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Newton Energy Corporation Announces Closing of First Tranche of its Private Placement, Termination of Letter of Intent, Appointment of Chief Executive Officer and Debt Settlement Agreement

/EIN News/ -- CALGARY, Alberta, Oct. 02, 2017 (GLOBE NEWSWIRE) -- Newton Energy Corporation (the "Company" or "Newton") announces that it has, subject to final approval of the NEX board of the TSX Venture Exchange Inc. (the "NEX Board"), closed the first tranche of its previously announced non-brokered private placement (the "Private Placement") of common shares of the Company (the "Common Shares"), pursuant to which, Newton issued an aggregate of 11,000,000 Common Shares for gross proceeds of CDN$165,000 (the "First Tranche"). The Company anticipates closing on an additional 700,000 Common Shares for additional gross proceeds of $10,500 (the "Second Tranche") on October 3, 2017.

Gross proceeds from the First Tranche and Second Tranche of the Private Placement will be used by the Company towards the reduction of accounts payable and for general working capital. Pursuant to applicable securities laws, all securities issued pursuant to the Private Placement will be subject to a hold period of four months plus one day following the date of issuance of such securities.

Upon closing of the First Tranche, A2 Capital Management Inc. ("A2") and Terei International Ltd. ("Terei") will each own approximately 13.08% of the issued and outstanding Common Shares. Prior to the Private Placement, A2 and Terei did not own or exercise control over any securities of Newton. The Common Shares were acquired by A2 and Terei for investment purposes.  Upon the closing of the Second Tranche, A2 and Terei will each own approximately 12.8% of the issued and outstanding Common Shares.

An early warning report will be filed by A2 in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained from Gino DeMichele, President and Chief Executive Officer of A2, upon request at the telephone number or address immediately below.

A2 Capital Management Inc., 3400, 350 – 7th Avenue S.W., Calgary, Alberta, T2P 3N9, Telephone: 403-680-7898.

An early warning report will be filed by Terei in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained from Kevin Taylor, President of Terei, upon request at the telephone number or address immediately below.

Terei International Ltd., 4, V. Dimech St, Floriana Malta, Telephone: 416-972-9993.

Change of Management

Newton is pleased to announce the appointment, subject to approval by the NEX Board, of Mr. Gino DeMichele to its board of directors and as President and Chief Executive Officer of Newton. Mr. DeMichele currently serves as the President and CEO of A2, a private merchant banking and trading operation. He has been engaged in global and domestic financial markets since 1990 and brings over 25 years of corporate finance and merger and acquisition expertise.

Mr. DeMichele's appointment to the board of directors of Newton and as President and Chief Executive Officer is in replacement of Mr. Merv Chia, who resigned as a director and as Chief Executive Officer of Newton. Newton also announces the resignation of Lorraine (Lori) K. Stewart and Jimmy Chow from the board of directors of Newton. Mr. Jimmy Chow will remain as Chief Financial Officer of Newton. Newton would like to thank Mr. Chia and Ms. Stewart for their services to the Company and wishes them success in their future endeavors.

Termination of LOI

Newton announces the termination of its previously announced non-binding letter of intent dated April 27, 2016 (the "Letter of Intent") with Kicker Power Corp. ("Kicker").  

Debt Settlement

Newton has entered into a debt settlement agreement (the "Agreement") with Kicker pursuant to which Kicker has agreed to issue an aggregate of 19.9% of the outstanding shares in the capital of Kicker in order to settle an outstanding debt of $349,154.

The Company will issue a further news release in respect of the resumption of trading of its Common Shares.

For further information, please contact:
Newton Energy Corporation
Gino DeMichele, President & CEO
1600, 333 - 7th Avenue S.W.
Calgary, Alberta T2P 2Z1
Phone: 403-680-7898

This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to regulatory approval for the appointment of the new Chief Executive Officer and director of Newton, including the Company's ability to obtain necessary approvals from the NEX Board, the closing of the Second Tranche, the resumption of trading of the Common Shares and final approval for the Private Placement. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information.  A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Newton’s disclosure documents on the SEDAR website at www.sedar.com.  Newton does not undertake to update any forward-looking information except in accordance with applicable securities laws.

Neither the NEX Board nor its Regulation Services Provider (as that term is defined in the policies of the NEX Board) accepts responsibility for the adequacy or accuracy of this release.