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Highlights

  • NZEC completed a private placement, issuing over 15.1 million shares for CAD 2.72 million in proceeds.
  • The company settled CAD 300,000 in debt through share issuance and terminated a CAD 2 million loan.
  • Related parties including directors participated in the financing and debt settlement transactions.

New Zealand Energy Corp. (TSXV: NZ) has closed its previously announced non-brokered private placement of common shares, raising gross proceeds of CAD 2,718,640. The company issued 15,103,556 common shares at CAD 0.18 per share, subject to final approval from the TSX Venture Exchange.

As part of the financing, NZEC also settled outstanding debt totaling CAD 300,000 owed to Charlestown Energy Partners, LLC. This debt was repaid through the issuance of 1,666,667 shares at a deemed price of CAD 0.18 per share. In addition, Charlestown acquired 1,111,111 common shares under the same private placement.

NZEC also issued 1,000,000 shares to Vliet Financing B.V. at a deemed price of CAD 0.18 per share, as part of an agreement to terminate a loan of CAD 2,000,000 plus accrued interest. The company will additionally pay Vliet a cash amount of CAD 500,000 to fully settle the obligation. The proceeds from the placement will be directed toward the Tariki gas storage project, loan termination obligations, and general working capital.

All shares issued are subject to a hold period expiring November 19, 2025.

Several directors of NZEC participated in the private placement. Robert Bose, a principal of Charlestown, subscribed through Charlestown which now holds 4,555,555 shares, increasing its ownership from 8.63 percent to 11.87 percent of NZEC’s issued and outstanding common shares. Including 500,000 stock options, Charlestown’s fully diluted ownership would be approximately 13.01 percent.

Frank Jacobs, Chairman and director of NZEC, controls Vliet. Following the issuance of 1,000,000 shares as part of the loan termination, Jacobs’ holdings decreased from 10.81 percent to 8.41 percent of the total issued and outstanding shares. With 200,000 stock options, his fully diluted stake would be 9.14 percent.

The transactions involving Charlestown, Vliet, and NZEC directors are considered related party transactions under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. However, NZEC has confirmed the availability of exemptions from valuation and minority approval requirements based on market value thresholds.