Mr. Warren Levy of Kinjal reports
INTERNATIONAL FRONTIER RESOURCES CORPORATION AND KINJAL CORPORATION ANNOUNCE CLOSING OF INITIAL TRANCHE OF EQUITY FINANCING
International Frontier Resources Corp. has made the first close of the previously announced subscription receipt equity private placement offering in connection with the proposed reverse takeover of International Frontier by Kinjal (the RTO transaction). The second close is expected to be on July 27, 2026.
Thus far, International Frontier and Kinjal have received executed subscription agreements totaling approximately $35.4-million. The closing of the first tranche of the concurrent financing resulted in aggregate gross proceeds of $31.8-million, and the second tranche of the concurrent financing will be completed for an incremental minimum of approximately $3.6-million, resulting in the concurrent financing being completed for a minimum of $35.4-million and up to $40-million in aggregate gross proceeds.
Warren Levy, chief executive officer 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 Corp. (RCC), as lead agent and sole bookrunner, on behalf of a syndicate of agents including Canaccord Genuity Corp. and ATB Capital Markets Corp.
The first tranche closing of the concurrent financing for aggregate gross proceeds of $31.8-million consists of:
- 36,259,742 subscription receipts of Kinjal at a price of 80 cents per Kinjal subscription receipt;
- 3,545,000 subscription receipts of International Frontier at a price of 80 cents per International Frontier 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. Each Kinjal unit consists of one common share of Kinjal and one-half of one common share purchase warrant of Kinjal.
Each International Frontier 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 International Frontier. Each International Frontier unit consists of one common share of International Frontier (on a postshare consolidation (as defined below) 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 entitles the holder to purchase one common share of Kinjal at an exercise price of $1.05 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 entitles the holder to purchase one common share of International Frontier at an exercise price of $1.05 per International Frontier warrant share (on a postshare 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, please refer to the news releases dated May 4, 2026, May 25, 2026, and June 9, 2026.
$30-million (U.S.) debt facility with Summit Ridge Capital Partners
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.
Further details on the concurrent financing
The net proceeds of the concurrent financing will be used to finance 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, in an interest bearing account pursuant to the terms of subscription receipt agreements entered into among the escrow agent, RCC and each of Kinjal and International Frontier. The escrowed funds (less any remaining costs and expenses of the agents) will be released from escrow to the resulting issuer, being International Frontier following completion of the RTO transaction, as applicable, upon satisfaction of the following 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, International Frontier and RCC, including:
- The completion of the concurrent financing, in one or more tranches, for minimum aggregate gross proceeds of $35-million;
- The completion, satisfaction or waiver of all conditions precedent to the RTO transaction in accordance with the definitive agreement between Kinjal and International Frontier entered on April 16, 2026, including but not limited to the completion of the consolidation of its issued and outstanding common shares on a one-for-13 basis, 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 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 (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 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 (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, 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 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 International Frontier subscription receipts and International Frontier 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 Nov. 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 International Frontier is subject to final approval of the exchange.
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.
Kinjal has received an investment as part of the concurrent financing from a strategic investor for $1.6-million. This investment is not subject to the escrow release conditions, of which $1.1-million will be financed 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 $1,397,627 and Kinjal issued 1,747,033 non-transferable broker warrants equal to 7.0 per cent of the total number of subscription receipts sold under the concurrent financing. In addition, the agents received an advisory fee of $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 80 cents 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 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 exchange under the symbol IFR.
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