NXT Announces US$2.5 Million Convertible Debenture Offering of Which US$1.0 Million Is Subscribed by an Insider
09 November 2023 - 11:00PM
NXT Energy Solutions Inc. ("NXT" or the "Company") (TSX: SFD;
OTCQB: NSFDF) is pleased to announce it has received conditional
approval from the Toronto Stock Exchange (the “TSX”) to offer a
multi-tranche convertible debenture (the "Debenture") under which
the subscribers will be able to purchase a principal amount of up
to US$2,500,000 (approximately CAD$3,447,500.) The Debentures bear
interest at 10.0% per annum, paid quarterly, and are due and
payable two years after issuance of the Debenture. The Debentures
are convertible into common shares in the capital of NXT (the
“Common Shares”) at a conversion price of US$0.1808 (CAD$0.25) per
Common Share which provides the subscribers with the right to
obtain up to 13,827,433 common shares in the capital of NXT (the
“Common Shares”).
The proceeds from the Debenture will be used to
support the working capital needs of the upcoming SFD® survey in
Turkiye, and other general and administrative costs which include
business development and marketing activities required to transform
the existing pipeline of SFD® opportunities into firm
contracts.
Closing of First Tranche of Private
Placement
As of November 8, 2023 the Company has issued an
aggregate principal amount of US$1,000,000 (approximately
CAD$1,379,000) of the Debenture to MCAPM, LP and Michael P. Mork
(“Mork Capital”). Mork Capital will now have the right to obtain an
additional 5,530,973 Common Shares upon the conversion of the
Debentures. However, due to the current shareholdings of Mork
Capital in NXT, no conversion of the Debentures can occur until
shareholder approval of NXT’s shareholders is obtained. Mork
Capital currently own an aggregate of 14,921,233 Common Shares,
representing 19.13% of the currently issued and outstanding Common
Shares of NXT. With the acquisition of the Debentures, Mork Capital
will have the right to own, after conversion of the Debentures,
20,452,206 Common Shares, representing approximately 24.48% of the
issued and outstanding Common Shares (after giving effect to the
conversion of the full amount of Debentures). In addition, the
Company has agreed to appoint a representative from Mork Capital to
its board of directors in the near future.
The Company intends to complete the remaining
US$1,500,000 of the Debenture offering on or before December 15,
2023.
Commenting on the Debenture offering, Bruce G.
Wilcox, Interim CEO of NXT said, “Proceeds from this financing are
critical in providing NXT with the capital necessary to complete
its SFD® contract in Turkiye and continue with other negotiations
for the deployment of our SFD® technology in other regions. Mork
Capital has been a significant shareholder of the Company for over
20 years and we appreciate their confidence in the potential of
NXT. We look forward to their active participation on the Board of
Directors and continuing our partnership with them.”
The securities described herein 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 accordingly, may not be offered or sold within the United
States except in compliance with the registration requirements of
the 1933 Act and applicable state securities requirements or
pursuant to exemptions therefrom. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in the United States
or in any other jurisdiction in which such offer, solicitation or
sale would be unlawful.
About NXT Energy Solutions
Inc.
NXT Energy Solutions Inc. is a Calgary-based
technology company whose proprietary SFD® survey system utilizes
quantum-scale sensors to detect gravity field perturbations in an
airborne survey method which can be used both onshore and offshore
to remotely identify traps and reservoirs with hydrocarbon and
geothermal exploration potential. The SFD® survey system enables
our clients to focus their exploration decisions concerning land
commitments, data acquisition expenditures and prospect
prioritization on areas with the greatest potential. SFD® is
environmentally friendly and unaffected by ground security issues
or difficult terrain and is the registered trademark of NXT Energy
Solutions Inc. NXT Energy Solutions Inc. provides its clients with
an effective and reliable method to reduce time, costs, and risks
related to exploration.
Contact Information
For investor and media inquiries please contact:
Eugene Woychyshyn |
Michael
Baker |
Vice President of Finance &
CFO |
Investor Relations |
302, 3320 – 17th AVE SW |
302, 3320 – 17th AVE SW |
Calgary, AB, T3E 0B4 |
Calgary, AB, T3E 0B4 |
+1 403 206 0805 |
+1 403 264 7020 |
nxt_info@nxtenergy.com |
nxt_info@nxtenergy.com |
www.nxtenergy.com |
www.nxtenergy.com |
Forward-Looking Statements
Certain information provided in this press
release may constitute forward-looking information within the
meaning of applicable securities laws. Forward-looking information
typically contains statements with words such as "anticipate",
"believe", "estimate", "will", "expect", "plan", "schedule",
"intend", "propose" or similar words suggesting future outcomes or
an outlook. Forward-looking information in this press release
includes, but is not limited to, information regarding: the details
or and funds to be raised under the Debenture, additional sources
of required funding for the Company, the use of the funds raised
under the Debenture. Although the Company 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 the Company 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 a number of factors and risks. Risk factors
facing the Company are described in its most recent Annual
Information Form for the year ended December 31, 2022 and MD&A
for the three and six month periods ended June 30, 2023, which have
been filed electronically by means of the System for Electronic
Document Analysis and Retrieval ("SEDAR") located at
www.sedarplus.com. The forward-looking statements contained in this
press release are made as of the date hereof, and except as may be
required by applicable securities laws, the Company assumes no
obligation to update publicly or revise any forward-looking
statements made herein or otherwise, whether as a result of new
information, future events or otherwise.
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