Newton Energy Corporation Announces Closing of Private Placement

Calgary, Alberta, CANADA


CALGARY, Alberta, July 04, 2018 (GLOBE NEWSWIRE) -- Newton Energy Corporation (the "Company" or "Newton") announces that it has closed its previously announced non-brokered private placement (the "Offering") of common shares of the Company (the "Common Shares"), pursuant to which, Newton issued an aggregate of 3,333,333 Common Shares for gross proceeds of $500,000.

The gross proceeds of the Offering will be used towards general working capital. Completion of the Offering is subject to regulatory approval including the approval of the NEX board of the TSX Venture Exchange (the "NEX"). The Common Shares issued are subject to a four month hold period from the date of the closing of the Offering.

Upon closing of the Offering, Gino DeMichele, through A2 Capital Management Inc. ("A2"), a company controlled by Mr. DeMichele, Terei International Ltd. ("Terei"), Ronald Schmeichel and JJR Capital Holdings Inc., a company owned by Mr. Schmeichel ("Schmeichel"), 2464344 Ontario Inc. ("2464344") and 1921142 Ontario Inc. ("1921142") own approximately 12.5%, 13.4%, 17.8%, 13.4% and 10.5%, respectively, of the issued and outstanding Common Shares. Prior to the Offering, Mr. DeMichele and Terei owned or exercised control over 497,773 Common Shares and 112,621 stock options of the Company (19.4% diluted) and 497,773 Common Shares (16.4%), respectively. Prior to the Offering, Schmeichel, 2464344 and 1921142 did not own or exercise control over any securities of Newton. The Common Shares were acquired by A2, Terei, Schmeichel, 2464344 and 1921142 for investment purposes. 

An early warning report will be filed by Mr. DeMichele in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained from Gino DeMichele, upon request at the following telephone number or address.

Gino DeMichele, 3400, 350 – 7th Avenue S.W., Calgary, Alberta, T2P 3N9, Telephone: 403-680-7898.

An early warning report will be filed by Terei in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained from Kevin Taylor, President of Terei, upon request at the following telephone number or address.

Terei International Ltd., 4, V. Dimech St, Floriana Malta, Telephone: 954-816-5589.

An early warning report will be filed by Schmeichel in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained from Ronald Schmeichel, upon request at the following telephone number or address.

Ronald Schmeichel, 5 Hazelton Ave, Suite 300, Toronto, Ontario, M5R 2E1, Telephone: 416-972-9993.

An early warning report will be filed by 2464344 in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained from 2464344, upon request at the following telephone number or address.

2464344 Ontario Inc., 5 Hazelton Ave, Suite 300, Toronto, Ontario, M5R 2E1, Telephone: 416-972-9993.

An early warning report will be filed by 1921142 in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained from 1921142, upon request at the following telephone number or address.

1921142 Ontario Inc., 5 Hazelton Ave, Suite 300, Toronto, Ontario, M5R 2E1, Telephone: 416-972-9993.

Related Party Participation in the Private Placement

As insiders of Newton participated in this Offering, it is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“MI 61-101“).

Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.

The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of the Common Shares distributed to, nor the consideration received from, interested parties exceeded $2,500,000.

For further information, please contact:

Newton Energy Corporation
Gino DeMichele, President & CEO
1600, 333 - 7th Avenue S.W.
Calgary, Alberta T2P 2Z1
Phone: 403-680-7898

Neither the NEX nor its Regulation Services Provider (as that term is defined in the policies of the NEX) accepts responsibility for the adequacy or accuracy of this release.

This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to use of proceeds and the Company’s ability to obtain necessary approvals from the NEX. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information.  A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Newton’s disclosure documents on the SEDAR website at www.sedar.com.  Newton does not undertake to update any forward-looking information except in accordance with applicable securities laws.