22:00:39 EDT Wed 10 Jun 2026
Enter Symbol
or Name
USA
CA



International Frontier Resources Corp (2)
Symbol IFR
Shares Issued 38,085,397
Close 2026-04-16 C$ 0.035
Market Cap C$ 1,332,989
Recent Sedar+ Documents

International Frontier, Kinjal increase financing

2026-06-10 18:57 ET - News Release

Mr. Tony Kinnon reports

INTERNATIONAL FRONTIER RESOURCES CORPORATION AND KINJAL CORPORATION ANNOUNCE UPSIZE OF BROKERED EQUITY FINANCING TO C$40 MILLION

International Frontier Resources Corp. and Kinjal Corp., further to the May 4, 2026, and May 25, 2026, news releases, due to strong investor demand, have entered into an amendment agreement with Research Capital Corp., as lead agent and sole bookrunner, on behalf of a syndicate of agents, including Canaccord Genuity Corp. and ATB Cormark Capital Markets, to increase the size of the previously announced best-efforts, brokered private placement offering of aggregate gross proceeds for up to $40-million (Canadian) (approximately $29-million (U.S.)). In addition, the concurrent financing will now consist of:

  • Subscription receipts of Kinjal at a price of 80 Canadian cents per Kinjal subscription receipt;
  • Subscription receipts of International Frontier at a price of 80 Canadian cents per International Frontier subscription receipt (on a postconsolidation (as defined herein) basis).

Each Kinjal subscription receipt will entitle 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. Each International Frontier subscription receipt will entitle 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 International Frontier.

Each Kinjal unit will consist of one common share of Kinjal and one-half of one common share purchase warrant of Kinjal. Each International Frontier unit will consist of one common share of International Frontier (on a postconsolidation basis) and one-half of one common share purchase warrant of International Frontier.

The Kinjal shares, Kinjal warrants and Kinjal warrant shares (as defined below) are collectively referred to herein as the Kinjal securities. The International Frontier shares, International Frontier warrants and International Frontier warrant shares (as defined below) are collectively referred to herein as the International Frontier securities.

Each Kinjal warrant will entitle the holder to purchase one common share of Kinjal at an exercise price of $1.05 (Canadian) per Kinjal warrant share until the date that is 36 months following the satisfaction or waiver of the escrow release conditions.

Each International Frontier warrant will entitle the holder to purchase one common share of International Frontier at an exercise price of $1.05 (Canadian) per International Frontier warrant share (on a postconsolidation basis) until the date that is 36 months following the satisfaction or waiver of the escrow release conditions.

$30-million (U.S.) debt facility with Summit Ridge Capital Partner

Kinjal continues to advance documentation in respect of the previously announced $30-million (U.S.) debt facility pursuant to a signed binding term sheet with Summit Ridge Capital Partners, a well-recognized Latin American-focused lender based in Chile, on behalf of a syndicate, to finance the acquisition of the working interest and operatorship of the Mision asset as part of its acquisition of Servicios Multiples 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.

Overview of the proposed Mexican asset and RTO (reverse takeover) transactions

Kinjal intends to complete the following series of transactions respecting certain oil and gas assets in Mexico as follows: (i) acquisition of a 100-per-cent interest in SMB, which holds the Mexico-based Mision field from Tecpetrol Operaciones S.A. de C.V. and Industrial Perforadora de Campeche (IPDC); (ii) the acquisition of a 57.37-per-cent interest in Tonalli Energia S.A.P.I. de C.V.; (iii) agreements with Pantera Exploracion y Produccion 2.2 S.A.P.I de C.V. (Pantera 2.2) and Jaguar Exploracion y Produccion 2.3 S.A.P.I. de C.V. (Jaguar 2.3), pursuant to which Kinjal will acquire the right to earn up to 80 per cent of Jaguar 2.3's working interest in the CNH-R02-L03-CS-06/2017 licence contract (CS.06 block) and up to 80 per cent of Pantera 2.2's working interest in the CNH-R02-L02-A10.CS/2017 licence contract (A10.CS block).

For greater certainty, following the completion of the proposed Mexican asset transactions, the resulting issuer, being International Frontier following completion of the RTO transaction (as defined below), will directly or indirectly own the respective assets from the proposed Mexican asset transactions.

As previously announced, Kinjal and International Frontier entered into a definitive agreement on April 16, 2026, such that, concurrent with the completion of the proposed Mexican asset transactions, International Frontier will acquire all of the issued and outstanding shares of Kinjal by way of a reverse takeover.

