CALGARY, ALBERTA — (Marketwired) — 11/03/14 — This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Merv Chia, of Calgary, Alberta, Chairman and Interim Chief Executive Officer of Newton Energy Corporation (“Newton”), on August 25, 2014, indirectly, through NEX Industries Ltd. (“NEX”), a company controlled by Mr. Chia, disposed (the “Disposition”) of 861,967 common shares (“Common Shares”) of Newton pursuant to a reorganization of NEX. NEX re-purchased preferred shares of NEX from an arm–s length third party in exchange for consideration that included the sale of 861,967 Common Shares held by NEX.
On October 30, 2014, pursuant to a private placement of units of Newton (“Units”) comprised of $100 principal amount of convertible, unsecured debentures of Newton (the “Debentures”) and 2,000 common share purchase warrants of Newton (the “$0.05 Warrants”) at a subscription price of $100 per Unit, Mr. Chia, indirectly, through Supreme Pacific Holdings Inc. (“Supreme”), a company controlled by Mr. Chia, acquired (the “Acquisition”) $100,000 principal amount of Debentures and 2,000,000 $0.05 Warrants. The Debentures are convertible into Common Shares at a price of $0.05 per share for a period of three years from the date of issuance. The $0.05 Warrants are exercisable at a price of $0.05 per share for a period of three years from the date of issuance.
Following the Disposition and Acquisition, Mr. Chia beneficially owns, controls or has direction over, directly and indirectly, 2,048,573 Common Shares representing 7.5% of the issued and outstanding Common Shares, $100,000 principal amount of Debentures, 2,000,000 $0.05 Warrants, 675,000 share purchase warrants (“$0.10 Warrants”) acquired pursuant to a private placement of the Corporation that closed on September 30, 2013 and 418,000 stock options (“Options”). If Mr. Chia converted his Debentures and exercised all of his $0.05 Warrants, $0.10 Warrants and Options, he would directly and indirectly own an aggregate of 7,141,573 Common Shares, which represents approximately 22.1% of the outstanding Common Shares (assuming the exercise of Mr. Chia–s Debentures, $0.05 Warrants, $0.10 Warrants and Options).
Mr. Chia is deemed to beneficially own the securities of Newton held by NEX and Supreme by reason of control of NEX and Supreme and is considered to be a joint actor with both NEX and Supreme.
The Units were issued from treasury at a price of $100 per unit pursuant to a private placement for total consideration of $100,000.
Mr. Chia acquired the Units for investment purposes and intends to evaluate his holdings and to increase or decrease his investment in Newton depending on market conditions as circumstances warrant.
A report respecting this acquisition will be filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) and will be available for viewing on Newton–s profile at .
Neither the TSX Venture Exchange, nor its Regulatory Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Newton Energy Corporation
Merv Chia
(403) 229-1100