Nextraction Energy Corp.

Nextraction Energy Corp.

March 07, 2012 17:05 ET

Nextraction Announces Closing of $1,585,288 Non-Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 7, 2012) - Nextraction Energy Corp. (TSX VENTURE:NE) -


Nextraction Energy Corp. (the "Company" or "Nextraction"), is pleased to announce the successful completion of a non-brokered private placement (the "Private Placement"), of 5,284,294 units ("Units") of the Company at a price of $0.30 per Unit for aggregate gross proceeds to the Company of $1,585,288. Each Unit consists of one common share (a "Common Share") in the capital of the Company and one non-transferable Common Share purchase warrant (a "Warrant"). Each Warrant entitles its holder to purchase one additional Common Share (a "Warrant Share") at a price of $0.35 until March 7, 2014, being twenty-four months following the date of closing.

The Common Shares Warrants and if applicable, the Warrant Shares issued or issuable under the Private Placement will be subject to a four month hold period which will expire July 8, 2012.

The Company has agreed to pay a cash finder's fee to a qualified registrant equal to 6% of the gross proceeds of $10,500 raised from investors introduced by the finder.

Net proceeds from the Private Placement will be used for further development of the Company's Provost Viking light oil project, repayment of the outstanding Anthem Loan and general corporate purposes.

Under the Private Placement, members of the board of directors and management directly or indirectly subscribed for an aggregate of 1,323,332 Units for aggregate gross proceeds of $396,999.60. As a result of the participation by in the Private Placement by management and directors the Private Placement constitutes a "related party transaction" under the policies of the TSX Venture Exchange. Eric Carlson, a director and Chairman of the Company, declared his interest and abstained from voting with respect to the Private Placement as he subscribed, directly or indirectly, for 1,066,666 Units and was the only related party with a material interest in the Private Placement. As a result of the Private Placement Eric Carlson will control, directly or indirectly, an aggregate of 8.25% of the Company's issued and outstanding common shares. Affiliated entities of Eric Carlson subscribed for an additional 33,332 Units under the Private Placement. Other related parties participated as follows: Frank Hallam (100,000 Units), Kent Edney (40,000 Units), R. Michael Jones (66,666 Units) and Scott Badcock (50,000 Units).

The Company is relying on exemptions from the formal valuation and minority approval requirements that apply to related party transactions which are available to the Company as the fair market value of the Shares and Warrant Shares underlying the Warrants issuable to related parties under the Private Placement is less than 25% of the Company's current market capitalization.

Each of the related parties entered into a subscription agreement with the Company with respect to the Private Placement on the same terms as all other parties subscribing under the Private Placement, which contained representations and warranties standard to transactions of this nature.

For further information regarding the financing please refer to Nextraction's press release dated February 21, 2012.

About Nextraction Energy Corp.

Nextraction Energy Corp. is a Canadian junior oil and natural gas company engaged in the exploration and development of oil and natural gas resources in the Western Canadian Basin. The Company's model is the "next round of extraction on known plays." Nextraction targets oil focused projects along trends with known reserves that provide low risk, high return development opportunities in both conventional and unconventional resource projects.


Certain statements made and information contained herein may constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities legislation. These statements relate to future events or the Company's future performance. Often, but not always, forward-looking statements or information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes" or variations of such words and phrases or words and phrases that state or indicate that certain actions, events or results "may", "may have", "could", "would", "might" or "will" be taken, occur or be achieved. Although management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These statements speak only as of the date of this Press Release and are expressly qualified, in their entirety, by this cautionary statement.

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.

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