News Release – Vancouver, British Columbia – TheNewswire – April 18, 2024: Longhorn Exploration Corp. (TSX-V: LEX) (the “Company”) is pleased to announce that it has entered into an arm’s length natural hydrogen lease acquisition agreement dated April 17, 2024 (the “Acquisition Agreement”) with PureWave Hydrogen Corp. (“PureWave Hydrogen”), whereby the Company has been granted the exclusive right and option to acquire PureWave Hydrogen’s rights and obligations under the Lease Agreements (as defined below), covering approximately 314.73 net acres of land located in Kansas, USA (the “Properties”).

 

About Naturally Occurring (White) Hydrogen

 

Natural hydrogen gas, also known as “Geological”, “White” or “Gold” hydrogen is a unique and untapped clean energy source, extracted directly from underground.

 

According to the United States Geological Survey, “A previously overlooked, potential geologic source of energy could increase the renewability and lower the carbon footprint of our nation’s energy portfolio: natural hydrogen.” It is considered the cleanest fuel, because burning it only produces heat and pure water. Engineers have even created a way to use it to generate electricity in the hydrogen fuel cell1. In brief, this works because the fuel cell binds hydrogen and oxygen together to make water, generating electricity in the process.

 

About PureWave Hydrogen

 

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 white 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.

 

The Lease Agreements

 

PureWave Hydrogen entered into two lease agreements (the “Lease Agreements”) with private landowners (lessees) in Kansas, USA, which allow for the prospecting, exploring, drilling and production of any substance including hydrogen gas from the Properties. The 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 are entitled to a 12.5% royalty from any production from the Properties.

 

Anthony Zelen, CEO of the Company commented:

“With the increased demand and focus worldwide for non-fossil fuel based sources of energy, we are excited to enter into this transaction with PureWave Hydrogen and advance these natural hydrogen projects. The world is waking up to the prospects of natural hydrogen as a clean and viable source of energy and we look to become a pioneer in this sector.”

 

Acquisition Agreement

 

Pursuant to the Acquisition Agreement, in order to exercise the option to assign and assume the Lease Agreements, the Company must issue common shares, make certain cash payments and incur certain expenditures on the Properties as follows:

 

(a)        pay to PureWave Hydrogen a total of C$300,000, according to the following schedule:

 

i.        $60,000 within five (5) business of final TSX Venture Exchange (the “Exchange”) approval of the Acquisition Agreement and the transactions contemplated thereunder (the “Exchange Approval Date”);

ii.        an additional $60,000 on or before the 12-month anniversary of the Exchange Approval Date;

iii.        an additional $80,000 on or before the 24-month anniversary of the Exchange Approval Date;

iv.        an additional $100,000 on or before the 36-month anniversary of the Exchange Approval Date;

 

(b)        issue and deliver to PureWave Hydrogen a total of 2,000,000 common shares of the Company (“Shares”), according to the following schedule:

 

i.        200,000 Shares within five (5) business of the Exchange Approval Date (“Initial Payment Shares”);

ii.        an additional 200,000 Shares on or before the 12-month anniversary of the Exchange Approval Date (the “First Anniversary Shares”);

iii.        an additional 600,000 Shares on or before the 24-month anniversary of the Exchange Approval Date; and

iv.        an additional 1,000,000 Shares on or before the 36-month anniversary of the Exchange Approval Date;

 

(c)        incur minimum work expenditures on the Properties of not less than an aggregate of C$3,000,000 according to the following schedule:

 

i.        $500,000 on or before the 12-month anniversary of the Exchange Approval Date;

ii.        an additional $1,000,000 on or before the 24-month anniversary of the Exchange Approval Date; and

iii.        an additional $1,500,000 on or before the 36-month anniversary of the Exchange Approval Date.

The Initial Payment Shares and the First Anniversary Shares will, in addition to the statutory hold period of four months and one day from the date of issuance, be subject to a 12-month voluntary hold period from the date of issuance.  

