Newton Energy Corporation Announces Closing of Final Tranche of its Private Placement
29 November 2017 - 10:43AM
Newton Energy Corporation (the "
Company" or
"
Newton") announces that it has, subject to final
approval of the NEX board of the TSX Venture Exchange Inc. (the
"
NEX Board"), closed the third and final tranche
of its previously announced non-brokered private placement (the
"
Private Placement") of common shares of the
Company (the "
Common Shares"), pursuant to which,
Newton issued an aggregate of 21,633,333 Common Shares for gross
proceeds of CDN$324,500 (the "
Final Tranche").
Pursuant to the Private Placement, the Company issued a total of
33,333,333 Common Shares for gross proceeds of $500,000.
In connection with the Final Tranche, the
Company paid a finder a cash commission of 10% of the proceeds of
the Final Tranche that resulted from such party's efforts, subject
to compliance with applicable securities laws.
Gross proceeds from the Private Placement will
be used by the Company towards the reduction of accounts payable
and for general working capital. Pursuant to applicable securities
laws, all securities issued pursuant to the Private Placement will
be subject to a hold period of four months plus one day following
the date of issuance of such securities.
Upon closing of the Final Tranche, A2 Capital
Management Inc. ("A2") and Terei International
Ltd. ("Terei") will each own approximately 16.25%
of the issued and outstanding Common Shares. Prior to the Private
Placement, A2 and Terei did not own or exercise control over any
securities of Newton. The Common Shares were acquired by A2 and
Terei for investment purposes.
An early warning report will be filed by A2 in
accordance with applicable securities laws and will be available on
SEDAR at www.sedar.com or may be obtained from Gino DeMichele,
President and Chief Executive Officer of A2, upon request at the
telephone number or address immediately below.
A2 Capital Management Inc., 3400, 350 – 7th
Avenue S.W., Calgary, Alberta, T2P 3N9, Telephone:
403-680-7898.
An early warning report will be filed by Terei
in accordance with applicable securities laws and will be available
on SEDAR at www.sedar.com or may be obtained from Kevin Taylor,
President of Terei, upon request at the telephone number or address
immediately below.
Terei International Ltd., 4, V. Dimech St,
Floriana Malta, Telephone: 954-816-5589.
Related Party Participation in the
Private Placement
As insiders of Newton participated in this
Private Placement, it is deemed to be a “related party transaction”
as defined under Multilateral Instrument 61-101-Protection of
Minority Security Holders in Special Transactions (“MI
61-101“).
Neither the Company, nor to the knowledge of the
Company after reasonable inquiry, a related party, has knowledge of
any material information concerning the Company or its securities
that has not been generally disclosed.
The Private Placement is exempt from the formal
valuation and minority shareholder approval requirements of MI
61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a
distribution of securities for cash and neither the fair market
value of the Common Shares distributed to, nor the consideration
received from, interested parties exceeded $2,500,000.
For further information, please contact: Newton Energy
Corporation Gino DeMichele, President & CEO 1600, 333 - 7th
Avenue S.W. Calgary, Alberta T2P 2Z1Phone: 403-680-7898
This news release may contain certain
forward-looking information and statements, including without
limitation, statements pertaining to final approval for the Private
Placement. All statements included herein, other than statements of
historical fact, are forward-looking information and such
information involves various risks and uncertainties. There can be
no assurance that such information will prove to be accurate, and
actual results and future events could differ materially from those
anticipated in such information. A description of assumptions
used to develop such forward-looking information and a description
of risk factors that may cause actual results to differ materially
from forward-looking information can be found in Newton’s
disclosure documents on the SEDAR website at www.sedar.com.
Newton does not undertake to update any forward-looking information
except in accordance with applicable securities laws.
Neither the NEX Board nor its Regulation
Services Provider (as that term is defined in the policies of the
NEX Board) accepts responsibility for the adequacy or accuracy of
this release.
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