Newton Energy Corporation

Newton Energy Corporation

April 28, 2016 04:01 ET

Newton Energy Corporation Announces Letter of Intent and Loan

CALGARY, ALBERTA--(Marketwired - April 28, 2016) - Newton Energy Corporation (the "Company" or "Newton") (NEX:NTN.H) announces that it has entered into a non-binding letter of intent dated April 27, 2016 (the "Letter of Intent") with KICKER Power Corp. ("Kicker"), a private corporation incorporated under the laws of Alberta, whereby the Company and Kicker will complete a business combination (the "Transaction") and the Company will acquire all of the issued and outstanding shares of Kicker in exchange for common shares of Newton (the "Common Shares") such that the existing shareholders of Newton will hold at least 25% of the outstanding shares of the resulting issuer (the "Resulting Issuer").

Pursuant to the Letter of Intent, the Company will advance $400,000 to Kicker (the "Loan"), subject to regulatory approval and Kicker acquiring all of the assets (the "Acquisition") from SunSocket Technologies Inc., Aspect Technologies Inc., and Aspect Solar Pte. Ltd. The Loan will bear a simple interest rate of 5% per annum for an 18 month term and the Loan together with any accrued interest will be due and payable in full at the end of the term. The Loan may be repaid in whole or in part by Kicker at any time and will be secured by a general security agreement over all of the assets of Kicker. The Loan will be ranked as the first charge over any and all of the indebtedness of Kicker.

The Transaction is a Non-Arm's Length Transaction pursuant to the policies of the NEX board of the TSX Venture Exchange Inc. (the "NEX Board"), as Merv Chia, Jimmy Chow and Lori Stewart are directors, officers and shareholders of Newton and/or are directors, officers or shareholders of Kicker.

Upon the completion of the Transaction, the Resulting Issuer will be engaged in the business of personal solar, batteries and portable energy storage.

The completion of the Transaction is also subject to several other conditions set out in the Letter of Intent, including approval by the directors of the Company and Kicker, entering into a definitive agreement, satisfactory completion of due diligence, shareholder approval and regulatory approval.

The Company will issue a future press release or press releases setting out details of the consideration of the Transaction, the financial statements for Kicker and information on the directors and officers of the Resulting Issuer after the completion of the Transaction.

The Company's Common Shares have been halted from trading and pursuant to the rules of NEX Board, the halt in trading is expected to continue until the completion of the Transaction and the minimum listing requirements of the NEX Board are met or such earlier time as may be allowed by the NEX Board. Sponsorship pursuant to rules of the NEX Board may be required. The Company intends to apply for a waiver of a sponsor. There can be no assurance that the NEX Board will grant a waiver of sponsorship.

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and disinterested shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The NEX Board has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to regulatory approval for the Loan and the Transaction, including the Company's ability to obtain necessary approvals from the NEX Board. 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 Newton does not undertake to update any forward-looking information except in accordance with applicable securities laws.

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

Contact Information

  • Newton Energy Corporation
    Merv Chia
    CEO and Chairman