Fram Moos

November 03, 2014 15:38 ET

Fram Moos: Press Release

CALGARY, ALBERTA--(Marketwired - Nov. 3, 2014) - 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.

On September 30, 2013, Mr. Fram Moos, of Calgary, Alberta, a director of Newton Energy Corporation ("Newton"), directly acquired 2,000,000 units (the "September Units") of Newton. Each 2013 Unit was comprised of one common share of Newton ("Common Share") and one-half of one share purchase warrant of Newton ("$0.10 Warrant"). Each $0.10 Warrant entitled the holder to one Common Share at an exercise price of $0.05 per share for the first year and $0.10 per share for the subsequent four years prior to expiry. As at September 30, 2013, Mr. Moos directly held a total of 2,200,000 Common Shares, representing 8.1% of the issued and outstanding Common Shares. If Mr. Moos exercised his $0.10 Warrants, he would have directly held 3,200,000 Common Shares, representing 11.0% of the outstanding Common Shares (assuming the exercise of Mr. Moos' $0.10 Warrants).

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. Moos directly acquired $25,000 principal amount of Debentures and 500,000 $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.

As at the date hereof, Mr. Moos directly holds 2,200,000 Common Shares representing 8.1% of the issued and outstanding Common Shares, $25,000 principal amount of Debentures, 1,000,000 $0.10 Warrants and 500,000 $0.05 Warrants. If Mr. Moos converted his Debentures and exercised all of his $0.10 Warrants and $0.05 Warrants, he would directly own an aggregate of 4,200,000 Common Shares, which represents approximately 14.4% of the outstanding Common Shares (assuming the exercise of Mr. Moos' Debentures, $0.10 Warrants and $0.05 Warrants).

The September Units were issued from treasury at a price of $0.015 per unit pursuant to a private placement for total consideration of $30,000.The Units were issued from treasury at a price of $100 per unit pursuant to a private placement for total consideration of $25,000.

Mr. Moos acquired the September Units and 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 www.sedar.com.

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.

Contact Information