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New Zealand Energy Corp. Closes C$3.5 Million Private Placement

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private placement

New Zealand Energy Corp (OTC: NZERF) closed a non-brokered private placement of 17,500,000 common shares at C$0.20 per share for aggregate gross proceeds of C$3.5 million on February 9, 2026.

The proceeds will fund advancement of the company’s gas storage business and general corporate purposes. Advisory fees of C$29,250 were paid. Two insiders subscribed for 2,600,000 shares (C$535,000); the related-party participation fell below MI 61-101 thresholds, so no formal valuation or minority approval was required.

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Positive

  • Capital raised: C$3.5 million via equity issuance
  • Targeted use of proceeds to advance the gas storage business
  • Efficient execution: non-brokered placement reduced underwriting costs

Negative

  • Dilution: issuance of 17.5 million shares to existing shareholders
  • Insider participation: 2.6 million shares subscribed by insiders
  • Advisory fees of C$29,250 reduced net proceeds

News Market Reaction – NZERF

+5.93%
+5.93% Session close to close

In the Feb 11 session, NZERF gained 5.93%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Vancouver, British Columbia--(Newsfile Corp. - February 9, 2026) - New Zealand Energy Corp. (TSXV: NZ) ("NZEC" or the "Company") is pleased to announce that it has closed its previously announced non-brokered private placement of 17,500,000 common shares of the Company (the "Common Shares") at a price of C$0.20 per Common Share for aggregate gross proceeds of C$3,500,000 on a non-brokered basis (the "Offering").

The Offering was completed pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, to purchasers that are resident in Canada. The Offering was also made available to purchasers that are resident in certain jurisdictions outside of Canada, including the United States and the United Kingdom, in compliance with applicable securities laws.

The Company intends to use the net proceeds from the Offering to fund the advancement of its gas storage business and for general corporate purposes.

The Company paid advisory fees of C$29,250 in cash to certain arm's length parties in connection with the Offering.

Toby Pierce and Robert Bose are insiders of the Company and participated in the Offering by purchasing 800,000 and 1,800,000 Common Shares, respectively, for an aggregate subscription amount of C$535,000. Accordingly, the Offering constitutes a "related party transaction" for the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval under MI 61-101 as the fair market value of each of the insider's participation in the Offering does not exceed more than 25% of the market capitalization of the Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101.

About New Zealand Energy Corp.

NZEC is a publicly listed energy company focused on the development of oil, gas, and gas-storage opportunities in New Zealand. The Company holds interests in multiple heritage assets and development-stage projects, including the Tariki Gas Storage Project located on New Zealand's North Island in the Taranaki Basin. With a 50% ownership stake in the Waihapa production station, the Company can quickly tie in any near-term production and sell directly to market. For more information, please visit www.newzealandenergy.com.

For further information:

Toby Pierce, Chief Executive Officer
Email: info@newzealandenergy.com
Website: www.newzealandenergy.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This release contains certain "forward-looking statements". All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements reflect the current expectations and beliefs of the Company based on information currently available to the Company. Such forward-looking statements include statements relating to the Offering, including the completion and anticipated timing for completion of the Offering, the potential size of the Offering, the Company's intended use of the net proceeds of the Offering, the receipt of all necessary regulatory approvals, including the approvals of the TSXV, and the Company's development and growth plans. Any such forward-looking information may be identified by words such as "anticipate", "proposed", "estimates", "would", "expects", "intends", "plans", "may", "will", and similar expressions. Forward-looking statements are subject to significant risks and uncertainties and other factors that could cause the actual results to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company.

Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283285

FAQ

How much did New Zealand Energy Corp (NZERF) raise in the February 9, 2026 private placement?

The company raised C$3.5 million by issuing new common shares at C$0.20 each. According to the company, 17,500,000 shares were issued and gross proceeds will fund gas storage advancement and general corporate purposes.

What was the share price and size of the NZERF private placement on February 9, 2026?

Shares were sold at C$0.20 per share, with 17,500,000 shares issued. According to the company, the offering was non-brokered and aimed at Canadian and certain international purchasers in compliance with securities laws.

How will the C$3.5 million from NZERF’s offering be used by the company?

Proceeds are intended to fund the company’s gas storage business advancement and general corporate purposes. According to the company, net proceeds will support project development activities and working capital needs.

Did insiders participate in New Zealand Energy Corp’s (NZERF) private placement and how much did they buy?

Yes. Two insiders purchased a combined 2,600,000 shares for C$535,000. According to the company, insider participation constituted a related-party transaction but fell below MI 61-101 thresholds for valuation and minority approval exemptions.

What fees did New Zealand Energy Corp pay in connection with the February 2026 private placement?

The company paid C$29,250 in advisory fees to arm’s length parties. According to the company, those cash fees were paid in connection with facilitating the non-brokered offering and reduced net proceeds available for corporate use.

Does the NZERF private placement require MI 61-101 shareholder approval or a formal valuation?

No. The company reported that a formal valuation and minority shareholder approval were not required under MI 61-101. According to the company, insider subscriptions did not exceed 25% of market capitalization thresholds that trigger those requirements.