Nexera Advances Regulatory, Balance Sheet and Strategic Transformation Initiatives and Announces Partial Revocation Order to Facilitate Private Placement

Nexera seeks to clean up its balance sheet and filings while raising $320,000 to support a cease trade order revocation and a new tire recycling focus.

Rhea-AI Summary

Nexera Energy (EMBYF) received a partial revocation of its Alberta Securities Commission cease trade order to complete a non-brokered private placement of up to $320,000.

The company plans to issue up to 21,333,334 units at $0.015 per unit, each comprising one common share and one warrant exercisable at $0.10 for 24 months, with an acceleration clause if the share price trades at or above $0.15 for 30 consecutive days after four months and one day. Proceeds are expected to fund 2026 audit fees, accounting and reporting support, TSX Venture Exchange fees, securities regulator fees and legal costs, enabling Nexera to bring its continuous disclosure up to date and pursue full revocation of the cease trade order.

Nexera is also negotiating to eliminate substantially all debt via forgiveness and debt-to-equity conversion and is preparing a Change of Business application to transition from oil and gas to a tire recycling operation using pyrolysis technology, all subject to required approvals.

Positive

• Partial revocation allows a private placement of up to $320,000 to fund disclosure and regulatory costs
• Unit financing up to 21,333,334 units at $0.015, each with a $0.10 warrant for 24 months
• Debt restructuring aims to eliminate substantially all debt via forgiveness and equity conversion at ≥$0.05 per share, subject to approvals
• Use of proceeds clearly allocated: $125,000 audit, $135,000 accounting/reporting, $5,000 TSXV fees, $30,000 regulator fees, $25,000 legal

Negative

• Cease trade order remains in effect; full revocation is uncertain
• Equity dilution risk from up to 21,333,334 new shares plus additional shares from debt conversions
• Offering conditionality as completion requires final TSX Venture Exchange approval and securities remain under the cease trade order and four‑month hold
• Warrants illiquidity since warrants will not be listed on any stock exchange

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Calgary, Alberta and San Antonio, Texas--(Newsfile Corp. - September 15, 2026) - Nexera Energy Inc. (TSXV: NGY) (OTC Pink: EMBYF) ("Nexera" or the "Company") is pleased to provide a corporate update highlighting significant progress on several key initiatives designed to restore full trading, materially strengthen the Company's balance sheet and position Nexera for its proposed transition from oil and gas operations to waste tire recycling.

Regulatory and Financial Reporting Update. Nexera is in the final stages of completing and filing its audited annual financial statements for the year ended March 31, 2026, together with the related management's discussion and analysis, CEO and CFO certifications and required annual oil and gas disclosures. Completion of these filings represents an important step toward the Company seeking full revocation of the cease trade order issued by the Alberta Securities Commission on August 5, 2025.

As described below, the Alberta Securities Commission has granted a partial revocation order permitting Nexera to undertake a limited private placement of up to $320,000, with the proceeds intended to fund required financial disclosure and costs associated with pursuing full revocation of the cease trade order.

Balance Sheet Restructuring. In parallel with its regulatory efforts, Nexera has negotiated with debt holders to eliminate substantially all debt from its balance sheet through a combination of debt forgiveness and the conversion of certain outstanding indebtedness into equity. Any debt converted into common shares is expected to be converted at a price of $0.05 per share or higher, subject to final agreements and applicable regulatory and TSX Venture Exchange approvals. Management believes the proposed restructuring, if completed, would represent a significant improvement to Nexera's financial position, substantially reduce legacy obligations and provide the Company with greater financial flexibility as it advances its next phase of development.

Strategic Transition to Waste Tire Recycling. As previously announced, Nexera intends to file a Change of Business application with the TSX Venture Exchange in connection with its proposed transition from oil and gas exploration and production to an industrial manufacturing business focused on the recycling of end-of-life tires. The Company's proposed new business will utilize pyrolysis technology, a thermal conversion process designed to transform end-of-life tires into component materials. Nexera believes the proposed transition represents an opportunity to establish a scalable industrial platform within the tire recycling and resource recovery sector. The proposed Change of Business remains subject to TSX Venture Exchange approval and all other applicable regulatory requirements.

