LNG Energy Group Announces Issuance of Third Partial Revocation Order and Proposed Shares-for-Debt Settlement

The proposed debt settlement would exchange a C$100,000 legal-services obligation for shares and warrants, subject to TSXV approval.

Rhea-AI Summary

LNG Energy Group (LNGNF) received a third partial revocation order on November 6, 2026, permitting further private placement tranches. The financing targets gross proceeds of up to C$2,000,000; approximately C$1,032,636 has been raised through 20,652,723 units. Each unit includes one common share and one warrant exercisable at C$0.10 for 36 months.

The company also agreed to settle C$100,000 of legal-services debt with 2,000,000 units at a deemed C$0.05 each, expected in the third tranche and subject to TSXV approval. Further funding is required to pursue full revocation of the failure-to-file cease trade order, which remains in place. Proceeds will support overdue disclosure filings, associated fees and legacy payables. The partial order ends upon completion of the placement or February 4, 2027, whichever occurs first.

4 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

1 major · 6 points

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

Positive

• Moderate pointPrivate placement has raised approximately C$1,032,636 in gross proceeds through its first two tranches.
• Minor pointThird partial revocation order permits further tranches toward the placement’s gross proceeds target of up to C$2,000,000.
• Minor point. Forward-looking: it has not happened yet and may not happen.Proposed C$100,000 debt settlement would extinguish indebtedness owed to a legal services provider.
• Minor point. Forward-looking: it has not happened yet and may not happen.Financing proceeds are designated for outstanding disclosure filings, related fees and legacy accounts payable.

Negative

• Major pointFailure-to-file cease trade order remains in place; related TSXV trading suspension continues.
• Moderate pointFurther funding is required to continue efforts toward full revocation of the cease trade order.
• Moderate point20,652,723 units issued add common shares and warrants exercisable at C$0.10 per share for 36 months.
• Minor point. Forward-looking: it has not happened yet and may not happen.Proposed 2,000,000 settlement units at C$0.05 each would add shares and warrants on the same terms.
• Minor point. Forward-looking: it has not happened yet and may not happen.Debt settlement remains subject to TSXV approval, with issuance expected in the third placement tranche.
• Minor point. Forward-looking: it has not happened yet and may not happen.Partial order expires upon placement completion or February 4, 2027, whichever occurs first.

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TORONTO, ON / ACCESS Newswire / November 9, 2026 / LNG Energy Group Corp. (TSXV:LNGE)(TSXV:LNGE.WT)(OTCQB:LNGNF)(FWB:E26) (the "Company" or "LNG Energy Group") announces that on November 6, 2026, the Ontario Securities Commission (the "OSC") issued a third partial revocation order (the "Third Order"), partially revoking the failure-to-file cease trade order issued against the Company on May 7, 2025 (the "FFCTO") for failing to file certain outstanding continuous disclosure documents. The OSC had previously issued two partial revocation orders in respect of the FFCTO, the first on April 23, 2026, which terminated on July 22, 2026, and the second on August 6, 2026, which terminated on November 4, 2026.

The Company is pleased to note that its previously announced private placement financing (the "Private Placement"), for aggregate gross proceeds of up to C$2,000,000, has been well received. To date, the Company has raised aggregate gross proceeds of approximately C$1,032,636 through the issuance of 20,652,723 units ("Units") in the first and second tranches of the Private Placement. Each Unit consists of one (1) common share of the Company (each, a "Common Share"), and one (1) Common Share purchase warrant (each, a "Warrant"), with each Warrant exercisable to acquire one (1) Common Share at a price of C$0.10 per Common Share for a period of 36 months from the date of issuance. The funds raised to date have enabled the Company to begin working toward a full revocation of the FFCTO, but further funding is required to continue those efforts. The Third Order permits the Company to complete one or more further tranches of the Private Placement for the purposes of: (i) filing its outstanding continuous disclosure documents, (ii) paying accounting, audit and legal fees associated with the preparation and filing of the relevant continuous disclosure documents, (iii) paying costs and fees associated with the Private Placement, (iv) paying legacy accounts payable, (v) paying filing fees, including for the application for a full revocation of the FFCTO, and (vi) funding working capital and general and administrative expenses until a full revocation of the FFCTO is obtained. The Company looks forward to completing one or more further tranches of the Private Placement pursuant to the Third Order.

To date, the Private Placement has included subscriptions from insiders of the Company for an aggregate of 10,893,140 Units, or approximately C$544,656.60. This participation by insiders of the Company constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). For these transactions, the Company has relied on the exemptions from the formal valuation requirement contained in section 5.5(a) of MI 61-101 and has relied on the exemption from the minority approval requirements contained in section 5.7(1)(a) of MI 61-101, as well as the corresponding exemptions contained in Policy 5.9 of the TSX Venture Exchange (the "TSXV"), on the basis that neither the fair market value of the securities issued to, nor the consideration paid by, related parties exceeded 25% of the Company's market capitalization. As the fair market value of the Company's securities was not otherwise readily determinable as a result of the FFCTO and the related suspension of trading on the TSXV, the board of directors of the Company, acting in good faith, determined that market capitalization would be calculated based on the number of Common Shares outstanding prior to the Private Placement and the closing price of the Common Shares on the TSXV on the last trading day prior to the suspension of trading. On this basis, the aggregate related party participation in the first and second tranches of the Private Placement represented approximately 7% of the Company's market capitalization. Related parties, including directors and officers of the Company, may participate in one or more further tranches of the Private Placement. In connection with any such participation by related parties, the Company intends to rely on the exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 and the corresponding exemptions under Policy 5.9 of the TSXV. Therefore, there are no approvals in respect of, or in connection with, the Private Placement that must be obtained at a meeting of securityholders of the Company.

