CALGARY, Alberta, Nov. 28, 2017 — 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 PlacementAs 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 2Z1
Phone: 403-680-7898This 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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