CALGARY, AB, Dec. 19, 2025 /CNW/ – Horizon Petroleum Ltd. (TSXV: HPL) (FRA: HPM) (Tradegate: HPM) (“Horizon” or the “Company”) announces that, subject to TSX Venture Exchange acceptance, it has closed an initial tranche of 170 secured convertible debenture units (“Secured Convertible Debenture Units”) of the company at a price of $1,000 per unit, for aggregate gross proceeds of $170,000. Six (6) investors subscribed for the financing (the “Offering”).
Horizon Petroleum Ltd. Logo (CNW Group/Horizon Petroleum Ltd.)
The debentures bear interest from the applicable issuance date at 15% per annum until the date that is 24 months following the closing date (the “Maturity Date”) with interest paid annually in arrears. The debentures will be second position secured behind the $720,000 of debentures issued in May 20, 2025 and due May 20, 2026 (the “May 2025 Debentures”).
Each holder of a Secured Convertible Debenture Unit shall have the right, at its option, at any time up to and including the Maturity Date, to convert any or all of the Secured Convertible Debenture Units into equity units (“Equity Units”) on the basis of each $1,000 principal amount for (i) 10,000 common shares of the Corporation (each a “Common Share”) issued at $0.10 per Common Share, and (ii) 5,000 Common Share purchase warrants (“Warrants”), with each Warrant exercisable until thirty-six months from closing the Debentures, into one (1) Common Share at a price of $0.15.
In connection with the initial tranche, the Company has paid no finder’s fees.
The company intends to use the proceeds from the offering for the payment of the annual concession fees to the Polish government and for general corporate purposes.
All securities issued under the offering, including securities issuable on exercise thereof, are subject to a hold period expiring four months and one day from the date hereof.
The offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The financing was treated as a loan with bonus warrants by the TSX Venture Exchange.
Multilateral Instrument 61-101 – Related Party Transactions
Director and Officers of the Corporation, subscribed for 125 Secured Convertible Debenture Units with the same terms which constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority approval requirements of MI 61-101 by virtue Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such Insider participation. No special committee was established in connection with the Offering or the participation of the Insiders, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.