CALGARY, Alberta, Nov. 18, 2019 (GLOBE NEWSWIRE) -- NXT Energy Solutions Inc. (NXT or the Company) (TSX:SFD; OTC QB:NSFDF) is pleased to announce that it has entered into an agreement with Alberta Green Ventures Limited Partnership (AGV) whereby NXT will purchase from AGV up to 4,166,667 common shares in the capital of the Company (the Targeted Issuer Bid Shares) at a price of C$0.30 per Targeted Issuer Bid Share for total gross proceeds of approximately C$1,250,000.00 (the Targeted Issuer Bid) providing cash to AGV and ultimately reducing its fully diluted holding to approximately 9.47% of the issued and outstanding common shares in the capital of the Company (the Common Shares), such that AGV would no longer be an “insider” of the Company. NXT is making the Targeted Issuer Bid at a time when NXT has cash from the recent completion of its contract in Nigeria, contract prospects, and the Common Shares are trading at a low multiple of year-to-date earnings as reported in the company’s financials on November 14, 2019.
In addition to the Targeted Issuer Bid, NXT and AGV have agreed that: (i) all 3,421,648 common share purchase warrants (the Warrants) previously acquired by AGV expired as of October 31, 2019; and (ii) the deadline under the previously disclosed Co-operation Agreement to complete at least one of three SFD® surveys will be extended from December 31, 2019 to June 30, 2020. For more information on the Co-operation Agreement, please refer to the Company's press release dated February 20, 2019.
On November 15, 2019, NXT purchased from AGV 2,230,000 of the Targeted Issuer Bid Shares for total gross proceeds of C$669,000. Subject to receipt of all necessary regulatory approvals including approval by the Toronto Stock Exchange (the TSX) and acceptance by the Alberta Securities Commission (the ASC) of the Company's application for exemptive relief as discussed below, NXT will acquire the remaining 1,936,667 Targeted Issuer Bid Shares for total gross proceeds of C$581,000.
As at market close on November 14, 2019: (i) the 4,166,667 Targeted Issuer Bid Shares represented approximately 6.08% of the outstanding Common Shares; (ii) the purchase price of C$0.30 per Targeted Issuer Bid Share represents a discount of approximately 25.0% to the market price of the Common Shares, being approximately C$0.40; and (iii) the total gross proceeds of approximately C$1,250,000 represent approximately 4.7% of the Company's market capitalization of approximately C$27.4 million.
The Targeted Issuer Bid constitutes an "issuer bid" and a "related party transaction" under applicable securities laws, and the acquisition of the remaining 1,936,667 Targeted Issuer Bid Shares is conditional upon NXT being exempted from typically applicable requirements. An application for exemptive relief has been submitted to the ASC and is currently pending, and an application for approval will be submitted to the TSX.
The Targeted Issued Bid, enables the Company to make a strategic acquisition of its Common Shares for cancellation at a discount to market price and outside of the market, improving the equity position of all NXT shareholders.
Eugene Woychyshyn, Vice President of Finance & CFO of NXT, commented, "AGV made 4,166,667 NXT Common Shares available and the Company decided that this was a good time to step in and purchase these Common Shares for cancellation based on our current financial state and potential future contract opportunities. This transaction also included the cancellation of AGV’s 3,421,648 Warrants. The position of the Board of Directors and management is that this transaction will benefit our shareholders. AGV continues to be a significant partner to NXT, first as one of its largest shareholders and second, as we together continue exploring SFD® opportunities in several regions in the world in furtherance of our two previously disclosed commercial agreements. We look forward to our continued cooperation."
About NXT Energy Solutions Inc.
NXT Energy Solutions Inc. is a Calgary-based technology company with its principal office at Suite 302, 3320 – 17th Avenue SW, Calgary, Alberta, Canada. NXT's 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 exploration potential. The SFD® survey system enables our clients to focus their hydrocarbon 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.
For investor and media inquiries please contact:
|Eugene Woychyshyn||George Liszicasz|
|Vice President of Finance & CFO||President & CEO|
|+1 403 206 0805||+1 403 206 0800|
Certain information provided in this press release may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements in this press release include, but are not limited to: the Targeted Issuer Bid, including, as applicable, the number and price of the securities acquired thereunder, the impact thereof on the Company’s other shareholders and AGV's status as an insider of the Company and the ability of NXT to rely on and obtain all necessary and required regulatory approvals and exemptions in connection therewith and to obtain such approvals and exemptions in a timely and efficient manner, the Company’s contract prospects; and the completion by AGV of one of three SFD® survey projects by the extended deadline. 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 are described in its most recent management discussion and analysis for the three and nine month periods ended September 30, 2019, which has 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.
CALGARY, Alberta, Nov. 14, 2019 (GLOBE NEWSWIRE) -- NXT Energy Solutions Inc. (“NXT” or the "Company") (TSX:SFD; OTC QB:NSFDF) today announced the Company’s financial and operating results for the quarter ended September 30, 2019. All dollar amounts herein are in Canadian Dollars.
Q3 Financial and Operating Highlights
Key financial and operational highlights for the third quarter and year to date include:
- In July 2019, the Company completed the interpretation phase, and in September the integration phase, of its Nigerian SFD® survey for approximately US$8.9 Million with PE Energy Limited (“PE”), a Nigerian oil and gas service company. PE has a contract with the Nigerian National Petroleum Company (“NNPC”), to provide 5,000-line kilometers of SFD® surveys in Nigeria.
