NXT Reminds Shareholders of Previously Announced Rights Offering and Potential Accelerated Cut Off Times
21 Novembre 2022 - 1:00PM
NXT Energy Solutions Inc. ("NXT" or the "Company") (TSX: SFD;
OTCQB: NSFDF) would like to remind its shareholders of the upcoming
deadlines and essential details of its previously announced rights
offering (the “Rights Offering”) made to the holders of common
shares of the Company (“Common Shares”) of record at the close of
business on November 7, 2022 (the "Record Date"). The rights
(“Rights”) will expire at 4:30 p.m. (Calgary time) on November 30,
2022 (the "Expiry Time"), after which time unexercised Rights will
be void and of no value.
Accelerated Deadlines
It is important to note that intermediaries may
have different cut off times prior to the Expiry Time, which could
be as early as November 22, 2022. As such, the Company recommends
that all eligible shareholders who own their Common Shares through
an intermediary contact their broker or financial advisor about the
Rights Offering to ensure that they can participate by the
intermediary’s cut off time for submitting subscriptions.
Rights Required to Purchase One Common
Share
The Company has issued one Right for each Common
Share held at the Record Date. 2.95 Rights entitle the holder to
purchase one Common Shares at a price of $0.18 Canadian Dollars
(“C$”) per Common Share. Fractional shares will not be issued and
any fractions will be rounded down to the nearest whole number. To
illustrate: an eligible holder of 50,000 Common Shares as of the
Record Date was issued 50,000 Rights, which entitle the holder to
subscribe for 16,949 Common Shares (50,000 / 2.95), for an
aggregate price of C$3,050.82 (16,949 x C$0.18).
Additional Subscription
Privileges
Shareholders who fully exercise their Rights are
entitled to subscribe pro rata for additional Common Shares, if
available, that were not subscribed for initially on or before the
Expiry Date.
A fully subscribed Offering will raise gross
proceeds of approximately C$4.0 million. The proceeds will be used
to support the working capital requirements to commence SFD®
surveys and for the related general and administrative costs
required to transform the existing pipeline of opportunities into
firm contracts.
The Offering was made in all of the provinces of
Canada, in each state of the United States, except Arizona,
Arkansas, California, Minnesota, Ohio, Utah and Wisconsin, and in
all jurisdictions outside Canada and the United States where the
Company is eligible to make such Offering. In certain states,
including California, transferable Rights (defined below) may only
be exercised by shareholders to which solicitations may be
addressed without registration under the relevant state securities
laws.
Further details of the Rights Offering are
contained in the Rights Offering Circular dated October 31, 2022
can be obtained from NXT's profile on the SEDAR website at
www.sedar.com, the Company's website at www.nxtenergy.com, from
your dealer representative, or by contacting the Chief Financial
Officer at 403–206-0805 or by email at nxt_info@nxtenergy.com.
The Company has also registered the offer and
sale of the Common Shares issuable on exercise of the Rights on a
Form F-7 registration statement under the U.S. Securities Act of
1933, as amended. Shareholders in the United States should also
review the Company's Registration Statement on Form F-7 which is
filed with the United States Securities and Exchange Commission and
can be found at www.sec.gov.
This news release shall not constitute an offer
to sell or solicitation of an offer to buy the securities of the
Company. There shall be no offer or sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification of such
securities under the laws of any such jurisdiction.
Special Notice to Holders of Fidelity
Brokerage Accounts
The third paragraph of the Rights Offering terms
issued by Fidelity lists an incorrect subscription price of C$0.061
per Common Share. This should be C$0.18 per Common Share. The
C$0.061 is the exercise price per Right, NOT per Common Share.
About NXT Energy Solutions
Inc.
NXT Energy Solutions Inc. is a Calgary-based
technology company whose proprietary SFD® survey system utilizes
quantum-scale sensors to detect gravity field perturbations in an
airborne survey method which can be used both onshore and offshore
to remotely identify traps and reservoirs with hydrocarbon and
geothermal exploration potential. The SFD® survey system enables
our clients to focus their exploration decisions concerning land
commitments, data acquisition expenditures and prospect
prioritization on areas with the greatest potential. SFD® is
environmentally friendly and unaffected by ground security issues
or difficult terrain and is the registered trademark of NXT Energy
Solutions Inc. NXT Energy Solutions Inc. provides its clients with
an effective and reliable method to reduce time, costs, and risks
related to exploration.
Contact Information
For investor and media inquiries please contact:
Eugene Woychyshyn |
George
Liszicasz |
Vice President of Finance &
CFO |
President & CEO |
302, 3320 – 17th AVE SW |
302, 3320 – 17th AVE SW |
Calgary, AB, T3E 0B4 |
Calgary, AB, T3E 0B4 |
+1 403 206 0805 |
+1 403 206 0800 |
nxt_info@nxtenergy.com |
nxt_info@nxtenergy.com |
www.nxtenergy.com |
www.nxtenergy.com |
Forward-Looking
Statements
Certain information provided in this press
release may constitute forward-looking information within the
meaning of applicable securities laws. Forward-looking information
typically contains statements with words such as "anticipate",
"believe", "estimate", "will", "expect", "plan", "schedule",
"intend", "propose" or similar words suggesting future outcomes or
an outlook. Forward-looking information in this press release
includes, but is not limited to, information regarding: the details
or and funds to be raised under the Rights Offering, additional
sources of required funding for the Company, the use of the funds
raised under the Rights Offering, the intention of insiders to
exercise their Rights, including the participation of our Chief
Executive Officer, and the anticipated trading market which may or
may not develop. Although the Company believes that the
expectations and assumptions on which the forward-looking
statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because the Company can
give no assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions, by
their very nature they involve inherent risks and uncertainties.
Actual results could differ materially from those currently
anticipated due to a number of factors and risks. Risk factors
facing the Company and the Rights Offering are described in the
Rights Offering Circular to be filed on www.sedar.com and as part
of the Form F-7 registration statement to be filed with the U.S.
Securities and Exchange Commission at www.sec.gov. Additional risk
factors facing the Company are described in its most recent Annual
Information Form for the year ended December 31, 2021 and MD&A
for the three and nine month periods ended September 30, 2022,
which have been filed electronically by means of the System for
Electronic Document Analysis and Retrieval ("SEDAR") located at
www.sedar.com. The forward-looking statements contained in this
press release are made as of the date hereof, and except as may be
required by applicable securities laws, the Company assumes no
obligation to update publicly or revise any forward-looking
statements made herein or otherwise, whether as a result of new
information, future events or otherwise.
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