Nexera Announces Partial Revocation Order to Permit Private Placement of Units
Nexera Energy Inc. (TSXV: NGY) (OTC Pink: EMBYF) (the “Corporation”, the “Company” or “Nexera”) announces that the Alberta Securities Commission (“ASC”) has partially revoked the cease trade order that they had previously issued against the Corporation on August 5, 2025 (the “Cease Trade Order”) to permit the distribution of units consisting of common shares and warrants for proceeds of up to $425,000 (details on proposed private placement below). The Cease Trade Order was issued as a result of the Corporation’s failure to file its annual audited financial statements, annual management’s discussion and analysis, and certification of annual filings for the year ended March 31, 2025 (which have since been filed by the Corporation and the Corporation is pursuing a full revocation of the Cease Trade Order). The partial revocation was sought by the Corporation solely to permit the Corporation to complete a limited private placement financing to fund the preparation of required financial disclosure and costs associated with obtaining a full revocation of the Cease Trade Order.
The Corporation is proposing a non-brokered private placement offering of up to $425,000 (up to maximum of 28,333,334 common shares (“Common Shares”) of the Corporation). The Common Shares are to be issued under a unit offering whereby up to a maximum of 28,333,334 units (“Units”) at a subscription price of $0.015 per Unit are to be offered. Each Unit shall consist 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.
All of the Common Shares and Warrants issued pursuant to the Offering will remain subject to the Cease Trade Order until a full revocation order is granted, the issuance of which is not certain, and thereafter, 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.
