Pinedale Energy closes $975K private placement

pcNesWirePinedale Energy Limited (TSX-V: MCF) has closed previously announced non-brokered private placement of 5,000,000 units at $0.195 per unit for gross proceeds of $975,000.

The proceeds from the offering will be used for general working capital.

News Release

Pinedale Closes $975,000 Private Placement and to Resume Trading

June 27, 2017 – Vancouver, British Columbia – Pinedale Energy Limited (“Pinedale”) (TSXV: MCF) is pleased to announce that it has closed its non-brokered private placement (the “Private Placement”) previously announced on May 3, 2017, for aggregate gross proceeds of $975,000.

The Private Placement consisted of 5,000,000 units (the “Units”) at a price of $0.195 per Unit, each Unit is comprised of one Class A common share in the capital of the Company and one transferable share purchase warrant (a “Warrant”). Each Warrant is exercisable into one additional Class A common share at an exercise price of $0.26 per share for a period of five years from the closing date of the Private Placement. All securities issued in connection with the Private Placement are subject to a hold period expiring on October 27, 2017. The proceeds from the Offering will be used for general working capital.

Certain insiders and a related party of the Company participated in the Private Placement and subscribed for an aggregate total of 3,670,000 Units. The participation of each insider and the related party are considered to be “related party transactions” as defined under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transaction (“MI 61-101”). The Company determined that an exemption from the formal valuation requirement of MI 61-101 was available for each related party transaction pursuant to Section 5.5(b) of MI 61-101. The Company also relied on Section 5.7(b) of MI 61-101 for an exemption from the minority shareholder approval requirement for certain participation in the Private Placement, but obtained minority shareholder approval at the Company’s special meeting of shareholders held on May 29, 2017 for the remaining non-exempt participation.

The Company did not file a material change report more than 21 days in advance of the closing of the Private Placement, which the Company deems reasonable and necessary in the circumstances as the closing date of the Private Placement had not been established at that time.

Resumption of Trading on the TSX Venture Exchange

The Company is also pleased to announce that its Class A common shares will recommence trading on the TSX Venture Exchange at the opening of market on June 28, 2017.

Stock Option Grants

The Company has granted stock options for a total of 876,042 Class A common shares of the Company (the “Options”) to certain officers of the Company. The Options are exercisable at $0.26 per Option and will expire on June 26, 2022. The Options vest over a period of three years from the date of grant, with 1/3 vesting on each of the first, second and third year anniversary dates. The Options are governed by the terms and conditions of the Company’s 2017 stock option plan.

Following the grant of the Options, the Company has a total of 1,314,064 stock options outstanding, representing approximately 10% of the issued outstanding Class A common shares of the Company.

Early Warning

On June 26, 2017, pursuant to the Private Placement, J. Bradley Windt c/o of 1200 -750 West Pender Street, Vancouver BC V6C 2T8 was issued 500,000 Units (i.e. 500,000 Class A common shares and 500,000 Warrants) at a price of $0.195 per Unit representing an aggregate value of $97,500. On June 26, 2017, Mr. Windt was also issued 1,295,349 Class A common shares, for no additional consideration, upon the automatic conversion of 1,295,349 of his Class B common shares. These Class B common shares formed part of Mr. Windt’s consideration in connection with the Company’s previously completed business combination (see the Company’s news release dated June 1, 2017). In aggregate, Mr. Windt acquired 1,795,349 Class A common shares representing approximately 13.66% of the issued and outstanding Class A common shares, and 500,000 Warrants which upon exercise thereof would represent 3.66% of the issued and outstanding Class A common shares assuming no further Class A common shares have been issued. Immediately prior to the foregoing transactions, Mr. Windt and 0676541 B.C. Ltd. (a company owned and controlled by Mr. Windt) owned 3,993,596 Class A common shares representing approximately 59.60% of the issued and outstanding Class A common shares, 86,184,237 Class B common shares representing approximately 89.99% of the issued and outstanding Class B common shares and 590,833 warrants of the Company. As a result of the foregoing transactions, Mr. Windt now (in aggregate) owns 5,788,945 Class A common shares representing approximately 44.05% of the current issued and outstanding Class A common shares, 84,888,888 Class B common shares representing approximately 89.99% of the current issued and outstanding Class B common shares and 1,090,833 warrants. This represents an approximate 15.55% change in Mr. Windt’s ownership of Class A common shares and no change in his ownership percentage of the issued and outstanding Class B common shares. Mr. Windt would own 91,768,666 Class A common shares, representing approximately 92.58% of the issued outstanding Class A common shares on a partially diluted basis, assuming the conversion of 84,888,888 Class B common shares and exercise of 1,090,853 warrants.

Mr. Windt acquired the foregoing securities for investment purposes and has no present intention to dispose of or acquire further securities of the Company, other than as disclosed in the information circular of the Company dated April 25, 2017. Mr. Windt may, in the future participate in financings and/or acquire or dispose of securities of the Company in the market, privately or otherwise, as circumstances or market conditions warrant.

