CALGARY, AB, Dec. 19, 2025 – Horizon Petroleum Ltd. (TSXV: HPL) (FRA: HPM) (Tradegate: HPM) (“Horizon” or the “Company”) announced that, pending acceptance by the TSX Venture Exchange, it has completed a first round of 170 secured convertible debenture units (“Secured Convertible Debenture Units”) at $1,000 each, raising total gross proceeds of $170,000. Six (6) investors participated in the financing (the “Offering”).
The debentures accrue interest from their issuance date at a rate of 15% annually until 24 months after the closing date (the “Maturity Date”), with interest payable yearly in arrears. These debentures are secured in second position, subordinate to the $720,000 of debentures issued on May 20, 2025 and maturing May 20, 2026 (the “May 2025 Debentures”).
Holders of Secured Convertible Debenture Units may elect, at any time until the Maturity Date, to convert all or part of their units into equity units (“Equity Units”) at a conversion rate of $1,000 principal for (i) 10,000 common shares of the Corporation (each a “Common Share”) at $0.10 per share, and (ii) 5,000 common share purchase warrants (“Warrants”), with each Warrant entitling the holder to purchase one (1) Common Share at $0.15 for thirty-six months following the debenture closing.
The Company did not pay any finder’s fees related to this initial tranche.
The company plans to allocate the offering proceeds toward annual concession fee payments to the Polish government and for general corporate purposes.
All securities issued in the offering, including those that may be issued upon exercise, are subject to a hold period of four months and one day from today’s date.
The offering remains subject to certain conditions, including obtaining all required approvals, notably from the TSX Venture Exchange. The TSX Venture Exchange has classified the financing as a loan with bonus warrants.
Multilateral Instrument 61-101 – Related Party Transactions
Directors and officers of the Corporation subscribed for 125 Secured Convertible Debenture Units on identical terms, which qualifies as a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from MI 61-101’s formal valuation and minority shareholder approval requirements pursuant to Sections 5.5(a) and 5.7(1)(a) regarding such insider participation. No special committee was formed in connection with the Offering or insider participation, and no director expressed a materially opposing view or abstained from voting on the matter. The Company failed to file a material change report regarding this related party transaction at least 21 days prior to the Offering’s closing, which it considers reasonable under the circumstances to facilitate a timely completion of the Offering.
ABOUT HORIZON
Based in Calgary, Horizon concentrates on evaluating and developing conventional oil and natural gas resources in onshore Europe. Horizon’s management and board comprise oil and gas professionals with extensive international expertise.
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.
This press release contains forward-looking statements pertaining to, among other things, the anticipated use of proceeds, the completion of the offering, and the approval of the TSX-V.
Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances, to differ materially from those anticipated by Horizon and described in the forward-looking information contained in this press release.
Although Horizon believes that the material factors, expectations and assumptions expressed in such forward-looking statements are reasonable based on information available to it on the date such statements were made, no assurances can be given as to future results, levels of activity and achievements and such statements are not guarantees of future performance.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
SOURCE Horizon Petroleum Ltd.