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

Rhea-AI Summary

Nexera Energy (OTC: EMBYF, TSXV: NGY) closed a non-brokered private placement of 28,333,334 units at $0.025, raising $425,000 under a partially revoked cease trade order.

Each unit includes one share and a two-year $0.10 warrant with an acceleration clause. Funds will mainly cover audit, regulatory and legal fees, which Nexera expects will bring its disclosure current as it pursues full revocation of the Alberta Securities Commission cease trade order. Securities carry a four-month hold, warrants will not be listed, and the offering needs final TSX Venture Exchange approval.

Positive

• Raises $425,000 through non-brokered unit private placement
• 28.33 million $0.10 warrants potentially add future equity capital
• Proceeds earmarked to update continuous disclosure and pay fees

Negative

• Alberta Securities Commission cease trade order remains in effect
• Offering completion still subject to final TSX Venture Exchange approval
• New securities face four-month hold; warrants will not be exchange-listed

News Market Reaction – EMBYF

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In the Jul 22 session, EMBYF gained 9.09%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Calgary, Alberta and San Antonio, Texas--(Newsfile Corp. - June 30, 2026) - 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 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) 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
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/303574

FAQ

What did Nexera Energy (OTC: EMBYF) announce on June 30, 2026?

Nexera Energy announced closing a non-brokered private placement of units, raising $425,000. According to Nexera, 28,333,334 units were sold at $0.025 each under a partially revoked cease trade order to support audit, regulatory and legal obligations.

How many units were issued in Nexera Energy’s EMBYF private placement and for how much?

Nexera issued 28,333,334 units for aggregate proceeds of $425,000. According to Nexera, each unit was priced at $0.025 and includes one common share plus one share purchase warrant, forming a relatively small but targeted capital raise for compliance-related costs.

What are the warrant terms in Nexera Energy’s June 2026 EMBYF offering?

Each unit’s warrant allows purchase of one common share at $0.10 for 24 months. According to Nexera, if the share price is at or above $0.15 for 30 straight trading days, warrant expiry can accelerate to 30 days after a specified company press release.

How will Nexera Energy use the $425,000 raised in its private placement?

The funds are earmarked mainly for audits and regulatory costs. According to Nexera, approximate uses include $290,000 for audits, $70,000 for accounting support, plus exchange, regulator, reserve engineering and legal fees, helping bring continuous disclosure records up to date.

How does Nexera Energy’s private placement relate to its cease trade order?

The financing occurs under a partially revoked cease trade order and supports compliance work. According to Nexera, the proceeds should cover costs needed to update disclosure, while the company continues seeking a full revocation of the Alberta Securities Commission cease trade order issued August 5, 2025.

Are Nexera Energy’s new shares and warrants from June 2026 immediately tradable?

No, both the new common shares and warrants are subject to a four-month hold. According to Nexera, the warrants will not be listed on any stock exchange, and the offering remains contingent on final TSX Venture Exchange approval.