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CALGARY, Alberta, May 11, 2022 (GLOBE NEWSWIRE) --  Razor Energy Corp. ("Razor”) (TSXV: RZE) in conjunction with FutEra Power Corp. (“FutEra”), a wholly owned subsidiary of Razor, is pleased to announce that it has completed its previously announced rights offering to eligible holders of Razor’s common shares (the “Common Shares”) of record at the close of business on April 7, 2022. The Rights Offering expired on May 6, 2022, with the rights trading on the TSX Venture Exchange (the “TSXV”) under the symbol “RZE.RT” being de-listed on that date.

The Rights Offering received support from Razor’s shareholders with exercise of 67% of the rights available under the basic subscription privilege and 100% of the Common Shares available under the additional subscription privilege, resulting in the issuance of 100% of the Common Shares available through the Rights Offering.

At closing, Razor issued approximately 1.96 million Common Shares at a price of $2.55 per Common Share for gross aggregate proceeds of approximately $5.0 million.   Following the closing of the Rights Offering, Razor has approximately 25.3 Common Shares issued and outstanding.

To the knowledge of Razor, no person became an insider as a result of the Rights Offering.

The Common Shares issued as a result of the Rights Offering have been issued on a “flow-through” basis in respect of Canadian renewable and conservation expense (“CRCE”) within the meaning of the Income Tax Act (Canada). CRCE receives tax treatment similar to that of Canadian exploration expense under Section 66 of the Income Tax Act (Canada), but is a distinct category for fully deductible expenditures relating to the start-up of renewable energy and energy conservation projects. On closing of the Rights Offering, Razor renounced 100% of the to-be-incurred eligible expenses to the Rights Offering subscribers which can be deducted from ordinary income in calculating the subscriber’s liability for income tax. Razor and its subsidiaries are then committed to incur an amount of eligible expenses equal to the Rights Offering proceeds prior to December 31, 2023.

Razor will use the gross proceeds from the Rights Offering to fund certain eligible expenses yet to be incurred for our current 21 MW geothermal/natural gas power project, and eligible expenses on various early stage power projects including additional geothermal initiatives. Further details can be found in the Rights Offering Circular of Razor dated March 31, 2022, a copy of which is available on Razor’s SEDAR profile at www.sedar.com.

There were no selling fees or commissions paid in connection with the Rights Offering.

About FutEra

FutEra leverages Alberta’s resource industry innovation and experience to create transitional power and sustainable infrastructure solutions to commercial markets and communities, both in Canada and globally. Currently it is developing a 21 MW co-produced geothermal and natural gas hybrid power project in Swan Hills, Alberta.

www.futerapower.com

About Razor

Razor is a publicly traded junior oil and gas development and production company headquartered in Calgary, Alberta, concentrated on acquiring, and subsequently enhancing, producing oil and gas properties primarily in Alberta. Razor’s is led by experienced management and a strong, committed Board of Directors, with a long-term vision of growth, focused on efficiency and cost control in all areas of the business. Razor currently trades on TSXV under the ticker "RZE".

www.razor-energy.com

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READER ADVISORIES

FORWARD-LOOKING STATEMENTS: This press release contains forward-looking statements. More particularly, this press release contains statements concerning, but not limited to, Razor’s use of funds from the Rights Offering. In addition, the use of any of the words “anticipate”, “believe”, “intend”, “may”, “is”, “will”, “should”, “expect” and similar expressions are intended to identify forward-looking statements.

The forward-looking statements are based on certain key expectations and assumptions made by Razor, including but not limited to expectations and assumptions concerning the continued availability of capital, current legislation, receipt of required regulatory approvals, the timely performance by third-parties of contractual obligations, the success of reactivation, drilling and development activities, the performance of existing wells, the performance of new wells, Razor’s growth strategy, general economic conditions, availability of required equipment and services prevailing commodity prices, price volatility, price differentials and the actual prices received for Razor’s products. Although Razor believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Razor can give no assurance that they will prove to be correct. Since forward- looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to several factors and risks. These include, but are not limited to, risks associated with the oil and gas industry and geothermal electricity projects in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; variability in geothermal resources; as the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), electricity and commodity price and exchange rate fluctuations, changes in legislation affecting the oil and gas and geothermal industries and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. Please refer to the risk factors identified in the annual information form and management discussion and analysis of Razor which are available on SEDAR at www.sedar.com.

In addition, the effects, risks and impacts related to geopolitical risk, including the invasion of Ukraine by Russia and sanctions enacted against Russia in response to the ongoing conflict, widespread pandemic outbreaks, including the coronavirus disease (COVID -19), and any related actions taken by businesses and governments, ongoing results, commodity prices, industry conditions and activity levels, currency exchange rates, financial positions or results are unknown at this time and could cause Razor’s actual results to differ materially from the forward-looking statements contained herein.

The forward-looking statements contained in this press release are made as of the date hereof and Razor undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither the 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 press release.

Neither the 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 news release.