The definitive agreement contemplates that the RTO transaction will be structured as a three-cornered amalgamation under the Business Corporations Act (Ontario), whereby:

  • International Frontier will complete a consolidation of its issued and outstanding common shares on a 1:13 basis;
  • A wholly owned subsidiary of International Frontier will amalgamate with Kinjal;
  • All of the issued and outstanding common shares of Kinjal will be exchanged for common shares of the resulting issuer (on a postconsolidation basis) based on an exchange ratio of one resulting issuer share for each Kinjal common share;
  • All of the issued and outstanding Kinjal warrants will be exchanged for common share purchase warrants of the resulting issuer (on a postconsolidation basis) based on an exchange ratio of one resulting issuer warrant for each Kinjal warrant, on economically equivalent terms;
  • Kinjal will become a wholly owned subsidiary of the resulting issuer;
  • The resulting issuer will continue as the listed issuer under the name Kinjal Gas Ltd., or such other name as the parties agree to and is accepted by the TSX Venture Exchange.

Further details on the concurrent financing

Kinjal and International Frontier have granted the agents an option to offer an additional number of subscription receipts for up to 15 per cent of the gross proceeds of the concurrent financing at any time up to 48 hours prior to closing of the concurrent financing.

The net proceeds of the offering will be used to finance the proposed Mexican asset transactions and for working capital and general corporate purposes.

The gross proceeds of the offering, less the agents' expenses and 50 per cent of the cash commission, will be deposited and held by a licensed Canadian trust company or other escrow agent mutually acceptable to the agents (defined below), Kinjal and International Frontier, in an interest-bearing account pursuant to the terms of subscription receipt agreements to be entered into on the closing date among Kinjal, International Frontier, the agents (as defined below) and the escrow agent. The escrowed funds (less the remaining 50 per cent of the cash commission and any remaining costs and expenses of the agents) will be released from escrow to the resulting issuer, as applicable, upon satisfaction of the following conditions no later than the 90th day following the closing date, or such other date as may be mutually agreed to in writing between Kinjal, International Frontier and the agents, including:

  • The completion, satisfaction or waiver of all conditions precedent to the RTO transaction in accordance with the definitive agreement, including, but not limited to, the completion of the share consolidation, to the satisfaction of the agents;
  • The receipt of all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the TSX Venture Exchange for the listing and the RTO transaction;
  • The resulting issuer securities issued in exchange for the Kinjal securities not being subject to any statutory or other hold period in Canada;
  • The representations and warranties of Kinjal and International Frontier contained in the agency agreement to be entered into in connection with the offering being true and accurate in all material respects, as if made on and as of the escrow release date;
  • Kinjal, International Frontier and the agents having delivered a joint notice and direction to the escrow agent, confirming that the conditions set forth in the four preceding bullet points have been met or waived.

As a condition precedent to the execution by the agents of the joint notice and direction referred to in the last bulletin point of the prceding paragraph, the chief executive officer of each of Kinjal and International Frontier (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 the last bullet point of the preceding paragraph) 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, International Frontier and the agents; or (ii) Kinjal or International Frontier 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 International Frontier's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.

The concurrent financing is expected to close on or about the week of June 24, 2026, or such other date as agreed upon between Kinjal, International Frontier and the agents, and is subject to certain conditions set out in the agency agreement. In connection with, and as a condition to, the completion of the RTO transaction, the resulting issuer shares (including those issued in exchange for the underlying shares and issuable pursuant to the warrants and options of the resulting issuer) will be listed on the TSX-V.

The Kinjal subscription receipts and Kinjal securities issued pursuant to the offering will be 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 International Frontier subscription receipts and International Frontier securities issued pursuant to the offering are eligible for registered accounts in Canada and will be subject to a statutory hold period in Canada that extends to four months and one day after the closing date (as defined herein).

In connection with the concurrent financing, the agents will receive an aggregate cash fee equal to 7.0 per cent of the gross proceeds of the concurrent financing, subject to a reduction for certain purchasers on the president's list. In addition, the resulting issuer will grant the agents, on the date of closing, non-transferable broker warrants equal to 7.0 per cent of the total number of subscription receipts sold under the concurrent financing, subject to a reduction for certain purchaser on a president's list. Each broker warrant will entitle the holder thereof to purchase one unit, or equivalent units of the resulting issuer, at an exercise price of 80 Canadian cents per unit for a period of 36 months following the satisfaction or waiver of the escrow release conditions.

Completion of the transaction is subject to a number of conditions, including, but not limited to, TSX-V 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 International Frontier should be considered highly speculative.

About Kinjal Corp.

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 Corp.

International Frontier Resources 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., International Frontier has been advancing petroleum and natural gas assets in Mexico.

International Frontier's shares are listed on the TSX-V under the symbol IFR.

We seek Safe Harbor.

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