NXT Announces US$2.5 Million Convertible Debenture Offering of Which US$1.0 Million Is Subscribed by an Insider

CALGARY, Alberta, Nov. 09, 2023 (GLOBE NEWSWIRE) -- NXT Energy Solutions Inc. ("NXT" or the "Company") (TSX: SFD; OTCQB: NSFDF) is pleased to announce it has received conditional approval from the Toronto Stock Exchange (the “TSX”) to offer a multi-tranche convertible debenture (the "Debenture") under which the subscribers will be able to purchase a principal amount of up to US$2,500,000 (approximately CAD$3,447,500.) The Debentures bear interest at 10.0% per annum, paid quarterly, and are due and payable two years after issuance of the Debenture. The Debentures are convertible into common shares in the capital of NXT (the “Common Shares”) at a conversion price of US$0.1808 (CAD$0.25) per Common Share which provides the subscribers with the right to obtain up to 13,827,433 common shares in the capital of NXT (the “Common Shares”).

The proceeds from the Debenture will be used to support the working capital needs of the upcoming SFD survey in Turkiye, and other general and administrative costs which include business development and marketing activities required to transform the existing pipeline of SFD opportunities into firm contracts.

Closing of First Tranche of Private Placement

As of November 8, 2023 the Company has issued an aggregate principal amount of US$1,000,000 (approximately CAD$1,379,000) of the Debenture to MCAPM, LP and Michael P. Mork (“Mork Capital”). Mork Capital will now have the right to obtain an additional 5,530,973 Common Shares upon the conversion of the Debentures. However, due to the current shareholdings of Mork Capital in NXT, no conversion of the Debentures can occur until shareholder approval of NXT’s shareholders is obtained. Mork Capital currently own an aggregate of 14,921,233 Common Shares, representing 19.13% of the currently issued and outstanding Common Shares of NXT. With the acquisition of the Debentures, Mork Capital will have the right to own, after conversion of the Debentures, 20,452,206 Common Shares, representing approximately 24.48% of the issued and outstanding Common Shares (after giving effect to the conversion of the full amount of Debentures). In addition, the Company has agreed to appoint a representative from Mork Capital to its board of directors in the near future.