New Zealand Energy Corp (NZEC) has reached an agreement with Vliet Financing B.V. to settle its outstanding CAD$2,000,000 loan plus CAD$753,997 in accrued interest. Under the agreement dated May 8, 2025, NZEC will pay CAD$500,000 and issue 1,000,000 common shares to Vliet to terminate the loan. If NZEC fails to make payments by July 31, 2025, Vliet will extend the loan maturity to September 20, 2026. The loan has been amended to be non-convertible. The agreement requires approval from the TSX Venture Exchange and partial/full revocation of a cease trade order issued by the British Columbia Securities Commission. As Vliet is controlled by NZEC's Chairman Frank Jacobs, the transaction qualifies as a related party transaction but meets exemption requirements.
New Zealand Energy Corp (NZEC) hat eine Vereinbarung mit Vliet Financing B.V. getroffen, um das ausstehende Darlehen in Höhe von 2.000.000 CAD zuzüglich 753.997 CAD aufgelaufener Zinsen zu begleichen. Gemäß der Vereinbarung vom 8. Mai 2025 wird NZEC 500.000 CAD zahlen und 1.000.000 Stammaktien an Vliet ausgeben, um das Darlehen zu beenden. Sollte NZEC die Zahlungen bis zum 31. Juli 2025 nicht leisten, wird Vliet die Fälligkeit des Darlehens auf den 20. September 2026 verlängern. Das Darlehen wurde dahingehend geändert, dass es nicht wandelbar ist. Die Vereinbarung bedarf der Genehmigung der TSX Venture Exchange und der teilweisen oder vollständigen Aufhebung einer von der British Columbia Securities Commission erlassenen Handelsaussetzung. Da Vliet von NZECs Vorsitzendem Frank Jacobs kontrolliert wird, gilt die Transaktion als Geschäfte mit verbundenen Parteien, erfüllt jedoch die Anforderungen für eine Befreiung.
Positive
Significant debt reduction through settlement of CAD$2.75M total debt for only CAD$500,000 and 1 million shares
Extension option available until September 2026 if payment deadline is missed
Loan terms amended to be non-convertible, providing more clarity on debt structure
Negative
Company under cease trade order from British Columbia Securities Commission
Related party transaction with company chairman raises potential conflict of interest concerns
Additional share issuance will cause dilution for existing shareholders
Vancouver, British Columbia--(Newsfile Corp. - May 12, 2025) - New Zealand Energy Corp. (TSXV: NZ) ("NZEC" or the "Company") announced today that, further to its July 20, 2021, August 16, 2021, July 18, 2022, October 31, 2022, April 6, 2023 and October 20, 2023 news releases, in connection with the CAD$2,000,000 loan agreement (the "Loan") plus accrued interest of CAD $753,997, currently held by Vliet Financing B.V. ("Vliet"), the Company has entered into an agreement (the "Agreement") dated May 8, 2025, with Vliet, to terminate the Loan in exchange for the payment by the Company to Vliet of CAD$500,000 and the issuance of 1,000,000 common shares of NZEC. In the event that the Company has been unable to make the payments to Vliet on or before July 31, 2025, Vliet has agreed to extend the maturity date of the Loan to September 20, 2026. In addition, pursuant to the Agreement, the Loan has been amended to be non-convertible. The Agreement is subject to a partial or full revocation of the existing failure to file cease trade order issued by the British Columbia Securities Commission on May 6, 2025, and subject to approval of the TSX Venture Exchange.
Vliet is a company controlled by Frank Jacobs, Chairman and a director of NZEC, and therefore the termination of the Loan pursuant to the Agreement is a related party transaction for the purposes of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (the "Related Party Policies"). NZEC has determined that exemptions from the various requirements of the Related Party Policies are available in connection with the Agreement (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than $2,500,000).
On behalf of the Board of Directors
"Michael Adams"
CEO
New Zealand Energy Contacts Tel: +64-6-757-4470 Email: [email protected] Website:
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information regarding: the business of the Company, including future plans and objectives, the Loan and the Agreement. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects NZEC's current beliefs and is based on information currently available to NZEC and on assumptions NZEC believes are reasonable. These assumptions include, but are not limited to: the underlying value of NZEC and its common shares, TSX Venture Exchange approval of the Agreement; NZEC's current and initial understanding and analysis of its projects and the development required for such projects; the costs of NZEC's projects; NZEC's general and administrative costs remaining constant; and the market acceptance of NZEC's business strategy. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of NZEC to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; industry condition; volatility of commodity prices; imprecision of reserve estimates; environmental risks; operational risks in exploration and development; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation, including environmental legislation, affecting NZEC; the timing and availability of external financing on acceptable terms; and lack of qualified, skilled labour or loss of key individuals. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in NZEC's disclosure documents on the SEDAR+ website at . Although NZEC has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of NZEC as of the date of this news release and, accordingly, is subject to change after such date. However, NZEC expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
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FAQ
What are the terms of NZERF's loan settlement agreement with Vliet Financing?
NZEC will pay CAD$500,000 and issue 1 million common shares to settle a CAD$2 million loan plus CAD$753,997 in accrued interest. If payment isn't made by July 31, 2025, the loan maturity extends to September 20, 2026.
Why is NZERF's loan settlement considered a related party transaction?
The transaction is considered related party because Vliet Financing is controlled by Frank Jacobs, who serves as Chairman and director of NZEC.
What regulatory approvals does NZERF need for the loan settlement?
NZEC needs TSX Venture Exchange approval and partial/full revocation of the cease trade order issued by the British Columbia Securities Commission.
How much debt is NZERF settling through this agreement?
NZEC is settling a total debt of CAD$2,753,997, consisting of a CAD$2,000,000 loan plus CAD$753,997 in accrued interest.
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