Nexera Announces Closing of Final Tranche of its Private Placement of Units (under Partial Revocation Order)

Offering securities remain subject to the cease trade order while Nexera pursues full revocation, which is uncertain.

Rhea-AI Summary

Nexera Energy (EMBYF) closed the final tranche of its non-brokered private placement, raising $100,250 under a partial cease-trade-order revocation. It issued 6,683,333 units at $0.015 each, bringing total offering gross proceeds to $319,750. Each unit contains one common share and one warrant to buy another share at $0.10 for 24 months, subject to acceleration.

Nexera intends to use the final tranche's net proceeds for audit, accounting, exchange, regulatory and legal fees. All offering shares and warrants remain subject to the cease trade order until full revocation, which is uncertain. The final closing also remains subject to final TSX Venture Exchange acceptance.

2 points · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 8 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointCompleted offering raised $319,750 in gross proceeds across both tranches. 1.6% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Nexera plans to continue pursuing full revocation of the cease trade order.

Negative

• Moderate pointFinal tranche issued 6,683,333 units at $0.015 each, adding shares and warrants that can further dilute holders.
• Moderate pointOffering shares and warrants remain subject to the cease trade order; full revocation is uncertain.
• Minor pointFinal tranche closing remains subject to final TSX Venture Exchange acceptance.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned final-tranche proceeds allocation includes approximately $42,500 for additional accounting and financial reporting support.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned final-tranche proceeds allocation includes approximately $39,350 for additional 2026 year-end audit fees.

3 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Planned final-tranche proceeds allocation includes approximately $9,500 for securities regulator fees.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned final-tranche proceeds allocation includes approximately $6,900 for legal fees covering applications, compliance and the offering.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned final-tranche proceeds allocation includes approximately $2,000 for TSX Venture Exchange fees.

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Calgary, Alberta, and San Antonio, Texas--(Newsfile Corp. - October 28, 2026) - Nexera Energy Inc. (TSXV: NGY) (OTC Pink: EMBYF) (the "Corporation", the "Company" or "Nexera") today reported that the Corporation has, pursuant to the partial revocation of the cease trade order issued against the Corporation on August 5, 2025 (the "Cease Trade Order") (see the Corporation's press release dated September 15, 2026), closed the final tranche of its previously announced non-brokered private placement. Pursuant to this final tranche closing, an aggregate 6,683,333 units ("Units") were issued at a price of $0.015 per Unit, for aggregate consideration of $100,250. 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"). Together with the first tranche closing announced on October 20, 2026, the Corporation has issued an aggregate of 21,316,666 Units for gross proceeds of $319,750 pursuant to 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 net proceeds from this final tranche in the following approximate amounts: (i) additional audit fees (annual financial statements for 2026 year-end) - $39,350; (ii) additional accounting & financial reporting support -$42,500; (iii) TSX Venture Exchange Fees - $2,000; (iv) fees due to securities regulators - $9,500; and (v) legal fees (applications, compliance, offering) - $6,900. The Corporation intends to continue pursuing a full revocation of the Cease Trade Order.

All Common Shares and Warrants issued pursuant to the Offering remain subject to the Cease Trade Order until a full revocation order is granted, the issuance of which is not certain. The securities are also subject to applicable statutory resale restrictions, including a four-month hold period. The Warrants will not be listed on any stock exchange. The final tranche closing remains subject to final acceptance by 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.

About Nexera Energy Inc.

Nexera Energy Inc. (TSXV: NGY) is an energy company with oil producing properties in Southwest Texas. The Company also now owns 100% of Production Resources Inc., a South Texas oil company.

Forward-Looking Statements

Except for statements of historical fact relating to the Company, certain information contained herein relating to the Offering 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/321510

FAQ

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

How much did Nexera Energy raise in its completed private placement?

Nexera raised $319,750 in gross proceeds through the issuance of 21,316,666 units across both tranches. The final tranche raised $100,250 from 6,683,333 units priced at $0.015 each.

What are the exercise terms of Nexera Energy's private placement warrants?

Each warrant allows the holder to purchase one additional common share at $0.10 for 24 months from unit issuance, subject to acceleration. Each unit contains one common share and one warrant.

When can Nexera Energy accelerate the private placement warrants' expiry?

Acceleration can apply if, after four months and one day following warrant issuance, the shares close at $0.15 or more for 30 consecutive trading days on their principal market. Nexera must issue an announcement and notify warrant holders within five business days after the qualifying date. Expiry then becomes 30 calendar days after that announcement.