NG ENERGY ANNOUNCES RECEIPT OF C$26.5 MILLION FROM WARRANT EXERCISES

Rhea-AI Summary

NG Energy (TSX: GASX, OTCQX: GASXF) reported receipt of total proceeds of C$26,509,500 from the exercise of 29,455,000 July 2026 common share purchase warrants at C$0.90 each, with about C$22 million received since the end of Q1 2026. All remaining unexercised July 2026 warrants have expired as of July 31, 2026, and the exercises resulted in the issuance of 29,455,000 common shares, bringing total shares outstanding to 296,334,964.

According to NG Energy, the proceeds strengthen its balance sheet and support its 2026 program, including a six‑well drilling campaign at the Sinú‑9 Block and ongoing development at the Maria Conchita Block. The company also disclosed that Lutry Investments exercised 9,500,000 warrants and now beneficially owns 57,132,952 shares (19.66%) plus 12,750,000 warrants, which would represent 23.03% ownership on a partially diluted basis. NG Energy clarified that it holds a 39% contractual interest in Sinú‑9 and 100% contractual interest (80% working interest under private agreements) in Maria Conchita.

Positive

• C$26.5M warrant proceeds from 29,455,000 warrants at C$0.90, largely post‑Q1 2026
• Balance sheet strengthened with new equity capital to support 2026 drilling and development
• 296,334,964 shares now outstanding, confirming full conversion level for these warrants
• Lutry Investments exercises 9.5M warrants, now holding 19.66% of common shares
• Clear interests disclosed: 39% contractual in Sinú‑9, 100% contractual and 80% working in Maria Conchita

Negative

• 29,455,000 new shares issued from warrant exercise, creating equity dilution for existing holders
• Potential ownership concentration: Lutry could reach 23.03% on a partially diluted basis

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CALGARY, AB, Aug. 4, 2026 /PRNewswire/ -- NG Energy International Corp. ("NGE" or the "Company") (TSX: GASX) (OTCQX: GASXF) is pleased to announce that it has received total proceeds of C$26,509,500.00 from the exercise of 29,455,000 common share purchase warrants issued on July 31, 2023 (the "July 2026 Warrants"), which have an exercise price of $0.90 each, with approximately C$22 million received since the end of Q1 2026. The Company originally issued 35,000,000 July 2026 Warrants in connection with the Company's private placement of senior secured convertible debenture units, which was completed on July 31, 2023. The July 2026 Warrants were governed by a warrant indenture dated as of July 31, 2023, among the Company and TSX Trust Company (the "Warrant Indenture"). All unexercised July 2026 Warrants have expired as of July 31, 2026, in accordance with their terms and the terms of the Warrant Indenture.

The exercise of the July 2026 Warrants resulted in the issuance of 29,455,000 common shares in the capital of the Company (the "Common Shares"). As of the date hereof and following such issuances, the Company has 296,334,964 Common Shares issued and outstanding.

The proceeds received from the exercise of the July 2026 Warrants have strengthened the Company's balance sheet and provide additional capital to support the Company's active 2026 operational program, which includes the six-well drilling campaign at the Sinú-9 Block operated by Etablissements Maurel & Prom S.A., and the ongoing development program at the Maria Conchita Block.

Jorge Fonseca, Chief Executive Officer of NGE, commented: "The strong response received from the holders of the July 2026 Warrants is a clear vote of confidence in NGE's strategy and momentum. The proceeds received from the exercise of the July 2026 Warrants further strengthen an already robust balance sheet and ensure we are fully funded to execute our operational programs at both Sinú-9 and Maria Conchita, at a time when our activity in our fields has never been greater. On behalf of the entire NGE team, I want to thank our shareholders and long-standing supporters, whose continued commitment is helping drive this exciting period of growth."

Early Warning Disclosure

The Company further announces that Lutry Investments Limited ("Lutry") has acquired 9,500,000 Common Shares through the exercise of 9,500,000 July 2026 Warrants. Following the exercise of the July 2026 Warrants, Lutry beneficially owns and controls 57,132,952 Common Shares (which represents approximately 19.66% of the Company's issued and outstanding Common Shares as of the date of exercise) and 12,750,000 Common Share purchase warrants of the Company. Assuming full exercise of the warrants, Lutry would have control and direction over 69,882,952 Common Shares, representing 23.03% of the outstanding Common Shares on a partially diluted basis (as of the date of exercise). Lutry acquired the securities for investment purposes. At this time, Lutry has no current intention to acquire additional securities of the Company, dispose of any securities of the Company, or undertake any of the actions described in clauses (a) through (k) of Item 5 of Form 62-103F1. However, depending on market conditions, general economic and industry conditions, the Company's business and financial condition and prospects, and other relevant factors, Lutry may from time to time increase or decrease its ownership, control or direction over securities of the Company through market transactions, private agreements, treasury issuances, the exercise of convertible securities, or otherwise. In satisfaction of the requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Lutry has filed an early warning report respecting the acquisition of the Common Shares, containing additional information omitted from this news release, under the Company's SEDAR+ profile at www.sedarplus.ca. A copy of the early warning report filed by Lutry can be obtained from the Company's SEDAR+ profile. 

About NG Energy International Corp.

