Trillion Energy Announces Warrant Extension & Non-Brokered Private Placement Update

Rhea-AI Summary

Trillion Energy (OTCQB: TRLEF) closed 17,172,419 units in a non-brokered private placement, raising CAD$1,501,900 in cash and settling CAD$1,073,963 of debt. Units were priced at CAD$0.15, with half-warrants exercisable at CAD$0.25 for one year.

The company applied to increase the offering to up to CAD$3,500,000. It extended 2,124,515 2024 warrants by one year, kept the CAD$0.90 exercise price and acceleration clause, and engaged Independent Trading Group for market-making at CAD$6,000 per month.

Positive

• Closed private placement of 17,172,419 units, raising CAD$1,501,900 in cash
• Settled CAD$1,073,963 of outstanding debt through issuance of 7,159,751 units
• Applied to increase offering size to up to CAD$3,500,000 at CAD$0.15 per unit
• Proceeds allocated to M47 Block earn-in obligations in Turkey and working capital
• Engaged Independent Trading Group for market making at CAD$6,000 per month

Negative

• Issuance of 17,172,419 units and 286,134 broker warrants increases potential share dilution
• Extension of 2,124,515 warrants to 2027 prolongs warrant overhang on the share structure
• Cash finder’s fees of CAD$53,240.05 and ongoing CAD$6,000 monthly market-making fee add costs

News Market Reaction – TRLEF

+4.67%

+4.67% Session close to close

In the Jun 9 session, TRLEF gained 4.67%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Vancouver, British Columbia--(Newsfile Corp. - June 9, 2026) - Trillion Energy International Inc. (CSE: TCF) (OTCQB: TRLEF) (FSE: Z62) ("Trillion" or the "Company") is pleased to announce that, further to its previously announced non-brokered private placement (the "Offering"), as described in the Company's April 17, 2026 news release, it has closed 17,172,419 units (the "Units") for gross proceeds of CAD$1,501,900 and the settlement of CAD$1,073,963 in outstanding debt. Furthermore, the Company has extended the expiry of 2,124,515 outstanding warrants by one year, as described below.

Private Placement Update

The Company issued 10,012,668 Units for gross proceeds of CAD$1,501,900 and settled outstanding debt with arm's length and non-arm's length parties of CAD$1,073,963 through the issuance of an aggregate of 7,159,751 Units.

Each Unit is comprised of one common share of the Company (each, a "Share") and one-half of one share purchase warrant (each whole warrant, a "Warrant"), with each Warrant exercisable at a price of CAD$0.25 per share for a period of one year from the date of issuance.

In connection with the Offering, Trillion paid an aggregate of CAD$53,240.05 in cash finder's fees and issued an aggregate of 286,134 non-transferable broker warrants ("Broker Warrants"). Each Broker Warrant entitles the holder to one (1) Share and is exercisable at a price of CAD$0.25 per share for a period of one year from the date of issuance.

The Shares, Warrants and Broker Warrants issued in connection with the Offering are subject to hold periods ranging from August 28, 2026, to October 6, 2026, in accordance with applicable securities laws and the policies of the CSE. The Offering remains subject to any applicable approval of the CSE.

Proceeds from the Offering will be used to fund contractual work program obligations on the M47 Concession under the Definitive Farm-In Agreement, toward which the Company has paid a total of US$500,000 towards work commitments, audit and general corporate purposes, investor relations activities, the expenses of the Offering, and general working capital.

Certain insiders of the Company settled debt concurrent with the Offering through the issuance of an aggregate of 3,294,536 Units (the "Insider Participation"). The Insider Participation is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions ("MI 61-101") by virtue of the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of such Insider Participation does not exceed 25% of the Company's market capitalization.

The Company has also applied to the CSE to increase the size of the previously announced Offering to up to CAD$3,500,000, including the amounts closed to date, and on the same terms and conditions, which would allow for the issuance of up to 23,333,333 Units at CAD$0.15 per Unit to be issued. Use of proceeds for the increased Offering amount include to meet Trillion's earn-in obligations in Turkey related to Block M47 and additional working capital and general corporate expenses.

Warrant Extension

The 2,124,515 warrants (the "2024 Warrants") comprise 1,694,515 expiring June 28, 2026, 400,000 expiring July 3, 2026 and 30,000 expiring July 5, 2026, issued in tranche closings of a 2024 non-brokered private placement. The CAD$0.90 (post-consolidation) exercise price is unchanged, and each expiry has been extended by one year to June 28, July 3 and July 5, 2027, respectively (the "Extension"), subject to acceptance by the CSE. No action is required by holders, and the Extension does not apply to compensation or finder warrants, which are not eligible for amendment.

Two directors and one officer hold 517,776 of the 2024 Warrants, so the Extension may be a "related party transaction" under MI 61-101. It is exempt from the formal valuation and minority shareholder approval requirements, as the fair market value of the insiders' 2024 Warrants does not exceed 25% of the Company's market capitalization.