"Nexera is advancing a coordinated plan to address the Company's legacy regulatory and financial matters while establishing the foundation for its next stage of growth," said management of Nexera Energy Inc. "Our immediate priorities are to complete the filings required to seek full revocation of the cease trade order and materially strengthen our balance sheet. At the same time, we are advancing our proposed transition into waste tire recycling, which we believe has the potential to establish an entirely new growth platform for Nexera."

Partial Revocation Order to permit Private Placement of Units. 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 $320,000 (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 $320,000 (up to maximum of 21,333,334 common shares ("Common Shares") of the Corporation). The Common Shares are to be issued under a unit offering whereby up to a maximum of 21,333,334 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 30^th 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) additional audit fees (annual financial statements for 2026 year-end) - $125,000; (ii) additional accounting & financial reporting support -$135,000; (iii) TSX Venture Exchange Fees - $5,000; (iv) fees due to securities regulators - $30,000; and (v) legal fees (applications, compliance, offering) - $25,000. 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
Email: info@nexeraenergy.com 
www.nexeraenergy.com.

Forward-Looking Statements
Except for statements of historical fact relating to the Company, certain information contained herein relating to the timing of the filing of financial statements constitutes forward-looking statements. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The forward-looking information contained in this news release is expressly qualified by this cautionary statement. Except as required by applicable securities laws, the Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/314296

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the detailed terms of the units and warrants in Nexera's private placement?

Each unit is priced at $0.015 and includes one common share and one warrant. Each full warrant allows the holder to buy one additional common share at $0.10 for 24 months from unit issuance. If, after four months and one day from warrant issuance, the closing price of Nexera's shares is at or above $0.15 for 30 consecutive trading days, the company may accelerate expiry to 30 days after a news release, provided the release and notices are issued within five business days of the eligible acceleration date.

How does Nexera plan to use the proceeds from the $320,000 private placement?

Nexera intends to use the proceeds approximately as follows: $125,000 for additional audit fees for the 2026 year-end financial statements, $135,000 for additional accounting and financial reporting support, $5,000 for TSX Venture Exchange fees, $30,000 for securities regulators' fees and $25,000 for legal fees related to applications, compliance and the offering. The company expects these funds to be sufficient to bring its continuous disclosure records up to date and to pay any outstanding fees.

What is the status and purpose of Nexera's cease trade order and its revocation efforts?

The cease trade order was issued by the Alberta Securities Commission on August 5, 2025 due to Nexera's failure to file its audited annual financial statements, MD&A and certifications for the year ended March 31, 2025, which have since been filed. A partial revocation now permits the limited private placement described. Nexera is completing audited financial statements for the year ended March 31, 2026 and related disclosures and intends to continue its application for a full revocation of the cease trade order, although issuance of a full revocation order is not certain.

What are the restrictions on the securities issued in this private placement?

All common shares and warrants issued under the offering will remain subject to the existing cease trade order until a full revocation order is granted, which is not assured. After that, they will be subject to a statutory four-month hold period. The warrants will not be listed on any stock exchange.

What strategic business change is Nexera proposing?

Nexera intends to file a Change of Business application with the TSX Venture Exchange to transition from oil and gas exploration and production to an industrial manufacturing business focused on recycling end-of-life tires. The proposed business would use pyrolysis technology, a thermal conversion process designed to convert used tires into component materials. This transition remains subject to TSX Venture Exchange and other applicable regulatory approvals.

What balance sheet actions is Nexera pursuing alongside the financing?

Nexera has negotiated with debt holders on a proposal to eliminate substantially all debt from its balance sheet through a mix of debt forgiveness and conversion of certain outstanding indebtedness into equity. Any such debt converted into common shares is expected to be converted at a price of $0.05 per share or higher, subject to final agreements and required regulatory and TSX Venture Exchange approvals.