NG Energy International Corp. is a growth-orientated natural gas exploration and production company focused on delivering long-term shareholder and stakeholder value through the discovery, delineation and development of large-scale oil and gas fields in the Americas, supporting energy transition and economic growth. NGE's team has extensive technical and capital markets expertise with a proven track record of building companies and creating significant value in North and South America. In Colombia, the Company is executing on this mission with a rapidly growing production base and an industry-leading growth trajectory, delivering natural gas into the premium-priced Colombian marketplace with  a goal of being a material supplier of clean natural gas to Colombia and a broader vision of becoming a global energy platform business and providing prosperity for all stakeholders. Over the past 3 years, the Company has successfully raised and deployed over US$200 million in debt and equity, monetized 40% of one of it's assets for US$150 million in cash and has partnered in the construction and commissioning of 3 gathering, processing and treatment facilities and associated pipelines with significant capital contributions from insiders who currently own approximately 32% of the Company. For more information, please visit SEDAR+ (www.sedarplus.ca) and the Company's website (www.ngenergyintl.com).

Cautionary Statement Regarding Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption "Risk Factors" in the Company's most recent Management Discussion and Analysis and its Annual Information Form dated March 26, 2026, which are available for view on SEDAR+ at www.sedarplus.ca. These risks include but are not limited to, the risks associated with the oil and natural gas industry, such as exploration, production and general operational risks, the volatility of pricing for oil and natural gas, the inability to market natural gas production and changes in natural gas sale prices, changing investor sentiment about the oil and natural gas industry, any delays in production, marketing and transportation of natural gas, drilling costs and availability of equipment, regulatory approval risks and environmental, health and safety risks. Forward-looking statements contained herein are made as of the date of this news release, and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

No securities regulatory authority has either approved or disapproved the contents of this news release. The Toronto Stock Exchange accepts no responsibility for the adequacy or accuracy of this news release.

Abbreviations

The abbreviations set forth below have the following meanings:

Other
Q1	first quarter

Information Regarding the Company's Working Interest Disclosure

With regard to the Company's working interests held in both the Maria Conchita and Sinu-9 Blocks, which are held by Operadora Colombia, the Colombian branch of the Company's indirect wholly-owned subsidiary, Operadora,, in both the context of this news release and the Company's previous news releases, the term "working interest", ultimately refers to the rights and obligations agreed to, eventually, materialize a contractual interest in an exploration and production contract before the ANH, subject to the fulfillment of certain conditions. These conditions involve the assumption of financial risks and are generally linked to exploration by virtue of joint operating agreements. Once such conditions are fulfilled, the acquisition of a registered contractual interest, as party of record, in the exploration and production contract may materialize, by way of a request for approval of assignment before the ANH. For this reason, as is common practice within the oil and natural gas industry as a whole, the disclosed "working interest" may not coincide with the Company's current contractual interest in the exploration and production contract.

The assignment and allocation of "working interests" does not affect or undermine, in any way, the rights and obligations of registered parties under the relevant exploration and production contracts. Registered parties, such as Operadora, remain wholly and totally liable before the ANH, the Colombian authorities and third parties in connection with any and all obligations, risks and liabilities derived from the execution, performance or termination of the exploration and production contracts. Conversely, the rights and obligations that comprise "working interests" are only enforceable vis a vis between the executing parties under private agreements, and have no legal effects before the ANH, the Colombian authorities or third parties.

With respect to the Sinu-9 Block, the Company (through Operadora and Operadora Colombia) is a party of record and holds a 39% contractual interest in the exploration and production contract for the Sinu-9 Block granted by and entered into with ANH. With respect to the Maria Conchita Block, the Company (through Operadora and Operadora Colombia) holds 100% of the contractual interest as the sole party and operator of record under the relevant exploration and production contract entered into with the ANH, and holds an 80% working interest under private agreements with third parties.

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SOURCE NG Energy International Corp.

FAQ

What did NG Energy (GASXF) announce about warrant exercises on August 4, 2026?

NG Energy announced it received C$26,509,500 from exercising 29,455,000 July 2026 warrants. According to NG Energy, the warrants were priced at C$0.90 each, all remaining warrants expired July 31, 2026, and total shares outstanding rose to 296,334,964.

How much capital did NG Energy (GASXF) raise from the July 2026 warrant exercises?

NG Energy raised C$26,509,500 in total proceeds from July 2026 warrant exercises. According to NG Energy, about C$22 million of this amount was received after the end of Q1 2026, providing additional funding for its 2026 operational program.

How did the July 2026 warrant exercises affect NG Energy’s (GASXF) share count and dilution?

The warrant exercises added 29,455,000 new common shares, increasing NG Energy’s total to 296,334,964. According to NG Energy, this represents equity dilution for existing shareholders but also delivers C$26.5 million of new capital without adding debt obligations.

What stake does Lutry Investments hold in NG Energy (GASXF) after the warrant exercises?

Lutry Investments now beneficially owns 57,132,952 NG Energy shares, or 19.66% of outstanding shares. According to NG Energy, Lutry also holds 12,750,000 warrants and would control 23.03% on a partially diluted basis, assuming full warrant exercise.

How will NG Energy (GASXF) use the C$26.5 million from warrant exercises?

NG Energy plans to use the proceeds to support its active 2026 operational program. According to NG Energy, this includes a six‑well drilling campaign at the Sinú‑9 Block and ongoing development activities at the Maria Conchita Block in Colombia.

What are NG Energy’s contractual and working interests in the Sinú‑9 and Maria Conchita blocks?

NG Energy holds a 39% contractual interest in the Sinú‑9 Block and 100% contractual interest in Maria Conchita. According to NG Energy, it also has an 80% working interest in Maria Conchita under private agreements with third parties.

What does NG Energy’s early warning disclosure about Lutry Investments mean for GASXF shareholders?

The early warning disclosure reports Lutry’s increased ownership to 19.66% of NG Energy shares. According to NG Energy, Lutry acquired 9.5 million shares via warrant exercise and may adjust its holdings over time depending on market, company, and economic conditions.