Coelacanth Energy Inc. (TSXV: CEI) has announced a non-brokered private placement, stock option grant, and restricted share unit grant in connection with the recent hiring of Jonathon Hanson as Vice President Engineering. The offering will see Hanson subscribe for 325,715 units at $0.70 per unit, raising aggregate gross proceeds of $228,000.50. The transaction is classified as a related party transaction under TSXV and Canadian securities regulations, though the board has determined exemptions from formal valuation and minority shareholder approval requirements apply. Investors may be watching for TSXV regulatory approval before the offering closes.

Key Points

  • Coelacanth Energy Inc. (TSXV: CEI) is a Calgary-based oil and gas company listed on the TSX Venture Exchange.
  • The company announced a non-brokered private placement of 325,715 units at $0.70 per unit for gross proceeds of $228,000.50, alongside grants of 800,000 stock options and 525,000 RSUs to incoming VP Engineering Jonathon Hanson.
  • Each unit includes one common share and one warrant exercisable at $0.71 per share for 60 months; options are exercisable for five years at $0.70, with graduated three-year vesting for both options and RSUs.
  • Investors should watch for TSXV approval to confirm closing of the offering and the four-month-and-one-day hold period on securities issued.

Private Placement Structure and Use of Proceeds

Coelacanth Energy intends to complete the non-brokered private placement exclusively to Jonathon Hanson, issuing 325,715 units at $0.70 each for aggregate gross proceeds of $228,000.50. Each unit comprises one common share and one warrant entitling the holder to purchase an additional common share at $0.71 for a period of 60 months following closing. The company states proceeds will be used for general corporate purposes. Securities issued under the offering are subject to a four-month-and-one-day hold period in accordance with applicable Canadian securities laws, and the transaction remains subject to TSXV approval.

Related Party Transaction Exemptions Approved by Board

Because Hanson is an incoming executive, the offering constitutes a related party transaction under TSXV Policy 5.9 and Multilateral Instrument 61-101. The board of directors has unanimously determined that exemptions from both the formal valuation requirement under subsection 5.5(a) and the minority shareholder approval requirement under subsection 5.7(1)(a) of MI 61-101 are applicable. The release states the board has unanimously approved the offering, providing a governance framework intended to satisfy regulatory standards while enabling the company to complete the transaction efficiently.

Stock Options and RSUs Granted to Incoming VP Engineering

Alongside the private placement, Coelacanth has approved grants of 800,000 incentive stock options exercisable over five years at $0.70 per common share, and 525,000 restricted share units settleable in common shares at no additional cost, both to Hanson. Both instruments vest in equal tranches of 33⅓% on the first, second, and third anniversaries of the grant date. Following these grants, the company discloses 23,772,331 options and 7,743,665 RSUs outstanding, representing approximately 5.0% of the 633,920,913 issued and outstanding common shares — well within the plan's 10% limit.