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LNG Energy Group Corp. Enters into Binding Exclusivity Agreement and Letter of Intent to Establish a US$200 million Strategic JV to Fund Oil And Gas Investments in Venezuela

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LNG Energy Group (OTC:LNGNF) entered a binding exclusivity agreement and LOI for a 50/50 joint venture with Fifth Ocean Management, in partnership with Westlawn Group, to pursue oil and gas projects in Venezuela.

The proposed US-based JV company would receive up to US$200 million of funding from Fifth Ocean, while LNG contributes Venezuelan assets, and will partner with Salamander Solutions on heavy oil technology pilots.

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Positive

  • Binding exclusivity and LOI for 50/50 Venezuela-focused JV
  • Fifth Ocean to fund up to US$200 million investment program
  • LNG contributes existing Venezuelan oil and gas assets to JV
  • JV company to leverage Salamander heating technology for heavy oil

Negative

  • Transaction subject to completion of due diligence
  • Requires negotiation and execution of definitive agreements
  • Closing contingent on OFAC, OSC and TSX Venture regulatory approvals
  • Deal still subject to customary contractual approvals and conditions precedent

News Market Reaction – LNGNF

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In the May 26 session, LNGNF declined 10.00%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Not for distribution to United States newswire services or for dissemination in the United States

TORONTO, ON / ACCESS Newswire / May 26, 2026 / LNG Energy Group Corp. (TSXV:LNGE)(TSXV:LNGE.WT)(OTC PINK:LNGNF)(FWB:E26) (the "Company" or "LNG Energy Group") is pleased to announce that it has entered into a binding exclusivity agreement and a Letter of Intent ("LOI") to enter into a 50/50 joint venture with Fifth Ocean Management LP, in partnership with Westlawn Group, (together "Fifth Ocean") for the exploration and development of existing, and future, oil and gas blocks in Venezuela.

Under the terms of the proposed joint venture, the Parties will establish a new JV company (the "JV Company") organized in the United States to invest in oil and gas exploration and development projects in Venezuela. LNG will contribute existing oil and gas assets in Venezuela, and Fifth Ocean will fund an investment program of up to US$200 million to increase production and potential acquisition of additional assets in Venezuela.

The transaction is subject to the completion of due diligence and the negotiation and execution of mutually acceptable definitive agreements within the binding exclusivity period. Closing of the transaction is subject to customary conditions precedent, required regulatory approvals (including applicable OFAC, Ontario Securities Commission and TSX Venture Exchange) and customary contractual approvals.

The JV Company will also partner with Salamander Solutions Inc. ("Salamander") on a pilot program to deploy Salamander's advanced heating technology in Venezuela. The technology partnership between the JV Company and Salamander will be leveraged to evaluate and unlock prospective heavy oil resources in the assets of the JV Company.

About LNG Energy Group

The Company focuses on the acquisition and development of hydrocarbons 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
Phone: (305) 464-6362

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 statements in this press release include, but are not limited to, statements relating to: the execution and completion of the proposed Transaction; the finalization of definitive agreements; the total committed investment program of up to US$200 million; the development of the Venezuela Assets; and the Company's anticipated growth and operational objectives. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied, including: the inability of the Parties to negotiate and execute definitive agreements; failure to obtain required regulatory approvals (including those of OFAC, TSX Venture Exchange, and applicable Canadian securities commissions); adverse changes in the Venezuelan political, legal or regulatory environment; failure to complete due diligence to Fifth Ocean's satisfaction; and other factors described in the Company's public filings on SEDAR+. LNG Energy Group does not undertake any obligation to release publicly any revisions to forward-looking statements, except as required by applicable securities law.

SANCTIONS COMPLIANCE NOTE:

The proposed Transaction involves assets located in Venezuela. The Parties have acknowledged that all activities in connection with the Transaction will be conducted in full compliance with applicable U.S. sanctions laws and regulations, including those administered by the U.S. Office of Foreign Assets Control ("OFAC"). The Company will only proceed with the activities in connection with the Venezuela Assets in accordance with OFAC authorizations.

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

What joint venture did LNG Energy Group (LNGNF) announce on May 26, 2026?

LNG Energy Group announced a binding exclusivity agreement and LOI for a 50/50 joint venture with Fifth Ocean to invest in Venezuelan oil and gas projects. According to LNG Energy Group, the JV company will be organized in the United States.

How large is the proposed LNGNF and Fifth Ocean Venezuela JV funding?

The proposed JV investment program is up to US$200 million funded by Fifth Ocean. According to LNG Energy Group, these funds would support production growth and potential acquisition of additional Venezuelan oil and gas assets within the JV structure.

What assets will LNG Energy Group (LNGNF) contribute to the Venezuela JV?

LNG Energy Group plans to contribute its existing Venezuelan oil and gas assets to the new JV company. According to LNG Energy Group, these assets will underpin exploration, development and potential expansion through further acquisitions in the country.

What conditions must be satisfied before the LNGNF Venezuela JV can close?

The JV transaction must complete due diligence, definitive agreements and obtain required regulatory approvals. According to LNG Energy Group, approvals include OFAC, the Ontario Securities Commission and TSX Venture Exchange, along with customary contractual conditions precedent.

How will Salamander Solutions’ technology be used in the LNGNF Venezuela JV?

The JV company plans a pilot program with Salamander Solutions’ advanced heating technology in Venezuela. According to LNG Energy Group, this partnership aims to evaluate and potentially unlock prospective heavy oil resources within the JV’s assets.

Where will the LNG Energy Group (LNGNF) Venezuela JV company be organized?

The new joint venture company is planned to be organized in the United States. According to LNG Energy Group, this US-based entity will invest in oil and gas exploration and development projects located in Venezuela.

Is the LNG Energy Group (LNGNF) Venezuela JV agreement final?

The agreement is not yet final; it is a binding exclusivity agreement and LOI. According to LNG Energy Group, closing depends on due diligence, definitive documentation and multiple regulatory and contractual approvals being satisfied.