New Zealand Energy Corp. Announces Revocation of CTO, Resumption of Trading and Provides Corporate Update
The Company also announces that it has received short term loans in the amount of C$300,000 from Charlestown Energy Partners, LLC ("Charlestown") and in the amount of C$182,000 from Vliet Financing BV ("Vliet") on May 27, 2025, subject to TSXV approval. The loans are unsecured and non-convertible, with interest payable at 15% per annum, due on August 27, 2025, were issued with an original issuance discount of 10% and for greater certainty, no securities were issued as part of the loan agreements. Mr. Robert Bose, a director of NZEC, is a principal of Charlestown and Vliet is a company controlled by Mr. Frank Jacobs, Chairman and a director of NZEC, and therefore the loans are related party transactions for the purposes of TSXV Policy 5.9 and Multilateral Instrument 61-101 (the "Related Party Policies"). NZEC has determined that exemptions from the various requirements of the Related Party Policies are available in connection with the loans (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than $2,500,000).
The Company also noted that, in connection with the working capital deficiency of C$4,013,465 as disclosed in the interim financial statements for the three months ended March 31, 2025, a total of $2.7 million related to an outstanding loan, which, as disclosed in its news release dated May 12, 2025, has been amended, subject to TSXV approval, to allow the Company to terminate the loan in exchange for the payment by the Company to Vliet of C$500,000 and the issuance of 1,000,000 common shares of NZEC. In the event that the Company has been unable to make the payments to Vliet on or before July 31, 2025, Vliet has agreed to extend the maturity date of the loan to September 20, 2026, subject to TSXV approval. With respect to the remainder of the working capital deficiency in the amount of C$1.3 million, the Company intends to complete a private placement in the near future, the terms of which (including structure, size and pricing) will be announced in due course. In addition, as per the news release dated June 3, 2025, the Company is aimed at restoring positive cash flow based on the Q1 and Q2 2025 production activities.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information regarding: the business of the Company, including future plans and objectives, the outstanding loans of the Company, the proposed private placement and production activities. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects NZEC's current beliefs and is based on information currently available to NZEC and on assumptions NZEC believes are reasonable. These assumptions include, but are not limited to: the underlying value of NZEC and its common shares, TSX Venture Exchange approval of the amendment to the loan and TSX Venture Exchange approval of a private placement; NZEC's current and initial understanding and analysis of its projects and the development required for such projects; the costs of NZEC's projects; NZEC's general and administrative costs remaining constant; and the market acceptance of NZEC's business strategy. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of NZEC to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; industry condition; volatility of commodity prices; imprecision of reserve estimates; environmental risks; operational risks in exploration and development; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation, including environmental legislation, affecting NZEC; the timing and availability of external financing on acceptable terms; and lack of qualified, skilled labour or loss of key individuals. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in NZEC's disclosure documents on the SEDAR+ website at www.sedarplus.ca. Although NZEC has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of NZEC as of the date of this news release and, accordingly, is subject to change after such date. However, NZEC expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
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