Nexera Announces Private Placement of Units

Rhea-AI Summary

Nexera Energy (TSXV: NGY, OTC: EMBYF) has announced a non-brokered private placement offering to raise up to $600,000 through the issuance of up to 40,000,000 units at $0.015 per unit. Each unit includes one common share and one warrant exercisable at $0.10 for 24 months.

The proceeds will be used through its subsidiary Production Resources Inc. (PRI) for: equipment purchases ($140,000), well optimization program ($280,000), labor ($100,000), and working capital. The company plans to bring approximately 30 inactive wells online at its Taylor Ina and Somerset fields and expand its cement services operations.

The offering includes an acceleration clause if shares trade at or above $0.15 for 30 consecutive days. All securities will have a four-month hold period and the offering requires TSX Venture Exchange approval.

Positive

• Potential revenue growth through expansion of cement services operations
• Plan to activate 30 inactive wells to increase production
• Strategic investment in equipment and well optimization
• Warrants provide additional funding potential at $0.10 per share

Negative

• Significant dilution with up to 40,000,000 new shares being issued
• Low unit pricing at $0.015 indicates potential financial pressure
• Additional dilution possible through warrant exercise
• Four-month hold period limits immediate liquidity for investors

Calgary Alberta, and San Antonio, Texas--(Newsfile Corp. - July 24, 2025) - Nexera Energy Inc. (TSXV: NGY) (OTC Pink: EMBYF) (the "Corporation", the "Company" or "Nexera") today reported that the Corporation is proposing a non-brokered private placement offering of up to $600,000 (up to maximum of 40,000,000 common shares ("Common Shares") of the Corporation). The Common Shares are to be issued under a unit offering whereby up to a maximum of 40,000,000 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 net proceeds of the Offering will be utilized within the Corporation's wholly owned subsidiary, Production Resources Inc. ("PRI"), to grow the Company's oil and gas services opportunity in addition to a well optimization program at the Corporation's Taylor Ina and Somerset fields to bring approximately thirty inactive wells online. PRI will use net proceeds from the Offering to acquire additional equipment to expand the cement services branch within PRI to include additional well servicing operations. The additional equipment acquired will benefit and service both the Corporation on its own wells (owned through PRI), while at the same time allowing for additional revenues to be potentially generated by assisting other operators in the area with the servicing of their wells (of which management of the Corporation believes there to be a high demand for in the area).

Specifically, the Corporation anticipates using the net proceeds as follows: (i) equipment purchases and refurbishing - $140,000; (ii) well optimization program - $280,000; (iii) labour - $100,000; and (vi) any balance leftover would go to working capital purposes.

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

About Nexera Energy Inc.

Nexera Energy Inc. (TSXV: NGY) is an energy company with oil producing properties in Southwest Texas. Nexera is owner and operator of the Lavernia, Wooden Horse and Stockdale Horizon Projects. 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 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/259990

FAQ

What is the size and price of Nexera Energy's (EMBYF) private placement offering?

Nexera Energy is offering up to 40,000,000 units at $0.015 per unit to raise up to $600,000. Each unit includes one common share and one warrant exercisable at $0.10.

How will Nexera Energy (EMBYF) use the proceeds from the private placement?

The proceeds will be allocated to: equipment purchases ($140,000), well optimization program ($280,000), labor ($100,000), and working capital. The funds will support bringing 30 inactive wells online and expanding cement services operations.

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

The warrants are exercisable at $0.10 per share for 24 months, with an acceleration clause if shares trade at or above $0.15 for 30 consecutive days. The warrants will not be listed on any exchange.

How long is the hold period for Nexera Energy's (EMBYF) private placement securities?

All common shares and warrants issued in the private placement are subject to a four-month hold period.

What regulatory approval does Nexera Energy need for this offering?

The completion of the offering requires final approval from the TSX Venture Exchange.