Newton Energy Corporation
TSX VENTURE : NTN

Newton Energy Corporation

November 14, 2014 16:58 ET

Newton Energy Corporation Announces Completion of Sale of Newton UK

CALGARY, ALBERTA--(Marketwired - Nov. 14, 2014) - Newton Energy Corporation (TSX VENTURE:NTN) (the "Company" or "Newton") announces that further to its press releases dated July 3, 2014 and October 2, 2014, it has completed the sale all of its securities in its wholly-owned subsidiary, Newton Energy UK Limited ("Newton UK") to Hutton Energy Plc ("Hutton") in consideration of (i) £500,000, less £45,000 for working capital adjustments, paid on closing of the transaction (the "Transaction"); and (ii) £250,000 payable on June 30, 2015. In addition, (i) Hutton has granted the Company a 5% gross overriding royalty on any hydrocarbons sold under the licences to a maximum of £2,000,000; (ii) Hutton will fund 100% of the costs to drill and complete or abandon one well on the Newton UK licences; (iii) Hutton will fund 100% of the costs of maintaining the licenses through June 30, 2015; (iv) Newton will receive 75% of the proceeds from a farmin by a third party on the Newton UK licences prior to June 30, 2015 originated by Newton; and (v) Newton will receive 25% of the proceeds from a farmin by a third party on the Newton UK licenses prior to June 30, 2015 originated by Hutton. The funds received by Newton pursuant to clause (v) above will be deducted from the £250,000 payment on June 30, 2015.

The sale of Newton UK constitutes the sale of all of the oil and gas properties of the Company owned in the UK and most of the Company's assets. The Transaction is considered an arm's length transaction pursuant to the policies of the TSX Venture Exchange ("TSXV"). The shareholders of the Company approved the Transaction at the annual and special meeting of shareholders of Newton held on November 13, 2014.

The net proceeds from the Transaction will be used to embark on new opportunities. In accordance with TSXV Policy 2.5, upon closing of the Transaction the Company will not maintain the requirements for a TSXV Tier 2 company. Therefore, effective Monday, November 17, 2014, the Company's listing will transfer to NEX.

ADVISORY

Neither the TSX Venture Exchange nor its Regulation 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.

This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the consideration to be received by Newton, the final approval of the TSXV and the use of the net proceeds. Statements included herein, other than statements of historical fact, including, 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 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.

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