20-F/A: NXT Energy Solutions Files Amended 20-F Report Including KPMG Audit and Consent

Sentiment:

Annual Results


NXT Energy Solutions Inc. files an amendment to its 20-F report to include the audit report from KPMG LLP for fiscal years 2021 and 2022, along with KPMG's consent.

Capital raiseThe company completed private placements which resulted in raising an additional net proceeds of $5,079,612.The company issued a two-year term convertible debenture for US$1,200,000 (CDN$1,631,954) to Ataraxia Capital and an additional US$200,000 (CDN$265,560) on July 10, 2023.The Company issued the first tranche of the November Debentures for US$1,000,000 (approximately CDN$1,378,340) to MCAPM, LP and Michael P. Mork (Mork Capital).The Company issued the second tranche of the November Debentures for US$150,000 (approximately CDN$199,260).
Worse than expectedThe company's current cash position is not expected to be sufficient to meet the company's obligations and planned operations for a year beyond the date that the consolidated financial statements have been issued.

Summary

  • NXT Energy Solutions Inc. has filed an amendment to its Annual Report on Form 20-F for the fiscal year ended December 31, 2023.
  • The amendment includes the audit report from KPMG LLP for the financial statements for the fiscal years ended December 31, 2022, and 2021.
  • The filing also includes a consent from KPMG LLP.
  • The original filing was made on April 26, 2024.
  • No other changes have been made to the original filing, and the amendment speaks as of the date of the original filing.
  • Revised certifications from the Chief Executive Officer and Chief Financial Officer are included in the amendment.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While there are positive developments like the Turkish SFD survey and strategic alliances, the company faces significant financial challenges, including a net loss, going concern uncertainties, and reliance on future financing. The sentiment is therefore cautiously negative.

Positives

  • The company completed a SFD survey in Trkiye, generating operating funds.
  • The company completed private placements which resulted in raising an additional net proceeds of $5,079,612.

Negatives

  • The company's current cash position is not expected to be sufficient to meet the company's obligations and planned operations for a year beyond the date that the consolidated financial statements have been issued.
  • The company has deferred payment of certain operating costs, including payroll and other general and administrative costs, since 2022.
  • The company recorded a net loss of approximately $5.45 million for YE-23.

Risks

  • The company's ability to continue operating depends on securing new revenue contracts and obtaining financing on acceptable terms.
  • The company relies on a limited number of key personnel and a single aircraft.
  • The company's financial position is affected by foreign currency fluctuations.
  • Volatility in oil and natural gas commodity prices may affect demand for the company's services.
  • The company's rights to SFD technology may be challenged.
  • The company may be unable to protect its trade secrets and IP from competitors.
  • The company conducts operations in foreign countries, which exposes it to several risks.
  • The company is a small business with limited personnel, leading to internal control weaknesses.

Future Outlook

The company's future success depends on securing new revenue contracts, obtaining financing on acceptable terms, and converting opportunities into successful contracts.

Industry Context

The SFD survey system is positioned as a complementary technology to seismic analysis in the oil and gas exploration industry, offering a cost-effective and environmentally friendly method for evaluating large land areas.

Comparison to Industry Standards

  • The document does not provide a direct comparison to industry standards.
  • However, it positions SFD as a complementary technology to seismic surveys, which are a standard in the oil and gas industry.
  • The document mentions aeromagnetic and gravity surveys as other technologies used for wide area oil and natural gas reconnaissance exploration, but states that SFD is more suitable for identifying areas with reservoir potential.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Interim Chief Executive OfficerGeorge LiszicaszBruce G. Wilcox2023-06-21Mr. Liszicasz passed away on January 21, 2023.

Related Party Transactions

  • One of the members of NXTs Board, Mr. Thomas Valentine is a partner in the law firm Norton Rose Fulbright, which provides legal advice to NXT.
  • Another member of NXTs Board of Directors is a board member of Pana Holdings Mauritius, the parent company of Ataraxia Capital, which holds the Ataraxia Debentures.

Stakeholder Impact

  • Shareholders are subject to the risks associated with investing in a company with going concern uncertainties.
  • Employees may be affected by the company's ability to pay deferred operating costs such as payroll.
  • Customers may be affected by the company's ability to continue operations and provide services.

Next Steps

  • The company will continue to develop its pipeline of opportunities to secure new revenue contracts.
  • The company will work with Synergy and Ataraxia to develop future business in the African continent.
  • The company will pursue funding under the NRC IRAP for geothermal applications.

Key Dates

DateDescription
1994-09-27NXT was incorporated under the laws of the State of Nevada as Auric Mining Corporation.
1996-01NXT acquired all of the common stock of NXT Energy USA, Inc.
1996-02-23NXT changed its name to Pinnacle Oil International, Inc.
2000-06-13NXT changed its name to Energy Exploration Technologies.
2003-10-24Shareholders approved the continuance of the Company from Nevada to Alberta, Canada.
2006-12-31NXT obtained the rights to the SFD technology from Mr. Liszicasz pursuant to the terms of the TTA.
2008-09-22EETI changed its name to NXT Energy Solutions Inc.
2015-08NXT moved to a new office premises.
2017-04NXT completed a sale and leaseback agreement of its aircraft.
2021-04-18The TTA was amended so that Mr. Liszicasz transferred to us all his rights and entitlements to the SFD technology for the use in the field of geothermal resources.
2021-05-26The Company received $1,000,000 from the Business Development Bank of Canadas (BDC) Highly Affected Sectors Credit Availability Program (the HASCAP Loan).
2022-03-15The Company surrendered 828 square feet of its office building lease to the landlord.
2023-04-25KPMG LLP informed NXT that it declined to stand for reappointment as NXTs independent auditor.
2023-05-24The Company entered into a ten-year strategic alliance and associated financing with Synergy E&P Technologies Limited (Synergy).
2023-05-31The Company received US$1,200,000 (CDN$1,631,954) of the subscription price for the Ataraxia Debentures.
2023-06-21Mr. Bruce G. Wilcox was appointed Interim CEO.
2023-07-10The Company received an additional US$200,000 (CDN$265,560) tranche of the Ataraxia Debenture subscription price.
2023-08-02Shareholders approved the cancellation of the outstanding Series 1 preferred shares and approve the creation of the Series 2 Preferred Shares.
2023-09-05NXT announced that it has executed a contract to provide an SFD survey to an independent oil and gas exploration company in Trkiye.
2023-11-02The Company received conditional approval from the TSX to offer a multi-tranche convertible debenture (the November Debentures).
2023-11-08The Company issued the first tranche of the November Debentures for US$1,000,000 (approximately CDN$1,378,340) to MCAPM, LP and Michael P. Mork (together Mork Capital).
2023-12-22The Company issued the second tranche of the November Debentures for US$150,000 (approximately CDN$199,260).
2024-01-12The Company closed the final tranche of the November Debentures for an additional US$722,000 (approximately CDN$966,036).
2024-03-22The Company extended its Aircraft lease for three years, until March 28, 2027.
2024-04-01NXT agreed to surrender an additional 3,200 square feet of its office building lease to the landlord.
2024-04-26Original filing date of the Annual Report on Form 20-F for the fiscal year ended December 31, 2023.

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