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NXT Energy Solutions Inc
Symbol SFD
Shares Issued 78,157,389
Close 2024-06-03 C$ 0.115
Market Cap C$ 8,988,100
Recent Sedar Documents

NXT Energy investor MCAPM buys $2.68M of debentures

2024-06-03 17:10 ET - News Release

Mr. Eugene Woychyshyn reports

MCAPM, LP ACQUIRES CONVERTIBLE DEBENTURE OF NXT ENERGY SOLUTIONS INC.

On May 31, 2024, MCAPM LP subscribed for and received an aggregate principal amount of $2-million (U.S.) (approximately $2.68-million) of unsecured convertible debentures of NXT Energy Solutions Inc. (TSX: SFD) in a non-brokered private placement. The debentures bear interest at 10.0 per cent per annum and are due and payable in full on May 31, 2026. The debentures are convertible into common shares in the capital of NXT at a conversion price of 25 U.S. cents (34.12 cents) per common share which provides MCAPM with the right to obtain an additional eight million common shares. However, due to the current shareholdings of MCAPM, together with Michael P. Mork (collectively, Mork Capital) in NXT, no conversion of the debentures can occur until shareholder approval of NXT's shareholders is obtained. Mork Capital currently own an aggregate of 14,921,233 common shares, representing 19.1 per cent of the currently issued and outstanding common shares of NXT. With the acquisition of the debentures, Mork Capital will have the right to own, after conversion of the debentures, 30,526,321 common shares, representing approximately 28.1 per cent of the issued and outstanding common shares (after giving effect to the conversion of the full amount of debentures). NXT has agreed to nominate a representative from Mork Capital for appointment to its board of directors. Mork Capital is nominating Peter Mork for appointment to NXT's board of directors at NXT's annual general meeting scheduled to be held on July 15, 2024.

The head office address of NXT is 302 3320 17th Ave. SW Calgary, Alta., Canada, T3E 0B4. The head office of MCAPM, LP is 132 Mill St., No. 204, Healdsburg, Calif., 95448

This news release is issued pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which NXT is a reporting issuer containing information with respect to the foregoing matters (the early warning report). A copy of the early warning report will be available under NXT's profile at SEDAR+ or may be obtained by contacting Mork Capital at 707-431-1057.

Mork Capital is acquiring the debentures, and the common shares into which the debentures are convertible, for investment purposes. Mork Capital may, from time to time, acquire additional common shares or other securities of NXT or dispose of some or all of the common shares or other securities of NXT that it owns at such time. Mork Capital currently has no other plans or intentions that relate to or would result in any of the following: the acquisition of additional securities of NXT, or the disposition of securities of NXT; a corporate transaction, such as a merger, reorganization or liquidation, involving NXT or any of its subsidiaries; a sale or transfer of a material amount of the assets of NXT or any of its subsidiaries; a change management of NXT, including any plans or intentions to change the term of directors; a material change in the present capitalization or dividend policy of NXT; a material change in NXT's business or corporate structure; a change in NXT's charter, bylaws or similar instruments, or another action which might impede the acquisition of control of NXT by any person or company; a class of securities of NXT being delisted from, or ceasing to be authorized to be quoted on, a marketplace; NXT ceasing to be a reporting issuer in any jurisdiction of Canada; or soliciting proxies from any securityholders of NXT; but, depending on market conditions, general economic and industry conditions, trading prices of NXT's securities, NXT's business, financial condition and prospects, and/or other relevant factors, Mork Capital may develop such plans or intentions in the future.

We seek Safe Harbor.

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