Claren Energy Corp. Announces Terms Of Private Placement

Canaccord Genuity to Lead Private Placement of up to $5.25M

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

VANCOUVER, British Columbia, June 24, 2021 (GLOBE NEWSWIRE) -- Claren Energy Corp. (TSXV: CEN, OTC Pink: CNENF) (the “Company” or “Claren”), is pleased to announce that, further to its news release dated April 20, 2021, that it has engaged Canaccord Genuity Corp. (“Canaccord Genuity”) to act as a Lead Agent, and if applicable, on behalf of a syndicate of agents to be formed (collectively, the “Agents”) in selling, on a commercially reasonable efforts basis, up to 10,500,000 subscription receipts (the “Finco Subscription Receipts”) of a financing entity called 1301376 B.C. Ltd. (“Finco”) at a price of C$0.50 per Subscription Receipt (the “Issue Price”) to raise aggregate gross proceeds of up to C$5,250,000 (the “Offering”). The Agents shall have the option, exercisable at any time prior to the Closing Date, to increase the size of the Offering by up to C$2,000,000.

Summary of the Offering

The Offering is intended to be the concurrent financing in connection with Claren’s acquisition of all of the issued and outstanding shares of RX Live (the “Proposed Transaction”) pursuant to the terms of a share exchange agreement dated April 19, 2021, among Claren, RX Live and the shareholders of RX Live (see news release dated April 20, 2021).

Each Subscription Receipt shall be deemed to be automatically exercised, without payment of any additional consideration and without further action on the part of the holder thereof, into one unit of Finco (a “Finco Unit”) upon satisfaction of the Escrow Release Conditions (as defined below). Each Finco Unit shall be comprised of one common share of Finco (a “Finco Share”), and one-half of one share purchase warrant of Finco (each whole warrant, a “Finco Warrant”). Each Finco Warrant shall be exercisable to acquire one Finco Share at a price of C$0.65 per Finco Share for a period of 24 months from the date the Escrow Release Conditions are satisfied. Upon closing of the Proposed Transaction, Finco will amalgamate with a wholly-owned subsidiary of the Company and the Finco Shares and Finco Warrants will exchanged for post-consolidation shares and warrants of the Company on a 1:1 basis.