 

The Acquisition Agreement is subject to the prior acceptance of the Exchange, and, if completed, the proposed transaction (the “Transaction”) will constitute a “Fundamental Acquisition” for the Company pursuant to Exchange Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets. The acceptance of the Exchange will require, among other things, the completion and filing of National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities report (the “51-101 Report”) and the completion of the Private Placement (defined below).

 

Trading in the common shares of the Company has been halted in accordance with the policies of the Exchange and will remain halted until such time as all required documentation has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.

 

Board Changes

 

In connection with the closing of the Transaction, the Company expects the board of directors and senior officers to consist of: Anthony Zelen (existing CEO and Director), Ryan Cheung (existing CFO and Corporate Secretary), Raymond Wladichuk (existing Director), and up to two representatives from PureWave Hydrogen who may join the board of directors of the Company, which are expected to be Robert Price and Bruce Nurse. Peter Dyakowski (existing Director) and Todd Hanas (existing Director) are expected to resign in connection with the proposed Transaction.

 

Robert B. Price has an extensive background in energy, real estate, and manufacturing. He has held positions such as Vice President and Trust Officer at First National Bank and Trust Company of Tulsa (now J.P. Morgan Chase Bank) and managed Brooks Energy Company, specializing in oil, natural gas, and helium. Mr. Price recently sold a significant stake in a New Mexico hydrogen electrical generation business to Tallgrass Energy, backed by Blackstone group. He also owned S&R Compression, a natural gas compressor manufacturing and rental company. As Chairman and CEO of Highlands Natural Resources, he focused on oil and gas wells in Colorado’s DJ Basin. Mr. Price founded Zeledyne, acquiring Ford Motor Company’s Glass division, and led Total Helium, partnering with Linde for helium production and storage. Additionally, he is a partner in LN Energy, involved in a major natural gas project in Italy. In public service, Mr. Price was a member of the U.S. Department of Interior’s Royalty Policy Committee and served on the board of Tulsa Technology Center and Colorado’s Economic Development Commission. He holds a B.A. from the University of Colorado at Denver and a J.D. from the University of Tulsa.

 

Bruce Nurse is a highly regarded authority in the realms of corporate development and capital markets, boasting an impressive track record spanning more than 25 years. His expertise lies in strategic planning, execution, financing, and marketing strategies tailored specifically for start-ups and oil and gas exploration enterprises. Throughout his illustrious career, Mr. Nurse has navigated a diverse array of professional landscapes, seamlessly transitioning between pivotal roles within both private and public sectors.

Private Placement Financing

 

In connection with the Acquisition Agreement, the Company intends to complete a non-brokered private placement financing for minimum gross proceeds of C$1,000,000 and maximum gross proceeds of C$1,300,000 at a price of $0.10 per common share (the “Private Placement”).

 

The Private Placement is subject to Exchange approval. All securities issued under the Private Placement will be subject to a statutory hold period of four months and one day following issuance in accordance with applicable Canadian securities laws and the policies of the Exchange. Finder’s fees may be payable in connection with the Private Placement, all in accordance with the policies of the Exchange and applicable securities laws.

 

About Longhorn Exploration Corp.: Longhorn Exploration Corp. is a mineral exploration company focused on the acquisition, exploration and development of mineral resource properties. The Company has an option to acquire a 100% interest and title to the Fame property located in the Clinton Mining Division, British Columbia.

 

Contact Information - For more information, please contact:

Anthony Zelen, Chief Executive Officer & Director

Tel: 778-388-5258

 

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 news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including 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, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

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 closing of the proposed Transaction pursuant to the Acquisition Agreement, the closing of the Private Placement, satisfaction of the conditions to closing under the Acquisition Agreement, completion and filing of a 51-101 Report, obtaining Exchange approval of the Acquisition Agreement and the transactions contemplated thereunder, the Company’s plans, the technical, financial and business prospects of the Company, its project 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.

 

There can be no assurance that the proposed transaction with PureWave Hydrogen will be completed or, if completed, will be successful. All information contained in this news release with respect to PureWave Hydrogen was supplied by PureWave Hydrogen.

 

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 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 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 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.

 

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

1 The Potential for Geologic Hydrogen for Next-Generation Energy | U.S. Geological Survey (usgs.gov)