New Zealand Energy Corp. Provides Update on Private Placement and Shares for Debt

Rhea-AI Summary

New Zealand Energy Corp. (TSXV: NZ) has announced updates regarding its previously disclosed non-brokered private placement and debt settlements. The company is proceeding with a private placement offering of common shares at C$0.18 per share to raise up to C$3,000,000.

As part of the transaction, Charlestown Energy Partners, LLC will convert its C$300,000 short-term loan into 1,666,667 common shares. Additionally, NZEC plans to issue 1,000,000 common shares to Vliet Financing B.V. at C$0.18 per share to terminate an outstanding loan. Both transactions are subject to TSX Venture Exchange approval and qualify as related party transactions.

Positive

• None.

Negative

• Significant share dilution through debt conversion and private placement
• Related party transactions may raise governance concerns

News Market Reaction – NZERF

+30.44%

1 alert

+30.44% News Effect

On the day this news was published, NZERF gained 30.44%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Vancouver, British Columbia--(Newsfile Corp. - July 7, 2025) - New Zealand Energy Corp. (TSXV: NZ) ("NZEC" or the "Company") is pleased to announce that, further to its May 12, 2025, June 25, 2025, and July 3, 2025 news releases, Charlestown Energy Partners, LLC ("Charlestown") intends to participate in the previously announced non-brokered private placement of common shares of the Company (each a "Common Share") at a price of C$0.18 per Common Share for gross proceeds of up to C$3,000,000 (the "Offering"), and in that regard NZEC intends to settle the outstanding short term loan in the amount of C$300,000 owing to Charlestown through the issuance of 1,666,667 Common Shares at a deemed price of C$0.18 per Common Share, subject to approval of the TSX Venture Exchange ("TSXV"). 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, NZEC intends to issue the 1,000,000 Common Shares at a deemed price of C$0.18 per Common Share to Vliet Financing B.V. ("Vliet") 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 TSXV.

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 NZEC. 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 (the "Related Party Policies")‎. NZEC 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 $2,500,000).‎‎

On behalf of the Board of Directors,

"Michael Adams"

CEO

New Zealand Energy Contacts
Email: info@newzealandenergy.com
Website: www.newzealandenergy.com

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 Offering, the debt settlement and the termination of the Vliet loan. 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: TSX Venture Exchange approval of the debt settlement and the termination of the Vliet loan, the underlying value of NZEC and its Common Shares, 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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/258063

FAQ

What is the price per share for NZERF's private placement offering?

The private placement is priced at C$0.18 per common share.

How much debt is New Zealand Energy Corp converting to equity?

The company is converting a C$300,000 short-term loan from Charlestown Energy Partners into 1,666,667 common shares.

How many shares will be issued to Vliet Financing in the debt settlement?

NZEC plans to issue 1,000,000 common shares to Vliet Financing B.V. at a deemed price of C$0.18 per share.

What is the total amount NZERF aims to raise in the private placement?

New Zealand Energy Corp. aims to raise up to C$3,000,000 through the non-brokered private placement.

Are these transactions considered related party transactions?

Yes, both the debt settlement and loan termination are considered related party transactions under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101.