17:08:59 EDT Wed 15 May 2024
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New Zealand Energy Corp (3)
Symbol NZ
Shares Issued 2,321,235
Close 2023-12-12 C$ 1.20
Market Cap C$ 2,785,482
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New Zealand Energy closes $2.05M tranche of placement

2023-12-12 17:10 ET - News Release

Mr. James Willis reports

NEW ZEALAND ENERGY CORP. CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT

Further to the Oct. 24, 2023, and Nov. 23, 2023, news releases, New Zealand Energy Corp. has completed the closing of the first tranche of the previously announced non-brokered private placement offering of common shares of the company. New Zealand Energy issued 5,417,837 common shares at a price of 38 cents per common share for gross proceeds of $2,058,778. All securities issued in connection with the private placement are subject to a hold period that expires on April 13, 2024. Finders acting in connection with the private placement received fees in the aggregate amount of $60,950. It is anticipated that New Zealand Energy will close a final tranche of the private placement on or about Dec. 29, 2023.

Vliet Techniek BV, a company wholly owned by Frank Jacobs, a director of New Zealand Energy, subscribed for 1.51 million common shares under the first tranche of the private placement. Vliet intends to subscribe for a further 582,163 common shares pursuant to the final tranche of the private placement. If these additional common shares are issued by the company, Vliet would hold more than 20 per cent of the outstanding common shares of New Zealand Energy, and therefore, in accordance with the policies of the TSX Venture Exchange, disinterested shareholder approval is required to approve Vliet becoming a new control person (as defined in the policies of the TSX Venture Exchange) of the company. Such approval will be sought at the coming annual general and special shareholders meeting to be held on Dec. 29, 2023.

As noted above, Vliet has been issued 1.51 million common shares. Prior to the offering, Vliet did not own any common shares. Vliet owns 1.51 million common shares, or approximately 19.51 per cent of the issued and outstanding common shares. The acquisition of the common shares by Vliet was made for investment purposes. Vliet may increase or decrease its investment in New Zealand Energy depending on market conditions or any other relevant factors.

A superannuation fund, of which James Willis, the chief executive officer, chairman and a director of New Zealand Energy, is a member, subscribed for 250,000 common shares under the private placement. Accordingly (and including the subscription by Vliet), the private placement is a related-party transaction for the purposes of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. New Zealand Energy 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).

Monumental Energy Corp., a TSX Venture Exchange-listed company, has been issued one million common shares. Prior to the offering, Monumental did not own any common shares. Monumental now owns one million common shares, or approximately 12.92 per cent of the issued and outstanding common shares. The acquisition of the common shares by Monumental was made for investment purposes. Monumental may increase or decrease its investment in New Zealand Energy depending on market conditions or any other relevant factors.

With new capital, new directors and shareholders, the company is in a turnaround phase. As previously announced, the company intends to use the proceeds from the private placement to procure long-lead items for the Tariki-5 well and to finance working capital. Planning for the drilling of Tariki-5 is completed, and the company aims to drill this well in the first half of 2024. The company is also advancing plans for Tariki to be an integral part of a gas storage project.

We seek Safe Harbor.

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