Calgary, Alberta--(Newsfile Corp. - July 10, 2026) - International Frontier Resources Corporation (TSXV: IFR) (" IFR ") and Kinjal Corporation (" Kinjal ") are pleased to announce the first close of the previously announced subscription receipt equity private placement offering (the " Concurrent Financing ") in connection with the proposed reverse takeover of IFR by Kinjal (the " RTO Transaction "). The second close is expected to be on July 27, 2026. Thus far, IFR and Kinjal have received executed subscription agreements totaling approximately C$35.4 million.
The closing of the first tranche of the Concurrent Financing resulted in aggregate gross proceeds of C$31.8 million, and the second tranche of the Concurrent Financing will be completed for an incremental minimum of approximately C$3.6 million, resulting in the Concurrent Financing being completed for a minimum of C$35.4 million and up to C$40 million in aggregate gross proceeds. Warren Levy, CEO of Kinjal stated "given the positive evolution of the Mexican gas market both economically and politically since we initiated the transaction process and the further progress with our lenders as we work towards execution of the definitive credit agreement, we are confident that the Concurrent Financing will provide the right level of funding to close on the announced transactions and develop the assets on a timely basis." The Concurrent Financing is being led by Research Capital Corporation (" RCC "), as lead agent and sole bookrunner, on behalf of a syndicate of agents including Canaccord Genuity Corp. and ATB Capital Markets Corp. (collectively, the " Agents "). The first tranche closing of the Concurrent Financing for aggregate gross proceeds of C$31.8 million consists of: a) 36,259,742 subscription receipts of Kinjal (the " Kinjal Subscription Receipts ") at a price of C$0.80 per Kinjal Subscription Receipt; and b) 3,545,000 subscription receipts of IFR (the " IFR Subscription Receipts ") at a price of C$0.80 per IFR Subscription Receipt.
Each Kinjal Subscription Receipt entitles the holder thereof, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of the Escrow Release Conditions (as defined herein) to receive one unit of Kinjal (a " Kinjal Unit "). Each Kinjal Unit consists of one common share of Kinjal (a " Kinjal Share ") and one-half of one common share purchase warrant of Kinjal (each whole warrant, a " Kinjal Warrant "). Each IFR Subscription Receipt entitles the holder thereof, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of the Escrow Release Conditions (as defined herein) to receive one unit of IFR (an " IFR Unit ").
Each IFR Unit consists of one common share of IFR (on a post- Share Consolidation (as defined below) basis) (an " IFR Share ") and one-half of one common share purchase warrant of IFR (each whole warrant, an " IFR Warrant "). The Kinjal Shares, Kinjal Warrants and Kinjal Warrant Shares (as defined below) are collectively referred to herein as the " Kinjal Securities ". The IFR Shares, IFR Warrants and IFR Warrant Shares (as defined below) are collectively referred to herein as the " IFR Securities ".
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Each Kinjal Warrant entitles the holder to purchase one common share of Kinjal (a " Kinjal Warrant Share ") at an exercise price of C$1.05 per Kinjal Warrant Share until the date that is 36 months following the satisfaction or waiver of the Escrow Release Conditions. Each IFR Warrant entitles the holder to purchase one common share of IFR (a " IFR Warrant Share ") at an exercise price of C$1.05 per IFR Warrant Share (on a post- Share Consolidation basis) until the date that is 36 months following the satisfaction or waiver of the Escrow Release Conditions. In addition, Kinjal continues to advance on the previously announced Proposed Mexican Asset Transactions.