On June 26, 2017, pursuant to the Private Placement, Donald Sharpe c/o of 1200 -750 West Pender Street, Vancouver BC V6C 2T8 was issued 350,000 Units (i.e. 350,000 Class A common shares and 350,000 Warrants) at a price of $0.195 per Unit representing an aggregate value of $68,250. On June 26, 2017, Lebouef Bay Farms Inc. (a company owned and controlled by Mr. Sharpe) was also issued 144,088 Class A common shares, for no additional consideration, upon the automatic conversion of 144,088 of his Class B common shares. These Class B common shares formed part of Mr. Sharpe’s consideration in connection with the Company’s previously completed business combination (see the Company’s news release dated June 1, 2017). In aggregate Mr. Sharpe acquired 494,088 Class A common shares representing approximately 3.76% of the issued and outstanding Class A common shares, and 350,000 Warrants which upon exercise thereof would represent 2.59% of the issued and outstanding Class A common shares assuming no further Class A common shares have been issued. Immediately prior to the foregoing transactions, Mr. Sharpe owned 756,666 Class A common shares representing approximately 11.29% of the issued and outstanding Class A common shares, 9,586,667 Class B common shares representing approximately 10.01% of the issued and outstanding Class B common shares and 458,333 warrants of the Company. As a result of the foregoing transactions, Mr. Sharpe now (in aggregate) owns 1,250,754 Class A common shares representing approximately 9.52% of the current issued and outstanding Class A common shares, 9,442,580 Class B common shares representing approximately 10.01% of the current issued and outstanding Class B common shares and 808,333 warrants. This represents an approximate 1.77% change in Mr. Sharpe’s ownership of Class A common shares on a non-diluted basis and no change in his ownership percentage of the issued and outstanding Class B common shares. Mr. Sharpe would own 11,501,666 Class A common shares, representing approximately 49.17% of the issued outstanding Class A common shares on a partially diluted basis, assuming the conversion of 9,442,579 Class B common shares and exercise of 808,333 warrants.

Mr. Sharpe acquired the foregoing securities for investment purposes and has no present intention to dispose of or acquire further securities of the Company. Mr. Sharpe may, in the future participate in financings and/or acquire or dispose of securities of the Company in the market, privately or otherwise, as circumstances or market conditions warrant.

Notwithstanding the foregoing, the Class B common shares owned by Mr. Windt and Mr. Sharpe may not be converted into Class A common shares if such conversion would result in an insufficient percentage of Class A common shares being in the “Public Float” (as that term is defined and such requirement is set out in the TSX Venture Exchange policies).

On June 26, 2017, pursuant to the Private Placement, Q Investments Ltd. (“Q Investments”) of 41 Cedar Avenue, 5th Floor Hamilton Bermuda HM12 acquired 2,820,000 Units (i.e. 2,820,000 Class A common shares and 2,820,000 Warrants) at a price of $0.195 per Unit representing an aggregate value of $549,900. The 2,820,000 Class A common shares acquired by Q Investments pursuant to the Private Placement represent approximately 21.46% of the issued and outstanding Class A common shares. Immediately prior to the acquisition, Q Investments owned 290,000 Class A common shares representing approximately 4.33% of the issued and outstanding Class A common shares. Following the acquisition, Q Investments now (in aggregate) owns 3,110,000 Class A common shares representing approximately 23.67% of the current issued and outstanding Class A common shares and 2,820,000 Warrants. This represents an approximate 19.34% change in Q Investments’ ownership of Class A common shares on a non-diluted basis. Q Investments would own 5,930,000 Class A common shares, representing approximately 37.15% of the issued outstanding Class A common shares on a partially diluted basis, assuming the exercise of 2,820,000 warrants.

Q Investments acquired the foregoing securities for investment purposes and has no present intention to dispose of or acquire further securities of the Company. Q Investments may, in the future participate in financings and/or acquire or dispose of securities of the Company in the market, privately or otherwise, as circumstances or market conditions warrant.

On June 26, 2017, pursuant to the Private Placement, Jacob Vogel Irrevocable Trust dated 7-1-2011 (the “Trust”) c/o of 100 North Michigan Street, 5th Floor, South Bend, Indiana 46601 was issued 1,000,000 Units (i.e. 1,000,000 Class A common shares and 1,000,000 Warrants) at a price of $0.195 per Unit representing an aggregate value of $195,000. The 1,000,000 Class A common shares acquired by the Trust pursuant to the Private Placement represent approximately 7.61% of the issued and outstanding Class A common shares on an undiluted basis. Immediately prior to the acquisition, the Trust did not own any securities of the Company. The Trust would own 2,000,000 Class A common shares, representing approximately 14.14% of the issued outstanding Class A common shares on a partially diluted basis, assuming the exercise of 1,000,000 warrants.

The Trust acquired the foregoing securities for investment purposes and has no present intention to dispose of or acquire further securities of the Company. The Trust may, in the future participate in financings and/or acquire or dispose of securities of the Company in the market, privately or otherwise, as circumstances or market conditions warrant.

About Pinedale

Pinedale Energy Limited is an independent oil and gas exploration and production company focused exclusively on its natural gas properties situated in the prolific Pinedale field, within the Green River Basin of southwestern Wyoming. Pinedale, through its subsidiaries, owns non-operated interests in 17 oil and gas leases with an undivided working interest ranging from 11.56% to 21.25% in approximately 11,995 acres. At year-end 2016, the Company had proved reserves of approximately 95.5 billion cubic feet of gas and 842 thousand barrels of oil (101.5 billion cubic feet equivalent); 93% undeveloped.

For further information, please contact:

J. Bradley Windt
President and Chief Executive Officer
bwindt@pinedaleenergy.com
Pinedale Energy Limited
Suite 650 – 669 Howe Street,
Vancouver, BC, Canada, V6C 0B4

Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.