Longhorn Exploration Acquires PureWave Hydrogen

2024-11-05 / @thenewswire

(TheNewswire)

Highlights:

100% acquisition of PureWave Hydrogen.
Three (3) year surplus escrow on all shares issued in connection with the acquisition.
Five (5) natural hydrogen lease agreements in Kansas, USA acquired.
Mid-Continent Rift acreage, USA.
Technical and operations team from PureWave Hydrogen secured.
Pipeline of potential transactions.

News Release - Vancouver, British Columbia – TheNewswire - November 5, 2024: Longhorn Exploration Corp. (TSX-V: LEX) (“Longhorn Exploration” or the “Company”) is pleased to announce that it has closed its previously announced acquisition of PureWave Hydrogen Corp. (“PureWave Hydrogen”) (see Longhorn’s September 27, 2024 news release) pursuant to a non-arm’s length share exchange agreement (the “Agreement”) with PureWave and each of the shareholders of PureWave Hydrogen (the “Vendors”) dated September 26, 2024. The Company acquired (the “Acquisition”) all the issued and outstanding shares of common stock in PureWave (the “PureWave Shares”), a private Colorado incorporated company, that holds five (5) natural hydrogen lease agreements in Kansas, USA (the “Natural Hydrogen Lease Agreements”) covering approximately 829.20 acres. Following the Acquisition, PureWave Hydrogen became a wholly owned subsidiary of Longhorn.

The Natural Hydrogen Lease Agreements with private landowners (lessees) in Kansas, USA, allow for the prospecting, exploring, drilling and production of any substance including hydrogen gas from the properties that are the subject of the Natural Hydrogen Lease Agreements (collectively, the “Properties”). The Natural Hydrogen Lease Agreements are for an initial term of five (5) years and will continue in force so long as drilling operations persist thereafter or if for so long as there is production from the Properties. The landowners who own the Properties are each entitled to a 12.5% royalty from any production from the Properties.

Anthony Zelen, CEO of the Company commented:

“The acquisition of PureWave Hydrogen brings increased acreage, a knowledgeable and competent technical team, and a pipeline of potential transactions. We look forward to advancing the Company forward. PureWave Hydrogen is focused on the acquisition, exploration and development of natural (white) hydrogen assets.”

About PureWave Hydrogen Corp.

PureWave Hydrogen is a Colorado based company with its mission to pioneer the discovery and development of white (natural) hydrogen resources across North America.

PureWave Hydrogen’s vision is that white (natural) hydrogen can fundamentally transform the energy landscape, offering a sustainable alternative to traditional fossil fuels. Its commitment to sustainability and innovation underpins its plans to explore for natural hydrogen deposits in strategic regions of the United States and Canada, including the significant midcontinent rift system. Leveraging state-of-the-art geospatial data and analytical tools, its team is dedicated to identifying high-potential locations for natural hydrogen extraction.

For further information visit: www.purewavehydrogen.com.

Highlights of the Acquisition

At the closing of the Acquisition (the “Closing”), the Company acquired 17,200,000 issued and outstanding PureWave Shares from the Vendors, and each of the Vendors sold, assigned and transferred their respective PureWave Shares to the Company in consideration for the issuance by the Company of 17,200,000 common shares of the Company (the “Consideration Shares”) to the Vendors on a pro rata basis, at a deemed price equal to $0.25 per Consideration Share, such that, immediately following the Closing, all of the issued and outstanding PureWave Shares are owned and controlled by the Company, and PureWave Hydrogen became a wholly owned subsidiary of the Company. All Consideration Shares are subject to a three (3) year surplus escrow and release restrictions pursuant to the TSX Venture Exchange (“Exchange”) – Form 5D Escrow Agreement (Surplus Escrow) and the provisions of Schedule B(4) – Tier 2 Surplus Security Escrow Agreement – Release of Securities.

In accordance with Exchange Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets, the Company completed and filed on SEDAR+ an updated National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities report dated November 4, 2024 (the “Report”). The Report was completed on behalf of the Company by Sproule International Limited.

The Company obtained disinterested shareholder approval of the Acquisition by written consent of shareholders of the Company representing over 50% of the issued and outstanding common shares of the Company (excluding all Non-Arm’s Length Parties (as defined in Policy 1.1 of the Exchange Corporate Finance Manual (“Policy 1.1”))). The Agreement is not an “Arm’s Length Transaction” as such term is defined in Policy 1.1 and is a “related party transaction” as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Robert Price and Bruce Nurse are directors of the Company and directors and shareholders of PureWave Hydrogen.

Additionally, since the Company acquired all of the outstanding securities of PureWave Hydrogen pursuant to the Acquisition, the parties have agreed that the 200,000 common shares that the Company previously issued to PureWave Hydrogen pursuant to the natural hydrogen lease acquisition agreement between the parties dated April 17, 2024 shall be cancelled.

In respect of the requirements of MI 61-101 and Exchange Policy 5.9, the Company relied on the exemptions from the formal valuation and minority approval required under MI 61-101. The Company was exempt from the formal valuation requirement of MI 61-101 in reliance of sections 5.5(b) as no securities of the Company are listed on the specified markets outlined therein. Additionally, the Company was exempt from the minority shareholder approval requirements of MI 61-101 in reliance of section 5.7(1)(a) (fair market value of the related party transaction does not represent more than 25% of the Company’s market capitalization).

No finders’ fees or commissions were paid or payable by the Company in connection with the Acquisition.

The Company’s common shares were halted in connection with the announcement of the Acquisition and will recommence trading effective at market opening on November 7, 2024.

Contact Information - For more information, please contact:

Bruce Nurse, Director

Tel : (303) 919-2913

Email : bruce.nurse@purewavehydrogen.com

Anthony Zelen, Chief Executive Officer & Director

Tel: 778-388-5258

E-mail: anthony@longhornexploration.com

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

Forward-Looking Statements

This news release contains “forward‐looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, statements relating to the Report and exploration activities, the Company’s plans, the Acquisition, exploration and development of natural (white) hydrogen assets, a pipeline of potential transactions, the technical, financial and business prospects of the Company, its projects, its goals and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements.

Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals and hydrogen, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including the risks and uncertainties relating to the interpretation of exploration results, risks related to the inherent uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses, risks or uncertainties associated with the discovery and development of subsurface hydrogen gas, and those other risks filed under the Company’s profile on SEDAR+ at www.sedarplus.ca. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, adverse weather or climate conditions, failure to maintain or obtain all necessary government permits, approvals and authorizations, the impact of viruses and diseases on the Company’s ability to operate, failure to secure the equipment and personnel necessary to carry out work programs, decrease in the price of gold, copper and other metals and hydrogen, failure to obtain or maintain community acceptance (including first nations), increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law.