DTI Dti Dental Technologies

Newton Energy Corporation (TSX VENTURE:NTN) (formerly NX Capital Corp.) (the
"Company" or "NEC") is pleased to announce that it has completed its previously
announced reverse take-over (the "Transaction") of Newton Energy Inc. ("Newton")
whereby NEC has acquired all of the issued and outstanding shares of Newton and
changed its business to an oil and gas exploration, development and production
company. As part of the Transaction NEC has also consolidated all of its issued
and outstanding shares on a twenty for one basis and changed its name to "Newton
Energy Corporation". 


As part of the Transaction, NEC also announces that its previously announced
Private Placement has been amended and it is proceeding with a private placement
of subscription receipts ("Subscription Receipts") of the Company. NEC has
entered into an engagement agreement with Wolverton Securities Ltd. (the
"Agent") in connection with a financing (the "Financing") to raise a minimum of
$2,000,000 and up to a maximum of $5,000,000 through the issuance of a minimum
of 4,000,000 Subscription Receipts and up to a maximum of 10,000,000
Subscription Receipts at a price of $0.50 per Subscription Receipt. Each
Subscription Receipt will be deemed to be exchanged, without payment of any
additional consideration, for one consolidated common share of the Company
("Common Share"), with 15% of each subscriber's Subscription Receipts issuable
upon the first closing of the Financing and 85% issuable upon the Second Release
Date (as defined herein) of the Financing. 


An escrow agent will hold 85% of the net proceeds raised pursuant to the
Financing in trust, with 15% of the proceeds, net of commissions and expenses,
released to the Company on the first closing of the Financing with the remaining
85% of the Financing held in trust with the escrow agent, not to be released to
the Company until the Company is awarded by the UK Department of Trade and
Industry ("DTI") not less than 65,000 acres of exploration licenses in the 13th
Round of Onshore Licensing within the United Kingdom (the "Licenses") (the
"Second Release Date"). In the event that the Company is not awarded the
Licenses within one year from the First Release Date, or upon receiving written
instructions from the Agent and the Company, the escrow agent shall return 85%
of the aggregate subscription price to the Agent without interest or deduction
in exchange for the outstanding Subscription Receipts, with any interest earned
to be paid to the Company. 


The Agent will be paid a corporate finance fee of $12,500 (plus GST) and a cash
commission of up to 7% of the gross proceeds of the Financing. In addition, the
Agent will be granted an Agent's Option (the "Agent's Option") on the First
Release Date to purchase that number of Common Shares equal to 10% of the number
of Subscription Receipts subscribed for under the Financing issued under the
same terms of the Financing. The Agent's Option will be exercisable for a period
of two (2) years from the First Release Date. The Subscription Receipts will be
subject to a four month hold period in the selling jurisdictions commencing on
the closing date in accordance with applicable securities Laws. Closing of the
Financing is subject to regulatory and stock exchange approval and is expected
to occur on or about September 7, 2007. 


Following the completion of the Transaction NEC has cash and no oil and gas
assets, and will therefore not meet the minimum listing requirements of the TSX
Venture Exchange (the "Exchange"). NEC must acquire oil and gas assets which
meet the minimum listing requirements of the Exchange and complete the Financing
before its common shares will be reinstated for trading. A further press release
or filing statement will be issued when the Company acquires Licences that meet
minimum listing requirements. 


The Company is also pleased to announce its financial results for the six month
period ended June 30, 2007. For complete disclosure of NEC's June 30, 2007
second quarter financial results and Management Discussion and Analysis, please
go to www.SEDAR.com and view documents listed under Newton Energy Corporation. 


ADVISORY: 

Investors are cautioned that, except as disclosed in the management information
circular dated May 2, 2007 prepared in connection with the Transaction and the
Public Record, any information released or received with respect to the
Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of NEC should be considered highly speculative and
exchange trading in the securities will remain halted until the Transaction has
been completed and all approvals obtained. 


Certain information regarding Newton Energy Corporation including managements
assessment of future plans and operations, may constitute forward-looking
statements under applicable securities laws and necessarily involve risks
associated with production, marketing and transportation such as loss of market,
volatility of prices, currency fluctuations, environment risks, competition from
other producers and ability to assess sufficient capital from those anticipated
in the forward-looking statements.

Dti Dental Technologies (TSXV:DTI)
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から 7 2023 まで 7 2024