Mr. Bruce Wilcox reports
NXT ANNOUNCES RECEIPT OF FINAL TRANCHE OF CONVERTIBLE DEBENTURE OFFERING
NXT Energy Solutions Inc. has completed the final tranche of a planned private placement of an aggregate principal amount of $900,000 (U.S.) (approximately $1,252,170) of convertible debentures (the 2024 debentures) to Ataraxia Capital in the amount of $400,000 (U.S.) (approximately $556,520), pursuant to the terms of the subscription agreement signed between Ataraxia and NXT in 2023 (the 2024 debenture placement). The Toronto Stock Exchange (the TSX) has provided conditional approval of the final phase of this 2023 agreement. For additional information regarding the 2024 debenture placement, please refer to NXT's issuer profile on SEDAR+.
The 2024 debentures bear interest at 10.0 per cent per annum, paid quarterly in arrears, and are due and payable two years after the issue date. The 2024 debentures are convertible into common shares of NXT at a conversion price of 24 U.S. cents (approximately 32.4 cents) per common share, which provides Ataraxia with the right to obtain up to 3.75 million common shares of NXT. The 2024 debentures may also be converted into voting preferred shares of NXT with an annual dividend rate of 10 per cent paid quarterly in arrears. The preferred shares are not transferable, but may be converted on a one-to-one basis into common shares. The 2024 debentures are payable on demand and are secured by a general security agreement, subordinate to the Business Development Bank of Canada's Highly Affected Sectors Credit Availability Program loan.
After completing the 2024 debenture placement, Ataraxia owns an aggregate of $2.3-million (U.S.) 2023 and 2024 debentures, representing the right to own, after conversion of the Ataraxia debentures, up to 13,540,209 common shares, representing approximately 14.7 per cent of the issued and outstanding common shares (after giving effect to the conversion of the full amount of the Ataraxia debentures).
The proceeds from the 2024 debenture placement will be used to support the working capital needs of the upcoming SFD surveys in Africa and Southeast Asia, 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.
Commenting on the 2024 debenture placement, Bruce G. Wilcox, chief executive officer of NXT, said, "We are very pleased and grateful that our strategic alliance partner, Ataraxia Capital, has now totally fulfilled its debenture funding commitment made last year."
In accordance with MI 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101), the company's issuance of the debentures to Ataraxia constitutes a related party transaction.
The company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect to the issuance of the debentures to Ataraxia as the fair market value of the debentures is below 25 per cent of the company's market capitalization (in each case as determined in accordance with MI 61-101).
About NXT Energy Solutions Inc.
NXT is a Calgary-based technology company, the proprietary airborne SFD survey system of which, 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 the company's 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. NXT provides its clients with an effective and reliable method to reduce time, costs and risks related to exploration.
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