Nu E Power Corp. Announces First Tranche Closing of Non-Brokered Private Placement and Shares for Debt and Services Closing

Rhea-AI Summary

Nu E Power Corp (CSE: NUE, OTC: NUEPF) has announced several financial transactions. The company closed the first tranche of a non-brokered private placement, issuing 1,766,666 units at $0.30 per unit for gross proceeds of $530,000. Each unit includes one common share and one warrant exercisable at $0.35 for 24 months.

The company settled outstanding debt of $486,785 by issuing 1,216,963 common shares at $0.40 per share. Additionally, 1,081,250 common shares were issued at $0.40 per share to staff and directors for past services and bonuses totaling $432,500.

The proceeds from the private placement will be used for general working capital and advancing Canadian solar projects. All shares issued under the debt settlement and services transactions are subject to a four-month hold period ending May 8, 2025, pending final CSE approval.

Positive

• Raised $530,000 through first tranche of private placement
• Reduced debt liability by $486,785 through shares-for-debt settlement
• Preserved cash of $432,500 by issuing shares for services instead of cash payments

Negative

• Significant share dilution through multiple share issuances totaling 4,064,879 new shares
• Related party transactions involving company insiders
• Reliance on equity-based compensation suggests potential cash flow constraints

Calgary, Alberta--(Newsfile Corp. - January 8, 2025) - Nu E Power Corp. (CSE: NUE) (OTC Pink: NUEPF) (the "Company" or "Nu E") announces the following corporate updates:

Private Placement

The Company is pleased to announce it has closed the first tranche of its non-brokered private placement offering of 1,766,666 units in the capital of the Company (the "Units") at a price of $0.30 per Unit for gross proceeds of up to $530,000 (the "Offering"). Each Unit consists of one common share in the capital of the ‎Company (each, a "Common Share") and one Common Share ‎purchase Warrant (each whole warrant, a "Warrant"). Each Warrant will ‎entitle the holder thereof to purchase one Common Share (each, a ‎‎"Warrant Share") at a price of $0.35 per Warrant Share for a period of ‎‎24 months after the closing date of ‎the Offering.‎ ‎

The net proceeds from the sale of the Units will be used for general working capital and advancing certain solar projects in Canada. In connection with the Offering, the Company may engage certain arm's-length parties who may receive a cash finder's fee payment and/or warrants to purchase common shares in the capital of the Corporation in consideration of securities that are sold to subscribers introduced by such parties. Any cash finder's fee payment and/or warrants will be subject to the approval of, and will be issued in accordance with the rules of, the CSE.

The Company anticipates closing the balance of the financing in the coming week.

Debt Settlement

The Company has now issued the shares to settle outstanding indebtedness of the Company in the aggregate amount of ‎$486,785.00 (the "Debt"), pursuant to the terms of debt settlement agreements with certain non-arm's length and arm's length creditors (the "Creditors"). In settlement of the Debt, the Company has issued an aggregate of ‎1,216,963‎ common shares in the capital of the Company (the "Common Shares") to the Creditors at a price of $0.40 per Common Share (the "Shares for Debt").

Shares for Services Transaction

The Company has also now issued an aggregate of ‎1,081,250‎ Common Shares at a price of $0.40 per Common Share to certain staff and directors of the Company (the "Shares for Services"). The Shares for Services have been issued in lieu of cash payments for past services rendered and in lieu of cash payments for bonuses in the aggregate of ‎$432,500‎.00.

The issuance of Shares for Debt to Cronin Services Ltd.,‎ the principal of which is a director of the Company and the issuance of Shares for Services to John Newman and Devon Sandford,‎ each an executive officer of the Company, (collectively, the "Related Parties"), will each be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security holders in Special Transactions ("MI 61-101"). The issuance of the Shares for Debt and Shares for Services, as it relates to the Related Parties, is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101.

All Common Shares issued under the Shares for Debt and Shares for Services are subject to a hold period of four months and ‎one day from the date of issuance (May 8, 2025).‎ The Shares for Debt and Shares for Services remain subject to final acceptance by the Canadian Securities Exchange (the "CSE").

About Nu E Power Corp.

Nu E Power Corp. is a green energy company focused on the developing, construction, and operating clean and renewable energy infrastructure across North America. The Company has a partnership with Low Carbon Canada Solar Limited, a subsidiary of the UK based renewables major, Low Carbon Investment Management Ltd. To facilitate non-dilutive investment into the Company with the goal of developing up to 2GW of renewable energy projects in Canada by 2030.

Contact Information

For more information, please contact:

Investor Relations E-mail: info@nu-ecorp.com

John Newman, Chief Financial Officer E-mail: john@nu-ecorp.com

The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor ‎disapproved of the contents of this press release.‎

This press release contains statements which constitute "forward‐looking information" within the meaning of applicable Canadian securities laws. Forward‐looking information is often identified by the words "may," "would," "could," "should," "will," "intend," "plan," "anticipate," "believe," "estimate," "expect" or similar expressions. Readers are cautioned that forward‐looking information is not based on historical facts but instead reflects the Company's management's expectations, estimates or projections concerning the business of the Company's future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward‐looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements. Among the key factors that could cause actual results to differ materially from those projected in the forward‐looking information are the following: amount of private placement; regulatory approval with respect to the Shares for Debt ‎and Shares for Services;‎ changes in Nu E's business, general economic, business and political conditions, including changes in the financial markets; decreases in the prevailing prices for products in the markets that the Company operates in; adverse changes in applicable laws or adverse changes in the application or enforcement of current laws; regulations and enforcement priorities of governmental authorities; compliance with government regulation and related costs; and other risks described in the Listing Statement of Nu E posted on SEDAR+. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward‐looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward‐looking information except as otherwise required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/236357

FAQ

What are the terms of Nu E Power's (NUEPF) January 2025 private placement?

Nu E Power's private placement consists of units priced at $0.30, with each unit containing one common share and one warrant exercisable at $0.35 for 24 months. The first tranche raised $530,000 through 1,766,666 units.

How much debt did Nu E Power (NUEPF) convert to equity in January 2025?

Nu E Power converted $486,785 of debt into equity by issuing 1,216,963 common shares at $0.40 per share.

What is the hold period for Nu E Power's (NUEPF) newly issued shares in January 2025?

The newly issued shares under both the debt settlement and shares for services transactions have a hold period of four months and one day, ending May 8, 2025.

How many shares did Nu E Power (NUEPF) issue for services in January 2025?

Nu E Power issued 1,081,250 common shares at $0.40 per share for services and bonuses valued at $432,500.