Newton Energy Corporation
TSX VENTURE : NTN

Newton Energy Corporation

August 19, 2014 08:00 ET

Newton Energy Corporation Announces Proposed Private Placement

CALGARY, ALBERTA--(Marketwired - Aug. 19, 2014) - Newton Energy Corporation (the "Company" or "Newton") (TSX VENTURE:NTN) announces that it plans to complete a non-brokered private placement of up to 1,500 units (the "Units") of Newton at a price of $100 per Unit for aggregate gross proceeds of up to $150,000 (the "Offering"). Each Unit will be comprised of one convertible unsecured debenture (the "Debenture") in the principal amount of $100 and 2,000 warrants (the "Warrants"). Each Debenture accrues interest at 12% per year, matures three years from the date of issuance, is payable at any time by the Corporation without penalty and is convertible by the holder at any time into common shares of the Corporation ("Common Shares") at a conversion price of $0.05 per Common Share. Each Warrant will entitle the holder thereof to acquire an additional Common Share at a price of $0.05 per Common Share and will expire three years from the date of issuance.

The proceeds of the Offering will be used to pay land lease obligations and outstanding payables, and provide the Corporation with funds to pay expenses going forward. Completion of the Offering is subject to regulatory approval, including the approval of the TSX Venture Exchange Inc. The securities issued will be subject to a four month hold period from the date of the closing of the Offering. It is anticipated that the Offering will close on or before September 30, 2014, and insiders may subscribe to the Offering.

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, whether the Corporation is able to close all or a portion of the Offering and the timing of the closing. 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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