TORONTO, Sept. 28, 2023 /CNW/ – LNG Energy Group Corp. (TSXV: LNGE) (TSXV: LNGE.WT) (OTCQB: LNGNF) (FRA: 6MH) (the “Company” or “LNG Energy Group“) announced today that it has filed the consolidated annual financial statements (the “MC Financial Statements“) and management discussion and analysis (the “MC MD&A“) for its predecessor entity, Mind Cure Health Inc., for the fiscal year ended May 31, 2023. The MC Financial Statements and MC MD&A are available online at www.sedarplus.ca.
Shareholder Alignment Initiatives
The Company is pleased to announce that its Chief Financial Officer, Angel Roa, and its Chief Operating Officer, Nicolas Ziperovich, have agreed to settled certain management and consulting fees owed to them, respectively, (collectively, the “Debt“), in common shares in the capital of the Company (“Common Shares“). Mr. Roa has agreed to receive 269,280 Common Shares at a deemed price of $0.50 per share and Mr. Ziperovich has agreed to receive 157,080 Common Shares at a deemed price of $0.50 per share (collectively, the “Debt Shares“). The foregoing transactions are subject to the approval of the TSX Venture Exchange (the “TSXV“).
The issuance of the Debt Shares to Mr. Roa and Mr. Ziperovich constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) and Policy 5.9 of the TSXV. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the Debt Shares issued to the officers, nor the Debt correspondingly settled exceeds 25% of the Company’s market capitalization. A material change report will be filed less than 21 days before the closing date of the issuance of the Debt Shares contemplated by this news release. The Company believes this shorter period is reasonable and necessary in the circumstances as the Company wishes to close the issuance on an expedited basis. The Debt Shares will be subject to a four-month hold period.
The Company is also pleased to announce that certain directors and officers have purchased 46,000 Common Shares in the secondary market.
Options and DSU Grants
LNG Energy Group also announces the granting of incentive stock options to purchase 12,446,484 Common Shares (the “Options“), subject to approval of the TSXV, to certain directors, officers and employees of the Company. The Options were granted on September 28, 2023 pursuant to the Company’s equity incentive plan (the “Equity Incentive Plan“) and are exercisable at a price of $0.37 per Common Share, and are set to expire on September 28, 2028. The Options vest immediately upon grant. The Company also announced the issuance of 13,300,000 deferred share units (“DSUs“) to certain directors, officers and employees of the Company. The DSUs were granted on September 28, 2023 pursuant to the Equity Incentive Plan and vest one year from the date of grant, subject to certain exceptions. Each DSU entitles the holder to receive one Common Share at the time the holder ceases to be a director, officer or employee of the Company, subject to the terms of the agreement granting the DSUs and the Equity Incentive Plan.
Neither the TSXV nor its Regulation Services Provider accept responsibility for the adequacy or accuracy of this release.
About LNG Energy Group
The Company is focused on the acquisition and development of natural gas production and exploration assets in Latin America. For more information, please visit www.lngenergygroup.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact are forward-looking statements, and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often using phrases such as “expects”, “anticipates”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends”, or variations of such words and phrases, or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved, are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include: general business, economic, competitive, political and social uncertainties; delay or failure to receive any necessary board, shareholder or regulatory approvals, factors may occur which impede or prevent LNG Energy Group’s future business plans; and other factors beyond the control of LNG Energy Group. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, LNG Energy Group assumes no obligation to update the forward-looking statements, whether they change as a result of new information, future events or otherwise, except as required by law.
Readers are cautioned that the MC Financial Statements and MC MD&A may not be representative of the business and operational results of LNG Energy Group because such statements reflect the business of LNG Energy Group prior to the closing of the acquisition of Lewis Energy Colombia, Inc.
SOURCE LNG Energy Group Corp.
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