For further information relating to the series of transactions respecting certain oil and gas assets in Mexico (the " Proposed Mexican Asset Transactions "), please refer to the news releases dated May 4, 2026, May 25, 2026 and June 9, 2026. US$30 Million Debt Facility with Summit Ridge Capital Partner Kinjal continues to advance documentation in respect of the previously announced US$30 million debt facility pursuant to a signed binding term sheet with Summit Ridge Capital Partners (" Summit Ridge "), a well-recognized Latin American focused lender based in Chile, on behalf of a syndicate, to fund the acquisition of the working interest and operatorship of the Misión asset (" Misión Field ") as part of its acquisition of Servicios Múltiples de Burgos, S.A. de C.V. (" SMB "). The debt facility is subject to the execution of a final definitive credit agreement to be entered into between Kinjal and Summit Ridge.
Further Details on the Concurrent Financing The net proceeds of the Concurrent Financing will be used to fund the Proposed Mexican Asset Transactions and for working capital and general corporate purposes. The gross proceeds of the Concurrent Financing, less the Agents' expenses and cash commission have been deposited and held by Computershare Trust Company of Canada (the " Escrow Agent "), in an interest bearing account (the " Escrowed Funds ") pursuant to the terms of subscription receipt agreements entered into among the Escrow Agent, RCC and each of Kinjal and IFR. The Escrowed Funds (less any remaining costs and expenses of the Agents) will be released from escrow to the resulting issuer (the " Resulting Issuer "), being IFR following completion of the RTO Transaction, as applicable, upon satisfaction of the following conditions (collectively, the " Escrow Release Conditions ") no later than the 90th day following the last closing date, or such other date as may be mutually agreed to in writing between Kinjal, IFR and RCC (the " Escrow Release Deadline "), including: a) the completion of the Concurrent Financing, in one or more tranches, for minimum aggregate gross proceeds of C$35,000,000; b) the completion, satisfaction or waiver of all conditions precedent to the RTO Transaction in accordance with the definitive agreement between Kinjal and IFR entered on April 16, 2026 (" Definitive Agreement "), including but not limited to the completion of the consolidation of its issued and outstanding common shares on a 13 for 1 basis (" Share Consolidation "), to the satisfaction of the Agents; c) the receipt of all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the TSX Venture Exchange (the " Exchange ") for the listing and the RTO Transaction; d) the Resulting Issuer securities issued in exchange for the Kinjal Securities not being subject to any statutory or other hold period in Canada; e) the representations and warranties of Kinjal and IFR contained in the Agency Agreement being true and accurate in all material respects, as if made on and as of the escrow release date; and f) Kinjal, IFR and the Agents having delivered a joint notice and direction to the Escrow Agent, confirming that the conditions set forth in (a) to (e) above have been met or waived.
As a condition precedent to the execution by the Agents of the joint notice and direction referred to in (e) above, the Chief Executive Officer of each of Kinjal and IFR (or such other officers as may be acceptable to the Agents, acting reasonably) will certify to the Agents that the Escrow Release Conditions (other than that set out in (e) above) have been satisfied. If (i) the satisfaction of the Escrow Release Conditions does not occur on or prior to the Escrow Release Deadline, or such other date as may be mutually agreed to in writing among Kinjal, IFR and the Agents, or (ii) Kinjal or IFR has advised the Agents or the public that it does not intend to proceed with the Proposed Mexican Asset Transactions or the RTO Transaction, as applicable, then all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of Subscription Receipts an amount equal to the issue price of the Subscription Receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon). If the Escrowed Funds are not sufficient to satisfy the aggregate purchase price paid for the then issued and outstanding Subscription Receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be the Company's and IFR's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.
The Kinjal Subscription Receipts and Kinjal Securities issued pursuant to the Concurrent Financing are subject to a four month and one day hold period from the later of: (i) the Closing Date; and (ii) Kinjal becoming a reporting issuer in any province or territory; provided that any such hold periods shall not be applicable upon completion of the RTO Transaction and will become "free trading" securities of the Resulting Issuer. The IFR Subscription Receipts and IFR Securities issued pursuant to the closing of the first tranche of the Concurrent Financing are eligible for registered accounts in Canada and will be subject to a hold period that expires on November 10, 2026. In addition, Kinjal will use commercial reasonable efforts to obtain the necessary approvals to list the Kinjal Warrants on the Exchange.