The 2024 Warrants remain subject to acceleration: the Company may advance the expiry to 30 days after notice to holders if its shares close at or above CAD$1.75 on the CSE for seven consecutive trading days. All other terms remain unchanged.

Market Making Engagement

The Company has engaged Independent Trading Group, Inc. ("ITG") to provide market-making services in accordance with the policies of the CSE. The agreement is for an initial term of one month and automatically renews for successive one-month terms unless terminated by either party on 30 days' notice. The Company will pay ITG a cash fee of CAD$6,000 per month. There are no performance factors in the agreement, and ITG will not receive any shares or options as compensation. The capital required for the market-making activities will be provided by ITG. ITG and the Company are at arm's length.

About Trillion Energy International Inc.

Trillion Energy International Inc. is a Canadian oil exploration company focused on Türkiye. The Company has an agreement to earn a 29% working interest in the M47 oil exploration block (C3 and C4 licences) located in the Cudi-Gabar petroleum province of Southeastern Türkiye. The earn-in includes funding a total of US$15 million for 2026 and 2027 work commitments. More information may be found on www.sedarplus.ca and on the Company's website at www.trillionenergy.com.

Requests for further information should be directed to:
Scott Lower, President
Brian Park, VP Finance
Trillion Energy International Inc.
Suite 700, 838 West Hastings Street
Vancouver, B.C., V6C 0A6
Corporate offices: 1-778-819-1585
e-mail: info@trillionenergy.com
Website: www.trillionenergy.com

Forward-Looking Information and Risk Factors

This news release contains statements that may constitute "forward-looking information" within the meaning of applicable securities legislation, including statements identified by the use of words such as "will", "expects", "intends", "believe", "potential" and similar words, including negatives thereof, or other similar expressions concerning matters that are not historical facts. The forward-looking information contained herein includes, without limitation, information concerning the completion and CSE approval of the Offering, the anticipated use of proceeds from the Offering, the Company's work program on the M47 Concession, and the ability of the Company to attract additional investors.

Such forward-looking information is subject to known and unknown risks, uncertainties and other factors, many of which are beyond the Company's control, that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information, including the risk that the Offering is not completed on the terms described or at all, the risk that regulatory approval of the CSE is not obtained, the risk that the Offering is not fully subscribed, and the risk that the use of proceeds differs from that currently anticipated. Additional information regarding risks and uncertainties is contained under the heading "Risk Factors" in the Company's Annual Report on Form 20-F for the financial year ended December 31, 2024 and the Company's other public filings available under the Company's profile on SEDAR+ at sedarplus.ca. The Company has made certain assumptions in preparing this information and, although it believes those assumptions to be reasonable, undue reliance should not be placed on forward-looking information, which is made as of the date of this news release. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300709

FAQ

What are the key details of Trillion Energy’s June 2026 private placement (OTCQB: TRLEF)?

Trillion Energy closed 17,172,419 units, raising CAD$1,501,900 in cash and settling CAD$1,073,963 of debt. According to Trillion, units were priced at CAD$0.15, each including one share and half a warrant exercisable at CAD$0.25 for one year.

How many shares and warrants were issued in Trillion Energy’s TRLEF financing?

Trillion issued 17,172,419 units plus 286,134 broker warrants in the June 2026 financing. According to Trillion, each unit includes one share and half a warrant, while each broker warrant is exercisable for one share at CAD$0.25 for one year.

What is the maximum size of Trillion Energy’s expanded private placement for TRLEF shares?

Trillion has applied to increase the private placement to up to CAD$3,500,000, including amounts already closed. According to Trillion, this would allow issuance of up to 23,333,333 units at CAD$0.15 per unit on the same terms.

How will Trillion Energy use the proceeds from its TRLEF private placement?

Proceeds will fund work obligations on the M47 Block, corporate purposes, and working capital. According to Trillion, funds support contractual farm-in commitments in Turkey, investor relations activities, offering expenses, and general corporate needs, including potential expanded offering proceeds.

What changes did Trillion Energy make to its 2024 warrants for TRLEF investors?

Trillion extended 2,124,515 2024 warrants by one year without changing the CAD$0.90 exercise price. According to Trillion, new expiries are June 28, July 3 and July 5, 2027, and warrants remain subject to an acceleration clause if share prices meet conditions.

What are the terms of Trillion Energy’s market-making agreement affecting TRLEF stock?

Trillion engaged Independent Trading Group for market-making services with a CAD$6,000 monthly cash fee. According to Trillion, the initial term is one month, automatically renewing, with no share or option compensation and capital supplied by ITG on an arm’s-length basis.

How did insiders participate in Trillion Energy’s June 2026 TRLEF financing?

Certain insiders settled debt through the issuance of 3,294,536 units concurrent with the offering. According to Trillion, this insider participation is exempt from MI 61-101 valuation and minority approval rules because its fair market value is under 25% of market capitalization.