03:23:49 EDT Sat 19 Jul 2025
Enter Symbol
or Name
USA
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New Zealand Energy Corp (3)
Symbol NZ
Shares Issued 20,599,963
Close 2025-07-17 C$ 0.21
Market Cap C$ 4,325,992
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New Zealand Energy closes $2.71M private placement

2025-07-18 18:53 ET - News Release

Mr. Michael Adams reports

NEW ZEALAND ENERGY CORP. CLOSES PRIVATE PLACEMENT AND SHARES FOR DEBT TRANSACTION

Further to New Zealand Energy Corp.'s May 12, 2025, June 25, 2025, and July 3, 2025, and July 7, 2025, news releases, it has completed the closing of the previously announced non-brokered private placement of common shares of the company, subject to final approval of the TSX Venture Exchange. New Zealand Energy issued 15,103,556 common shares at a price of 18 cents per common share for gross proceeds of $2,718,640. In addition, New Zealand Energy settled the outstanding indebtedness in the amount of $300,000 owing to Charlestown Energy Partners LLC through the issuance of 1,666,667 common shares at a deemed price of 18 cents per common share. Charlestown also acquired an additional 1,111,111 common shares pursuant to the private placement. New Zealand Energy also completed the issuance of the one million common shares at a deemed price of 18 cents per common share to Vliet Financing B.V. in accordance with the agreement to terminate the outstanding loan, as previously announced on May 12, 2025, and June 25, 2025. As previously disclosed and as noted below, the issuer will also use the proceeds from the private placement to pay the cash amount of $500,000 to Vliet, following which the outstanding loan in the principal amount of $2-million plus accrued interest will be terminated.

All of the common shares issued are subject to a hold period that expires on Nov. 19, 2025. The net proceeds from the private placement will be used to finance continuing work on Tariki gas storage project, to terminate the outstanding loan currently held by Vliet in accordance with the agreement previously announced on May 12, 2025, and June 25, 2025, and for general working capital.

Robert Bose, a director of the company, is a principal of Charlestown. Vliet is a company controlled by Frank Jacobs, chairman and a director of New Zealand Energy. In addition, Bill Treuren, a director of New Zealand Energy, subscribed for 200,000 common shares and Toby Pierce, a director of New Zealand Energy, subscribed for 300,000 common shares under the private placement. The private placement, the debt settlement and the termination of the outstanding loan are each 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, the debt settlement and termination of the outstanding loan.

As noted above, Charlestown acquired an aggregate of 2,777,778 common shares. Prior to the offering, Charlestown controlled 1,777,777 common shares, or approximately 8.63 per cent of the total issued and outstanding common shares and 500,000 stock options. Charlestown now owns 4,555,555 common shares, or approximately 11.87 per cent of the issued and outstanding common shares and 500,000 stock options. Assuming the exercise of the stock options, Charlestown would own or control 5,055,555 common shares, or approximately 13.01 per cent of the total issued and outstanding common shares. The acquisition of the common shares by Charlestown was made for investment purposes. Charlestown may increase or decrease its investment in New Zealand Energy depending on market conditions or any other relevant factors. The head office address for New Zealand Energy is 11 Young St., New Plymouth, New Zealand. The address for Charlestown is 17 State St., suite 3811, New York, N.Y., 10004, United States.

As noted above, Vliet, a company controlled by Mr. Jacobs, acquired one million common shares. Prior to the closings, Mr. Jacobs controlled 2,227,163 common shares, or approximately 10.81 per cent of the total issued and outstanding common shares and 200,000 stock options. Mr. Jacobs now owns 3,227,163 common shares, or approximately 8.41 per cent 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 3,527,163 common shares, or approximately 9.14 per cent of the total issued and outstanding common shares. The holdings of Mr. Jacobs have decreased to less than 10 per cent of the issued and outstanding common shares of New Zealand Energy. The acquisition of the common shares by Mr. Jacobs was made in connection with the termination of the outstanding loan including accrued interest. Mr. Jacobs may increase or decrease his investment in New Zealand Energy depending on market conditions or any other relevant factors. The head office address for New Zealand Energy is 11 Young St., New Plymouth, New Zealand. The address for Mr. Jacobs is Citadel 27 4652-GJ-Steenbergen, the Netherlands.

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