- As of today, the Company has received a total of US$8.0 million of payments from PE for the SFD® survey in Nigeria including US$6.7 million in the third quarter. The final milestone payments aggregating US$0.9 million for contracted holdbacks are expected to be made by the end of the fourth quarter.
- Mr. Frank C. Ingriselli, former Texaco executive, joined NXT’s Board of Directors effective September 4, 2019. With over 40 years of experience in the energy industry, Mr. Ingriselli is a seasoned leader and entrepreneur with wide-ranging energy industry experience in diverse geographies, business climates and political environments. Mr. Ingriselli is a member of NXT’s audit committee.
- In February 2019, NXT entered into a Co-operative Agreement with Alberta Green Ventures Limited Partnership (“AGV”), to propose up to three SFD® surveys within two years. The Co-operative Agreement is based on a cost-plus formula and a gross overriding royalty interest in oil and gas production arising on lands subject to the surveys. The Company received a US$100,000 non-refundable deposit for this Co-operative Agreement in Q2-19.
- NXT has also expanded its focus in the Middle East and North Africa by advancing US$250,000 to AGV to pursue contracts in the Middle East. If successful, AGV will engage NXT to perform a SFD® survey. In addition, NXT has granted AGV an extension of the August 31, 2019 requirement under the Co-operation Agreement to complete at least one of three SFD® surveys to December 31, 2019.
- Common share purchase warrants held by AGV have expired as of October 31, 2019.
- Cash and short-term investments at the end of the Q3-19 were $6.73 million.
- Survey revenues of $1.02 million were recorded in Q3-19.
- A net income of $5.55 million was recorded for 2019 YTD, including amortization expense of $1.33 million.
- A net loss of $0.77 million was recorded for Q3-19, including amortization expense of $0.45 million.
- Operating activities provided $4.05 million of cash during Q3-19 and net cash used for financing activities was $0.01 million.
- Operating activities provided $2.79 million of cash during 2019 YTD and net cash used for financing activities was $0.03 million.
- Net income per common share for 2019 YTD was $0.08 basic and $0.08 diluted.
- Net loss per common share for Q3-19 was ($0.01) basic and diluted.
- General and administrative costs for Q3-19 as compared to Q3-18 have been reduced by $0.15 million or 15%, mostly due to a reduction in headcount, favourable headcount cost mix, business development travel, and certain expenditures being recognized as direct survey costs.
- General and administrative costs for 2019 YTD as compared to 2018 YTD have been reduced by $0.55 million or 18% mostly due a reduction in business development costs, the suspension of the Company’s advisory board (“Advisory Board”), lower headcount and costs and certain expenditures being recognized as direct survey costs.
Message to Shareholders
George Liszicasz, President, and CEO of NXT, commented, “In the third quarter we completed the interpretation of SFD® data related to our project in Nigeria. Over a three week process, our SFD® data was correlated with NNPC’s proprietary seismic and other geology and geophysical data that showed a high correspondence with available geophysical information. Once the project close-out meeting, scheduled for the end of this month, is completed, we will be able to disclose additional information. NXT is very pleased with the SFD® survey results and is looking forward to continue working with NNPC and its subsidiaries (Frontier Exploration Services and Nigerian Petroleum Development Corporation), the Department of Petroleum Resources and our partner, PE Energy Limited.
With the Nigerian SFD® survey now complete, we are focusing on developing opportunities in Nigeria, other regions of Africa, the Middle East and South East Asia. My team and I have spent several weeks in these regions discussing SFD® services with prospective customers.”
Summary highlights of NXT's 2019 third quarter and year to date financial statements (with comparative figures to 2018) are noted below. All selected and referenced financial information noted below should be read in conjunction with the Company's three month and nine month periods ended September 30, 2019 unaudited condensed consolidated interim financial statements and the related management's discussion and analysis ("MD&A").
CALGARY, Alberta, Nov. 04, 2019 (GLOBE NEWSWIRE) -- NXT Energy Solutions Inc. (“NXT” or the "Company") (TSX:SFD; OTC QB:NSFDF) announces it will release its third quarter 2019 financial and operating results for the quarter ended September 30, 2019, on Thursday, November 14, 2019 after market close. A conference call to discuss the third quarter 2019 results will be held on Monday, November 18, 2019 at 4:30 p.m. Eastern Time (2:30 p.m. Mountain Time).
Details of the conference call are as follows:
|Date:||Monday, November 18, 2019|
|Time:||4:30 p.m. Eastern Time (2:30 p.m. Mountain Time)|
|North American participants call:||1-800-806-5484|
|International Dial In Numbers:||https://www.confsolutions.ca/ILT?oss=7P1R8008065484|
|Participant Pass Code||3265239#|
NXT’s third quarter 2019 financial and operating results will be filed in Canada on SEDAR at www.sedar.com and will be available in the USA on EDGAR at www.sec.gov/edgar. The financial and operating results will also available on NXT’s website at www.nxtenergy.com.
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 exploration potential. The SFD® survey system enables our clients to focus their hydrocarbon 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.
For investor and media inquiries please contact:
|Eugene Woychyshyn||Mr. George Liszicasz|
|Vice President of Finance & CFO||President & CEO|
|+1 403 206 0805||+1-403-206-0800|