In connection with the Private Placement, the Company also announces that it has entered into an agreement with a legal services provider (the "Creditor") to settle an aggregate of C$100,000 of indebtedness owed by the Company to the Creditor (the "Debt Settlement") through the issuance of 2,000,000 Units at a deemed price of C$0.05 per Unit, on the same terms as the Units issued pursuant to the Private Placement. The Units to be issued pursuant to the Debt Settlement are expected to be issued as part of the third tranche of the Private Placement. The Debt Settlement remains subject to the approval of the TSXV. The Units to be issued pursuant to the Debt Settlement, and the underlying securities, will be subject to a hold period of four months and one day from the date of issuance in accordance with the policies of the TSXV and applicable securities legislation, and will remain subject to the FFCTO unless and until the FFCTO has been fully revoked.

The Third Order will terminate on the earlier of: (i) the completion of the Private Placement, and (ii) February 4, 2027, being 90 days from the date on which the Third Order was issued. There can be no assurances that the Private Placement will be completed on the terms set out herein, or at all, or that the proceeds of the Private Placement will be sufficient for the purposes of the Company. The Company will also issue appropriate news releases and file material change reports on SEDAR+, as applicable, upon completion of the Private Placement.

The securities being referred to in this news release have not been, nor will they be, registered under the United States (U.S.) Securities Act of 1933, as amended, and may not be offered or sold in the U.S. or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About LNG Energy Group

The Company is focused on the acquisition and development of natural gas production and exploration assets in Latin America. For more information, please visit www.lngenergygroup.com.

For more information please contact:

Angel Roa, Chief Financial Officer LNG Energy Group Corp.
Website: www.lngenergygroup.com
Email: investor.relations@lngenergygroup.com
Find us on social media:
LinkedIn: https://www.linkedin.com/company/lng-energy-group-inc/
Instagram: @lngenergygroup
X: @LNGEnergyCorp

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws. 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 that reflect the current views and/or expectations of management of LNG Energy Group with respect to performance, business and future events. Forward-looking information can often be identified by words such as "may", "will", "would", "could", "should", "believes", "estimates", "projects", "potential", "expects", "plans", "intends", "anticipates", "targeted", "continues", "forecasts", "designed", "goal", or the negative of those words or other similar or comparable words. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which LNG Energy Group operates, in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate and reasonable in the circumstances, and that while considered reasonable, are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking information. There can be no assurance that such statements will prove to be accurate, and accordingly, readers should not place undue reliance on the forward-looking statements contained in this news release. LNG Energy Group does not undertake any obligation to release publicly any revisions or updating any voluntary forward-looking statements, except as required by applicable securities law, whether they change as a result of new information, future events or otherwise.

This news release includes, but is not limited to, forward-looking statements relating to: the timing, terms and completion of the Private Placement, the use of funds from the Private Placement, the Debt Settlement, the Company preparing and filing all outstanding continuous disclosure documents, and the Company applying for and receiving full revocation of the FFCTO. Forward-looking statements in this news release are based on certain assumptions, namely: the ability of the Company to continue as a going concern, the ability of the Company to complete the Private Placement, the ability of the Company to use the funds from the Private Placement as intended, the ability of the Company to prepare and file all outstanding continuous disclosure documents and the Company's ability to apply for and receive full revocation of the FFCTO. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties, including, but not limited to: the inability of the Company to complete the Private Placement, the inability of the Company to obtain approval from the TSXV, the inability of the Company to use the funds from the Private Placement for the intended purposes, the inability of the Company to prepare and file all outstanding continuous disclosure documents and the inability of the Company to have the FFCTO fully revoked. The Company's actual decisions, activities, results, performance, or achievement could differ materially from those expressed in, or implied by, such forward-looking statements and accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do, what benefits that the Company will derive from them.

Neither the 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.

SOURCE: LNG Energy Group Corp.

View the original press release on ACCESS Newswire

FAQ

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

What does LNG Energy Group’s third partial revocation order allow?

The order permits further tranches of the private placement, rather than fully lifting the cease trade order. It terminates on the earlier of placement completion and February 4, 2027.

What are the terms of LNG Energy Group’s proposed debt settlement?

LNG Energy Group agreed to settle C$100,000 owed to a legal services provider by issuing 2,000,000 units at a deemed C$0.05 per unit. Each unit includes one common share and one warrant exercisable at C$0.10 for 36 months. Issuance is expected in the third placement tranche, subject to TSXV approval.

How much have insiders invested in LNG Energy Group’s private placement?

Insiders subscribed for 10,893,140 units, representing approximately C$544,656.60. The company relied on exemptions from formal valuation and minority approval requirements. Related parties may participate in further tranches, and no securityholder meeting approvals are required for the placement.

What trading restrictions apply to LNG Energy Group’s debt settlement securities?

The settlement units and underlying securities will carry a four-month-and-one-day hold period from issuance. They will also remain subject to the cease trade order unless and until it is fully revoked.