Newton Energy Corporation (the "
Company" or
"
Newton") announces that it has closed its
previously announced non-brokered private placement (the
"
Offering") of common shares of the Company (the
"
Common Shares"), pursuant to which, Newton issued
an aggregate of 3,333,333 Common Shares for gross proceeds of
$500,000.
The gross proceeds of the Offering will be used
towards general working capital. Completion of the Offering is
subject to regulatory approval including the approval of the NEX
board of the TSX Venture Exchange (the "NEX"). The
Common Shares issued are subject to a four month hold period from
the date of the closing of the Offering.
Upon closing of the Offering, Gino DeMichele,
through A2 Capital Management Inc. ("A2"), a
company controlled by Mr. DeMichele, Terei International Ltd.
("Terei"), Ronald Schmeichel and JJR Capital
Holdings Inc., a company owned by Mr. Schmeichel
("Schmeichel"), 2464344 Ontario Inc.
("2464344") and 1921142 Ontario Inc.
("1921142") own approximately 12.5%, 13.4%, 17.8%,
13.4% and 10.5%, respectively, of the issued and outstanding Common
Shares. Prior to the Offering, Mr. DeMichele and Terei owned or
exercised control over 497,773 Common Shares and 112,621 stock
options of the Company (19.4% diluted) and 497,773 Common Shares
(16.4%), respectively. Prior to the Offering, Schmeichel, 2464344
and 1921142 did not own or exercise control over any securities of
Newton. The Common Shares were acquired by A2, Terei, Schmeichel,
2464344 and 1921142 for investment purposes.
An early warning report will be filed by Mr.
DeMichele in accordance with applicable securities laws and will be
available on SEDAR at www.sedar.com or may be obtained from Gino
DeMichele, upon request at the following telephone number or
address.
Gino DeMichele, 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 following telephone number
or address.
Terei International Ltd., 4, V. Dimech St,
Floriana Malta, Telephone: 954-816-5589.
An early warning report will be filed by
Schmeichel in accordance with applicable securities laws and will
be available on SEDAR at www.sedar.com or may be obtained from
Ronald Schmeichel, upon request at the following telephone number
or address.
Ronald Schmeichel, 5 Hazelton Ave, Suite 300,
Toronto, Ontario, M5R 2E1, Telephone: 416-972-9993.
An early warning report will be filed by 2464344
in accordance with applicable securities laws and will be available
on SEDAR at www.sedar.com or may be obtained from 2464344, upon
request at the following telephone number or address.
2464344 Ontario Inc., 5 Hazelton Ave, Suite 300,
Toronto, Ontario, M5R 2E1, Telephone: 416-972-9993.
An early warning report will be filed by 1921142
in accordance with applicable securities laws and will be available
on SEDAR at www.sedar.com or may be obtained from 1921142, upon
request at the following telephone number or address.
1921142 Ontario Inc., 5 Hazelton Ave, Suite 300,
Toronto, Ontario, M5R 2E1, Telephone: 416-972-9993.
Related Party Participation in the
Private Placement
As insiders of Newton participated in this
Offering, 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 Offering 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
Neither the NEX nor its Regulation
Services Provider (as that term is defined in the policies of the
NEX) accepts responsibility for the adequacy or accuracy of this
release.
This news release may contain certain
forward-looking information and statements, including without
limitation, statements pertaining to use of proceeds and the
Company’s ability to obtain necessary approvals from the NEX. 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.
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