The closing of the first tranche of the Concurrent Financing by IFR is subject to final approval of the Exchange. Kinjal and IFR have granted the Agents an option to offer an additional number of Subscription Receipts for up to 15% of the gross proceeds of the Concurrent Financing at any time up to 48 hours prior to closing of the Concurrent Financing. Kinjal has received an investment as part of the Concurrent Financing from a strategic investor for C$1,600,000.
This investment is not subject to the Escrow Release Conditions, of which C$1,100,000 will be funded as part of the first tranche of the Concurrent Financing and the remaining balance in the second tranche. The strategic investor would be solely at risk for such amount, without affecting other subscribers whose investment remain in the escrow account, in the unlikely event that the Proposed Mexican Asset Transactions or RTO Transaction is terminated. In connection with the closing of the first tranche of the Concurrent Financing, the Agents received a cash fee in the amount of C$1,397,627 and Kinjal issued 1,747,033 non-transferable broker warrants (the " Broker Warrants ") equal to 7.0% of the total number of Subscription Receipts sold under the Concurrent Financing.
In addition, the Agents received an advisory fee of C$470,000 and 587,500 advisory broker warrants on the same terms as the Broker Warrants. Each Broker Warrant entitles the holder thereof to purchase one Kinjal Unit at an exercise price of C$0.80 per Kinjal Unit for a period of 36 months following the satisfaction or waiver of the Escrow Release Conditions (which Kinjal Units would also be automatically exchanged pursuant to the RTO Transaction). Completion of the transaction is subject to a number of conditions, including but not limited to, the Exchange's acceptance and if applicable, disinterested 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 IFR should be considered highly speculative. The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About Kinjal Kinjal is a private oil and gas company incorporated under the laws of Ontario and focused on Mexican upstream oil and gas opportunities. Kinjal intends to pursue the Proposed Mexican Asset Transactions described above. About International Frontier Resources Corporation International Frontier Resources Corporation is a Canadian publicly traded oil and gas company focused on the acquisition and development of energy assets.
Through its Mexican subsidiary, Petro Frontera S.A.P.I. de C.V., IFR has been advancing petroleum and natural gas assets in Mexico. IFR's shares are listed on the Exchange under the symbol IFR. For further information contact: Kinjal Corporation - Warren Levy, wlevy@kinjalgas.com International Frontier Resources Corporation - Tony Kinnon, tkinnon@internationalfrontier.com ; (403) 607-6591 Cautionary Note Regarding Forward Looking Information This news release contains forward-looking statements and forward-looking information (collectively " forward-looking information") within the meaning of applicable securities laws.
Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking information. Forward-looking information is often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking information. More particularly and without limitation, this new release contains forward looking information concerning: the Concurrent Financing including the closing of a second tranche of the Concurrent Financing, the Escrow Release Conditions in respect of the Concurrent Financing, and the potential use of proceeds of the Concurrent Financing; the RTO Transaction, the potential terms and conditions in relation to the RTO Transaction, the potential completion of the RTO Transaction and date for completion of the RTO Transaction, the effect of the completion of the RTO Transaction, the length of the continued halt in relation to the RTO Transaction and timing for the commencement of trading of the shares of IFR; Kinjal, the assets of Kinjal and the Proposed Mexican Asset Transactions, including the completion of the Proposed Mexican Asset Transactions, the reasons for the formation of Kinjal including the objective of contributing to the country's energy priorities by supporting domestic natural gas production which will assist in strengthening energy security and complementing broader national development objectives, the increase in Mexican production as a result of the formation of Kinjal, the potential of the Proposed Mexican Asset Transactions, including development upside, production growth and a stable long life production platform of such assets and the Proposed Mexican Asset Transactions being a high impact growth project with development and exploration upside that management believes can be advanced within internally generated cash flow, supporting disciplined growth and long-term value creation; and the Resulting Issuer.
