Vancouver, British Columbia--(Newsfile Corp. - November 22, 2024) - New Zealand Energy Corp. (TSXV: NZ) ("NZEC" or the "Company") announced that, further to its October 31, 2024 and November 7, 2024 news releases, it has completed the closing of the previously announced non-brokered private placement offering (the "Private Placement") of common shares of the Company ("Common Shares"), subject to final approval of the TSX Venture Exchange. NZEC issued 4,444,444 Common Shares at a price of C$0.45 per Common Share for gross proceeds of $2,000,000. All securities issued in connection with the Private Placement are subject to a hold period that expires on March 23, 2025.
The net proceeds from the Private Placement will be used to fund the sidetrack of the Tariki-5 well, i.e. Tariki-5A, and to advance the Company's plans regarding the Tariki gas production/storage development and for general working capital.
A company wholly-owned by Frank Jacobs, a director of NZEC, subscribed for 100,000 Common Shares under the Private Placement. In addition, Charlestown Energy Partners, LLC, a private equity firm at which Robert Bose is a Managing Member, subscribed for 444,444 Common Shares pursuant to the Private Placement. Accordingly, the Private Placement is a related party transaction for the purposes of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (the "Related Party Policies"). NZEC has determined that exemptions from the various requirements of the Related Party Policies are available in connection with the Private Placement (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than $2,500,000).
As noted above, a company wholly owned by Mr. Jacobs subscribed for 100,000 Common Shares. Prior to the offering, Mr. Jacobs controlled 2,127,163 Common Shares, or approximately 14.19% of the total issued and outstanding Common Shares and 200,000 stock options. Mr. Jacobs now owns 2,227,163 Common Shares, or approximately 10.84% of the issued and outstanding Common Shares and 200,000 stock options. Assuming the exercise of the stock options, Mr. Jacobs would own or control 2,427,163 Common Shares, or approximately 11.70% of the total issued and outstanding Common Shares. The acquisition of the Common Shares by Mr. Jacobs was made for investment purposes. Mr. Jacobs may increase or decrease his investment in NZEC depending on market conditions or any other relevant factors. The head office address for NZEC is 11 Young Street, New Plymouth, New Zealand. The address for Mr. Jacobs is Citadel 27 4652-GJ-Steenbergen, The Netherlands.
On behalf of the Board of Directors
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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 are forward-looking information. In particular, this news release contains forward-looking information regarding: the Private Placement and the potential use of proceeds of the Private Placement. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects NZEC's current beliefs and is based on information currently available to NZEC and on assumptions NZEC believes are reasonable. These assumptions include, but are not limited to: the underlying value of NZEC and its common shares; TSX Venture Exchange approval of the Private Placement; NZEC's general and administrative costs remaining constant; and the market acceptance of NZEC's business strategy. 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 NZEC 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; industry condition; volatility of commodity prices; imprecision of reserve estimates; environmental risks; operational risks in exploration and development; 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 NZEC; the timing and availability of external financing on acceptable terms; and lack of qualified, skilled labour or loss of key individuals. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in NZEC's disclosure documents on the SEDAR+ website at www.sedarplus.ca. Although NZEC 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. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of NZEC as of the date of this news release and, accordingly, is subject to change after such date. However, NZEC expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
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