NXT Announces Closing of Private Placement of Convertible Debentures
January 12 2024 - 7:53AM
NXT Energy Solutions Inc. ("NXT" or the "Company") (TSX: SFD;
OTCQB: NSFDF) is pleased to announce the closing of the private
placement of convertible debentures that was previously announced
on November 9, 2023 (the “Debentures”) for a total of US$1,872,000
(approximately CAD$2,542,000). The Debentures are convertible into
common shares in the capital of NXT (the “Common Shares”) at a
conversion price of US$0.1808 (approximately CAD$0.25) per Common
Share, which provides the subscribers with the right to obtain an
aggregate of up to 10,353,982 Common Shares. Any Common Shares
issued upon the conversion of the respective Debentures will be
subject to a hold period of four months plus a day from the date of
issuance of the Debenture being so converted.
Insiders were issued Debentures valued, in the
aggregate principal amount, at US$1,522,000 (Approximately
CAD$2,075,000) Debentures or (81.3%) of the value of the total
Debentures issued. The Company has issued an aggregate principal
amount of US$1,375,000 (approximately CAD$1,882,000) of the
Debentures to MCAPM, LP and Michael P. Mork (“Mork Capital”). Mork
Capital will now have the right to obtain an additional 7,605,088
Common Shares upon the conversion of their Debentures. However, due
to the current shareholdings of Mork Capital in NXT, no conversion
of Mork Capital’s Debentures can occur until approval of NXT’s
shareholders is obtained. Mork Capital currently own an aggregate
of 14,921,233 Common Shares, representing 19.12% 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 their Debentures, 22,526,321 Common Shares,
representing approximately 26.3% of the issued and outstanding
Common Shares. The Company has agreed to appoint a representative
from Mork Capital to its board of directors in the near future. In
addition, all six current directors of NXT participated in the
private placement by converting their outstanding director fees
payable as at December 31, 2023 into Debentures valued, in the
aggregate principal amount, at US$147,000 (approximately
CAD$194,000). In connection with this issuance, the current
directors have the right to obtain, in the aggregate, up to 813,053
Common Shares.
The proceeds from the private placement of
Debentures have been used to support the working capital needs of
the SFD® survey in Turkiye, and other general and administrative
costs which include business development and marketing activities
required to transform the existing pipeline of SFD® opportunities
into firm contracts. The data acquisition phase of the Turkiye
contract has been completed and NXT is actively pursuing other
prospects in the country and region.
The securities described herein have not been,
and will not be, registered under the United States Securities Act
of 1933, as amended (the "1933 Act"), or any state securities laws,
and accordingly, may not be offered or sold within the United
States except in compliance with the registration requirements of
the 1933 Act and applicable state securities requirements or
pursuant to exemptions therefrom. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in the United States
or in any other jurisdiction in which such offer, solicitation or
sale would be unlawful.
About NXT Energy Solutions Inc.
NXT Energy Solutions Inc. is a Calgary-based
technology company whose proprietary airborne SFD® survey system,
applied in numerous basins around the world, uses the principles of
quantum mechanics to infer stress anomalies of exploration
interest. The method can be used both onshore and offshore to
remotely identify areas conducive to fluid entrapment in order to
recommend areas with commercial hydrocarbon and/or geothermal
potential. The SFD® survey system enables our clients to focus
their exploration decisions concerning land commitments, data
acquisition expenditures and prospect prioritization on areas with
the greatest potential. SFD® is environmentally friendly and
unaffected by ground security issues or difficult terrain and is
the registered trademark of NXT Energy Solutions Inc. NXT Energy
Solutions Inc. provides its clients with an effective and reliable
method to reduce time, costs, and risks related to exploration.
Contact Information
For investor and media inquiries please contact:
Eugene Woychyshyn |
Michael
Baker |
Vice President of Finance &
CFO |
Investor Relations |
302, 3320 – 17th AVE SW |
302, 3320 – 17th AVE SW |
Calgary, AB, T3E 0B4 |
Calgary, AB, T3E 0B4 |
+1 403 206 0805 |
+1 403 264 7020 |
nxt_info@nxtenergy.com |
nxt_info@nxtenergy.com |
www.nxtenergy.com |
www.nxtenergy.com |
Forward-Looking Statements
Certain information provided in this press
release may constitute forward-looking information within the
meaning of applicable securities laws. Forward-looking information
typically contains statements with words such as "anticipate",
"believe", "estimate", "will", "expect", "plan", "schedule",
"intend", "propose" or similar words suggesting future outcomes or
an outlook. Forward-looking information in this press release
includes, but is not limited to, information regarding: the details
or and funds to be raised under the private placement of
Debentures, expectations regarding the conversion of the
Debentures, expectations regarding shareholder approval of the
conversion of the Mork Capital Debenture, plans to appoint further
a representative of Mork Capital to the board of directors of NXT
and potential future business prospects of NXT in Turkiye and the
surrounding region. Although the Company believes that the
expectations and assumptions on which the forward-looking
statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because the Company can
give no assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions, by
their very nature they involve inherent risks and uncertainties.
Actual results could differ materially from those currently
anticipated due to a number of factors and risks. Risk factors
facing the Company and the private placement of Debentures are
described in its most recent Annual Information Form for the year
ended December 31, 2022 and the Company’s management, discussion
& analysis for the three and nine month periods ended September
30, 2023, which have been filed electronically by means of the
System for Electronic Document Analysis and Retrieval ("SEDAR+")
located at www.sedarplus.ca. The forward-looking statements
contained in this press release are made as of the date hereof, and
except as may be required by applicable securities laws, the
Company assumes no obligation to update publicly or revise any
forward-looking statements made herein or otherwise, whether as a
result of new information, future events or otherwise.
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