Mr. Michael Adams reports
NEW ZEALAND ENERGY CORP. PROVIDES UPDATE ON PRIVATE PLACEMENT AND SHARES FOR DEBT
Further to the May 12, 2025, June 25, 2025, and July 3, 2025, news releases, Charlestown Energy Partners LLC intends to participate in the previously announced non-brokered private placement of common shares of New Zealand Energy Corp. at a price of 18 cents per common share for gross proceeds of up to $3-million, and, in that regard, New Zealand Energy intends to settle the outstanding short term loan in the amount of $300,000 owing to Charlestown through the issuance of 1,666,667 common shares at a deemed price of 18 cents per common share, subject to approval of the TSX Venture Exchange. The common shares issued in connection with the debt settlement will be subject to a hold period of four months from the date of closing. In addition, following the closing of the offering, New Zealand Energy intends to issue one million common shares at a deemed price of 18 cents per common share to Vliet Financing BV in accordance with the agreement to terminate the outstanding loan, as previously announced on May 12, 2025, and June 25, 2025, subject to approval of the TSX-V.
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. The debt settlement and the termination of the outstanding loan would each be 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 proposed debt settlement and termination of the outstanding loan (formal valuation -- issuer not listed on specified markets; minority approval -- fair market value not more than $2.5-million).
We seek Safe Harbor.
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