Nexera Announces Closing of Private Placement of Units (Under Partial Revocation Order)

Nexera Energy Inc. (TSXV: NGY) (OTC Pink: EMBYF) (the “Corporation”, the “Company” or “Nexera”) today reported that the Corporation has, pursuant to the partially revoked cease trade order (see the Corporation’s press release dated April 21, 2026), closed its previously announced non-brokered private placement. Pursuant to this closing, an aggregate 28,333,334 units (“Units”) were issued at a price of $0.025 per Unit, for aggregate consideration of $425,000. Each Unit consisted of one (1) Common Share of the Corporation and one (1) share purchase warrant (the “Warrant”) (each full Warrant shall entitle the holder thereof to purchase one (1) additional Common Share of the Corporation for a period of 24 months from the issuance of the Units at a price of $0.10) (the “Offering”).

The Warrants are subject to an acceleration clause whereby if after four months and one day following the date the Warrants are issued, the closing price of the Common Shares of the Corporation on the principal market on which such shares trade is equal to or exceeds $0.15 for 30 consecutive trading days (with the 30th such trading date hereafter referred to as the “Eligible Acceleration Date”), the Warrant expiry date shall accelerate to the date which is 30 calendar days following the date a press release is issued by the Corporation announcing the reduced warrant term, provided, no more than five business days following the Eligible Acceleration Date: (i) the press release is issued; and (ii) notices are sent to all warrant holders.

The Corporation intends to allocate the proceeds from the Offering in the following approximate amounts: (i) audit fees (annual financial statements for 2026 year-end and amounts owing as to financial year 2025 financial statements) – $290,000; (ii) accounting & financial reporting support -$70,000; (iii) TSX Venture Exchange Fees – $5,000; (iv) fees due to securities regulators – $10,000; (v) reserve engineering report – $15,000; and (vi) legal fees (applications, compliance, offering) – $35,000. The Corporation reasonably expects that the proceeds raised from the Offering will be sufficient to bring its continuous disclosure records up to date, and to pay any outstanding fees. The Corporation intends to continue its application for a full revocation of the cease trade order that the Alberta Securities Commission had previously issued against the Corporation on August 5, 2025.

All of the Common Shares and Warrants issued pursuant to the private placement are subject to a four-month hold period. The Warrants will not be listed on any stock exchange. Completion of this Offering remains subject to the final approval of the TSX Venture Exchange.

For further information, please contact:
Nexera Energy Inc. President, Shelby D. Beattie by telephone at (403) 262-6000, info@nexeraenergy.com, www.nexeraenergy.com.