Apr 176 min
Longhorn Exploration, a Canadian mineral exploration, entered a lease acquisition agreement with PureWave Hydrogen, a Colorado based natural hydrogen exploration company, to obtain exclusive rights to explore and produce natural hydrogen over ~315 net acres in Kansas. The agreement mandates Longhorn to pay C$300k, issue 2mm shares, and spend C$3mm on the properties within three years. Concurrently, Longhorn plans a private placement to raise up to C$1.3mm. The transaction will see board changes, with representatives from PureWave Hydrogen joining Longhorn’s board. Currently, HyTerra and Koloma are the only two publicly known companies exploring natural hydrogen in Kansas.
Press Release:
Longhorn Exploration Corp 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.
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.