IFR cautions that all forward-looking information is inherently uncertain. There can be no assurance that such forward-looking information will prove to be accurate. Actual results and ‎future events could differ materially from those anticipated in such forward-looking information.
This forward-‎looking information reflects IFR's current beliefs and is based on information currently available to ‎IFR and on assumptions IFR believes are reasonable. These assumptions include, but are not ‎limited to: assumptions with respect to the Definitive Agreement and its terms; the ability to obtain IFR shareholder approval and the timing and results of a meeting in respect of the same; the Exchange's acceptance of the RTO Transaction, the Concurrent Financing and other items disclosed in this news release; the terms of, and completion of, the Concurrent Financing and the Proposed Mexican Asset Transactions; market acceptance of the Concurrent Financing and the successful completion and timing of the Concurrent Financing; the satisfaction or waiver of any conditions to the RTO Transaction, contained in the Definitive Agreement or the Escrow Release Conditions; shareholder approval of the RTO Transaction, and any other required approvals in relation to the same; regulatory approval in relation to the RTO Transaction and the Proposed Mexican Asset Transactions; successful execution and completion of any ancillary agreements described in this news release, or necessary or desirable for the completion of the RTO Transaction; oil and gas information in relation to the Proposed Mexican Asset Transactions, and financial information and financial statements of Kinjal, being accurate and as disclosed to IFR and its directors and officers; the timing of filing regulatory applications and the expected results thereof; the impact of governmental controls and regulations on IFR's and the Resulting Issuer's operations; the timing of receipt of required approvals and permits from regulatory authorities, including but not limited to any approvals and notices that may be required under the Investment Canada Act , if applicable; Kinjal's and the Resulting Issuer's assets, liabilities, financial resources, financial position and growth prospects; the anticipated benefits from the Proposed Mexican Asset Transactions and the Concurrent Financing; and expectations regard prevailing commodity prices, access to premium-priced domestic gas markets, exchange rates, interest rates, applicable royalty rates and tax laws. Forward looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance, or achievements of IFR, and the potential completion of the transactions disclosed in this news release, to be materially different from those expressed or implied by such forward-looking information.
Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals, including the Exchange's acceptance; the actual results of future operations; difficulties in obtaining financing and risks relating to the completion of the Concurrent Financing; risks inherent in oil and natural gas operations; fluctuations in the price of oil and natural gas, interest and exchange rates; the risks of the oil and gas industry, such as operational risks and market demand; governmental regulation of the oil and gas industry, including environmental regulation; actions taken by governmental authorities, including increases in taxes and changes in government regulations and incentive programs; geological, technical, drilling and processing problems; the uncertainty of resource and reserves estimates and reserves life; unanticipated operating events which could reduce production or cause production to be shut-in or delayed; hazards such as fire, explosion, blowouts, cratering, and spills, each of which could result in substantial damage to wells, production facilities, other property and the environment or in personal injury; encountering unexpected formations or pressures, premature decline of reservoirs and the invasion of water into producing formations; failure to obtain industry partner and other third party consents and approvals, as and when required; competition; the timing and availability of external financing on acceptable terms; and lack of qualified, skilled labour or loss of key individuals. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in IFR's disclosure documents on the SEDAR+ website at www.sedarplus.ca . Although IFR has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.
Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions, or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement.
The forward-looking information contained in this news release represents the expectations of IFR as of the date of this news release and, accordingly, is subject to change after such date. However, IFR expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law. Other Cautionary Statements THIS PRESS RELEASE, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES OF THE ISSUER IN THE UNITED STATES.
THE SECURITIES OF THE ISSUER HAVE NOT BEEN, AND WILL NOT BE, 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. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/304716 Newsfile Corp. July 10, 2026 - 6:30 AM PDT News by QuoteMedia www.quotemedia.com
