Pinedale Energy completes $1.5M private placement

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Pinedale Energy Closes $1,500,000 Private Placement

October 27, 2017 – Vancouver, British Columbia – Pinedale Energy Limited (“Pinedale” or the “Company”) (TSXV: MCF) is pleased to announce that it has closed its non-brokered private placement (the “Private Placement”) previously announced on September 21, 2017, for aggregate gross proceeds of $1,500,000.

The Private Placement consisted of 5,000,000 units (the “Units”) at a price of $0.30 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 $0.36 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 February 27, 2018. The proceeds from the Offering will be used for working capital and general corporate purposes.

Brad Windt, President, CEO and a director of the Company subscribed for 500,000 Units and Q Investments Ltd. (“Q Investments”), a control person of the Company, subscribed for 667,000 Units. The participation of each of these insiders is considered to be a “related party transaction” 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(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement.
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.

Early Warning

On October 26, 2017, pursuant to the Private Placement, Brad Windt c/o #1200 – 750 West Pender Street, Vancouver, BC, V6C 2T8, acquired 500,000 Units (500,000 Class A common shares and 500,000 warrants) at a price of $0.30 per Unit for a total value of $150,000. The 500,000 Class A common shares represent approximately 2.76% of the issued and outstanding Class A common shares of the Company. The 500,000 warrants, if exercised, would represent approximately 2.68% of the issued and outstanding Class A common shares of the Company, assuming no further Class A common shares of the Company have been issued. Immediately prior to the foregoing, Mr. Windt owned and/or had control over 5,788,945 Class A common shares of the Company representing approximately 44.05% of the issued and outstanding Class A common shares of the Company. As a result of the foregoing, Mr. Windt now owns and/or has control over an aggregate of 6,288,945 Class A common shares of the Company, representing approximately 34.67% of the total issued and outstanding Class A common shares of the Company, 1,590,833 warrants and 84,888,888 Class B common shares of the Company. This represents an approximate 9.38% change in Mr. Windt’s ownership of Class A common shares of the Company. Mr. Windt would own and/or have control over 92,768,666 Class A common shares of the Company representing approximately 88.67% of the issued and outstanding Class A common shares of the Company, on a partially diluted basis, assuming the exercise of 1,590,833 warrants and conversion of 84,888,888 Class B common shares.

Mr. Windt acquired the securities for investment purposes, and has no present intention to dispose of or acquire further securities of the Company. 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 October 26, 2017, pursuant to the Private Placement, Q Investments of 41 Cedar Avenue, 5th Floor, Hamilton Bermuda, HM12, acquired 667,000 Units (667,000 Class A common shares and 667,000 warrants) at a price of $0.30 per Unit for a total value of $200,100. The 667,000 Class A common shares represent approximately 3.68% of the issued and outstanding Class A common shares of the Company. The 667,000 warrants, if exercised, would represent approximately 3.55% of the issued and outstanding Class A common shares of the Company, assuming no further Class A common shares of the Company have been issued. Immediately prior to the foregoing, Q Investments owned and/or had control over 3,110,000 Class A common shares of the Company representing approximately 23.67% of the issued and outstanding Class A common shares of the Company. As a result of the foregoing, Q Investments now owns and/or controls an aggregate of 3,777,000 Class A common shares of the Company, representing approximately 20.82% of the total issued and outstanding Class A common shares of the Company, and 3,487,000 warrants of the Company. This represents an approximate 2.85% change in Q Investments’ ownership of Class A common shares of the Company. Q Investments’ would own and/or have control over 7,264,000 Class A common shares of the Company, representing approximately 33.59% of the issued and outstanding Class A common shares of the Company, on a partially diluted basis, assuming the exercise of 3,487,000 warrants.

Q Investments acquired the 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 October 26, 2017, pursuant to the Private Placement, the Jacob Vogel Irrevocable Trust dated 07-01-2011 (the “Trust”) c/o 100 N. Michigan Street, 5th Floor, South Bend, Indiana, 46601, acquired 3,500,000 Units (3,500,000 Class A common shares and 3,500,000 warrants) at a price of $0.30 per Unit for a total value of $1,050,000. The 3,500,000 Class A common shares represent approximately 19.29% of the issued and outstanding Class A common shares of the Company. The 3,500,000 warrants, if exercised, would represent approximately 16.17% of the issued and outstanding Class A common shares of the Company, assuming no further Class A common shares of the Company have been issued. Immediately prior to the foregoing, the Trust owned and/or had control over 1,000,000 Class A common shares of the Company representing approximately 7.61% of the issued and outstanding Class A common shares of the Company. As a result of the foregoing, the Trust now owns and/or controls an aggregate of 4,500,000 Class A common shares of the Company, representing approximately 24.81% of the total issued and outstanding Class A common shares of the Company, and 4,500,000 warrants of the Company. This represents an approximate 17.20% change in the Trust’s ownership of Class A common shares of the Company. The Trust would own and/or have control over 9,000,000 Class A common shares of the Company, representing approximately 39.75% of the issued and outstanding Class A common shares of the Company, on a partially diluted basis, assuming the exercise of 4,500,000 warrants.

The Trust acquired the 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 area, 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 gross 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.

The Class A common shares of Pinedale Energy Limited are listed for trading on the TSX Venture Exchange under the symbol “MCF.” Additional information on Pinedale Energy Limited is available on the SEDAR website at www.sedar.com or on the Company’s website at www.PinedaleEnergy.com.

For further information, please contact:
Brad 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.