UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2019
Commission File Number: 000-24027
NXT Energy Solutions Inc.
(Translation of registrant's name into English)
Suite 302
3320 - 17th Avenue SW
Calgary, Alberta, Canada, T3E 0B4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): __
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: __
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): __
The Issuer is filing material documents not previously filed.
On December 13, 2019, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(c) Exhibit 99.1. Press release dated December 13, 2019
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NXT Energy Solutions Inc. | ||
| (Registrant) | ||
| Date: December 13, 2019 | /s/ Eugene Woychyshyn | |
| Eugene Woychyshyn | ||
| Vice President of Finance & CFO | ||
EXHIBIT 99.1
NXT Energy Solutions Inc. Issues Direction to Alberta Green Ventures Limited Partnership Regarding Loan Repayment
CALGARY, Alberta, Dec. 13, 2019 (GLOBE NEWSWIRE) -- NXT Energy Solutions Inc. ("NXT" or the "Company") (TSX:SFD; OTC QB:NSFDF) has issued a direction (the "Direction") to Alberta Green Ventures Limited Partnership ("AGV") to deliver for cancellation the number of common shares in the capital of the Company ("Common Shares") held by AGV that is equivalent to the US$250,000.00 principal amount (the "Principal Amount") previously loaned by the Company to AGV, the price per Common Share being the volume weighted average trading price of the Common Shares as reported and traded on the Toronto Stock Exchange for the five (5) trading days immediately preceding the date of repayment, and to pay by wire transfer or other immediately available funds all accrued and unpaid interest thereon (the "Interest"), all in accordance with the terms of the promissory note dated September 6, 2019 (the "Loan Repayment").
Calculated at market close on December 13, 2019, the last business and trading day before the date of repayment, being December 15, 2019 (the "Repayment Date"), NXT has elected to receive from AGV, subject to receipt of necessary regulatory approvals (as discussed further below):
Repayment of the Principal Amount by way of Common Shares constitutes an "issuer bid" under applicable securities laws, and the acquisition of the Common Shares is therefore conditional upon NXT being exempt from the requirements typically applicable to such transactions. The Company intends to file an application for exemptive relief (the "Requested Relief") with the Alberta Securities Commission (the "ASC") now that the Direction has been issued to AGV and an election to receive Common Shares as repayment of the Principal Amount has been made thereunder. The Company may change its election to receive the entire Loan Repayment by way of wire transfer or other immediately available funds if the ASC does not approve the Company's application and the Requested Relief is not granted, or for any other reason at any time if the Company so decides, in its sole and absolute discretion.
For further information regarding the loan arrangement, please refer to the Company's news release dated September 6, 2019, the Company's management discussion and analysis and interim financial statements for the three and nine months ended September 30, 2019, and the material change report filed on November 25, 2019.
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.
Contact Information
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 |
| nxt_info@nxtenergy.com | nxt_info@nxtenergy.com |
| www.nxtenergy.com | www.nxtenergy.com |
Forward-Looking Statements
Certain information provided in this press release may constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information typically contains statements with words such as "anticipate", "believe", "estimate", "will", "expect", ""plan", "schedule", "intend", "propose" or similar words suggesting future outcomes or an outlook. Forward-looking information in this press release includes, but is not limited to: NXT's election as to the Loan Repayment, including the amounts to be received by way of wire transfer or other immediately available funds and the number of Common Shares to be received for cancellation, and any subsequent changes with respect thereto; AGV's compliance with the terms of the promissory note and the Direction; 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. 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.