Newton Energy Corporation Announces Closing of First Tranche of its Private Placement, Termination of Letter of Intent, Appoi...
October 02 2017 - 6:53PM
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 first 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 11,000,000 Common Shares for gross
proceeds of CDN$165,000 (the "
First Tranche"). The
Company anticipates closing on an additional 700,000 Common Shares
for additional gross proceeds of $10,500 (the "
Second
Tranche") on October 3, 2017.
Gross proceeds from the First Tranche and Second
Tranche of 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 First Tranche, A2 Capital
Management Inc. ("A2") and Terei International
Ltd. ("Terei") will each own approximately 13.08%
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. Upon the closing of the Second
Tranche, A2 and Terei will each own approximately 12.8% of the
issued and outstanding Common Shares.
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: 416-972-9993.
Change of Management
Newton is pleased to announce the appointment,
subject to approval by the NEX Board, of Mr. Gino DeMichele to its
board of directors and as President and Chief Executive Officer of
Newton. Mr. DeMichele currently serves as the President and CEO of
A2, a private merchant banking and trading operation. He has been
engaged in global and domestic financial markets since 1990 and
brings over 25 years of corporate finance and merger and
acquisition expertise.
Mr. DeMichele's appointment to the board of
directors of Newton and as President and Chief Executive Officer is
in replacement of Mr. Merv Chia, who resigned as a director and as
Chief Executive Officer of Newton. Newton also announces the
resignation of Lorraine (Lori) K. Stewart and Jimmy Chow from the
board of directors of Newton. Mr. Jimmy Chow will remain as Chief
Financial Officer of Newton. Newton would like to thank Mr. Chia
and Ms. Stewart for their services to the Company and wishes them
success in their future endeavors.
Termination of LOI
Newton announces the termination of its
previously announced non-binding letter of intent dated April 27,
2016 (the "Letter of Intent") with Kicker Power
Corp. ("Kicker").
Debt Settlement
Newton has entered into a debt settlement
agreement (the "Agreement") with Kicker pursuant
to which Kicker has agreed to issue an aggregate of 19.9% of the
outstanding shares in the capital of Kicker in order to settle an
outstanding debt of $349,154.
The Company will issue a further news release in
respect of the resumption of trading of its Common Shares.
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 regulatory approval for the
appointment of the new Chief Executive Officer and director of
Newton, including the Company's ability to obtain necessary
approvals from the NEX Board, the closing of the Second Tranche,
the resumption of trading of the Common Shares and 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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