(via Thenewswire.ca)
October 24, 2016 / TheNewswire
/ NWest Energy Corp. (“NWest” or the
“Company”) (TSX-V: NWN) is pleased to announce that in connection with
the previously announced share exchange transaction (the “Transaction”) with Plumbago Refining Corp. B.V. and its securityholders, there is an increase of its previously announced non-brokered
private placement (see news disseminated on June 20, 2016) from $1,500,000 to up to $3,000,000 (the “Financing”) through the issuance of up to 15,000,000 units (the “Units”) of the Company at a price of $0.20 per Unit, up from the 7,500,000 Units previously
announced on June 20, 2016.
Each Unit will consist of one common share (an “Offered
Share”) and one common share purchase warrant (a “Warrant”). Each full Warrant will allow the holder to purchase one common share of NWest at a price
of $0.30 for a period of two years from the date of issuance. The Warrants will be subject to an acceleration clause whereby if the
common shares trade equal to or greater than $0.50 cent for a period of twenty (20) consecutive trading days, and the Warrant
expiry date shall accelerate to a date that is not less than twenty (20) days after notice is given.
Completion of the Transaction is subject to a number of conditions, including but not limited to,
TSX Venture Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.
For further information:
Kevin Aylward B. Comm
Bill Fleming
President & CEO
Chief Financial Officer
(902) 405 - 4751
(902) 405-4751
(709) 693-0080 cell
kaylward@nwestenergy.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
This news release does not constitute an offer to sell or a solicitation of an offer to
buy any of the securities described herein in the United States. The securities described herein have not been registered under the
United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or
sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered
under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is
available.
Investors are cautioned that, except as disclosed in the management information circular
or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the
Transaction and related transactions may not be accurate or complete and should not be relied upon. Trading in the securities
of NWest should be considered highly speculative.
This new release shall not constitute an offer to sell or the solicitation of an offer
to buy any securities in any jurisdiction.
Cautionary Statement Regarding Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable Canadian securities
legislation. All statements, other than statements of historical fact, included herein is forward-looking information.
Generally, forward-looking information may be identified by the use of forward-looking
terminology such as “plans”, “ expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”,
“forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the
use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved.
In particular, this news release contains forward-looking information in relation to: the Transaction; and the Financing.
This forward-looking information reflects NWest’s current beliefs and is based on information currently available to NWest
and on assumptions NWest believes are reasonable. These assumptions include, but are not limited to: the completion of
satisfactory due diligence of all parties in relation to the Transaction; the satisfactory fulfilment of all terms and conditions
contained in the Share Exchange Agreement; and the receipt of all required approvals including regulatory, TSXV, director and
shareholder approvals; market acceptance of the Transaction; and acceptable financing to complete the Transaction.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of NWest to be materially different from those expressed or implied by such
forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic,
competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or
failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation,
including environmental legislation, affecting NWest; the timing and availability of external financing on acceptable terms;
conclusions of economic evaluations; and lack of qualified, skilled labour or loss of key individuals. A description of additional
assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual
results to differ materially from forward-looking information can be found in NWest’s disclosure documents on the SEDAR website at
www.sedar.com. Although NWest has attempted to identify important factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated
or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release represent the expectations of NWest as of the date of this press release
and, accordingly, are subject to change after such date. However, NWest expressly disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as
expressly required by applicable securities law.
The TSX Venture Exchange has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of this press release
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