,300,000 at a price of $0.10 per common share (the“ PrivatePlacement ”).
The Private Placement is subject to Exchange approval.All securities issued under the Private Placement will be subject to astatutory hold period of four months and one day following issuance inaccordance with applicable Canadian securities laws and the policiesof the Exchange. Finder’s fees may be payable in connection with thePrivate Placement, all in accordance with the policies of the Exchangeand applicable securities laws.
About Longhorn ExplorationCorp. : LonghornExploration Corp. is a mineral exploration company focused on theacquisition, exploration and development of mineral resourceproperties. The Company has an option to acquire a 100% interest andtitle to the Fame property located in the Clinton Mining Division, BritishColumbia.
Contact Information - For more information, please contact:
Anthony Zelen, Chief Executive Officer &Director
Tel: 778-388-5258
Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this release.
This news release does not constitute an offer to sellor a solicitation of an offer to buy nor shall there be any sale ofany of the securities in any jurisdiction in which such offer,solicitation or sale would be unlawful, including any of thesecurities in the United States of America. The securities have notbeen and will not be registered under the United States Securities Actof 1933, as amended (the “ 1933 Act ”) or any state securities laws andmay not be offered or sold within the United States or to, or foraccount or benefit of, U.S. Persons (as defined in Regulation S underthe 1933 Act) unless registered under the 1933 Act and applicablestate securities laws, or an exemption from such registrationrequirements is available.
Forward-Looking Statements
This news release contains “forward?lookinginformation or statements” within the meaning of applicablesecurities laws, which may include, without limitation , statements relating to the closing of the proposedTransaction pursuant to the Acquisition Agreement, the closing of thePrivate Placement, satisfaction of the conditions to closing under theAcquisition Agreement, completion and filing of a 51-101 Report,obtaining Exchange approval of the Acquisition Agreement and thetransactions contemplated thereunder, the Company’s plans, thetechnical, financial and business prospects of the Company, itsproject and other matters . All statements inthis news release, other than statements of historical facts, thataddress events or developments that the Company expects to occur, areforward-looking statements.
There can be no assurance that the proposed transactionwith PureWave Hydrogen will be completed or, if completed, will besuccessful. All information contained in this news release withrespect to PureWave Hydrogen was supplied by PureWave Hydrogen.
Although the Company believes the expectationsexpressed in such forward-looking statements are based on reasonableassumptions, such statements are not guarantees of future performanceand actual results may differ materially from those in theforward-looking statements. Such statements and information are basedon numerous assumptions regarding present and future businessstrategies and the environment in which the Company will operate inthe future, including the price of metals and hydrogen, the ability toachieve its goals, that general business and economic conditions willnot change in a material adverse manner, that financing will beavailable if and when needed and on reasonable terms. Suchforward-looking information reflects the Company’s views withrespect to future events and is subject to risks, uncertainties andassumptions, including the risks anduncertainties relating to the interpretation of exploration results,risks related to the inherent uncertainty of exploration and costestimates and the potential for unexpected costs and expenses and those other risks filed under the Company’sprofile on SEDAR+ at www.sedarplus.ca. Factors that could cause actualresults to differ materially from those in forward looking statementsinclude, but are not limited to, continued availability of capital andfinancing and general economic, market or business conditions, adverseweather or climate conditions, failure to maintain all necessarygovernment permits, approvals and authorizations, the impact of viruses and diseases on the Company’s abilityto operate, failure to secure the equipment andpersonnel necessary to carry out work programs, decrease in the priceof gold, copper and other metals and hydrogen, failure to maintaincommunity acceptance (including first nations), increase in costs,litigation, and failure of counterparties to perform their contractualobligations. The Company does not undertake to updateforward?looking statements or forward?looking information, exceptas required by law.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICESOR FOR DISSEMINATION IN THE UNITED STATES.
1 The Potential forGeologic Hydrogen for Next-Generation Energy | U.S. Geological Survey(usgs.gov)
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