Nexera Announces Private Placement of Debentures to Establish Commercial Well Plugging Business

CALGARY, AB and SAN ANTONIO, TX / ACCESSWIRE / February 15, 2024 / Nexera Energy Inc. (TSX-V:NGY)(OTC PINK:EMBYF) (the "Corporation", the "Company" or "Nexera") today reported that the Corporation is proposing a non-brokered private placement offering of up to $650,000 of convertible unsecured debentures (the "Debentures") of the Corporation (the "Offering")).

The details of the Debentures are as follows: (i) the Debentures will mature on the date that is two (2) years from the date of issuance (if not otherwise converted or prepaid) (the "Maturity Date"); (ii) the Debentures will bear interest at a rate of 12% per annum, calculated and paid quarterly in arrears; (iii) upon maturity or redemption of each Debenture, the Corporation will pay any outstanding principal and any accrued and unpaid interest in cash; (iv) each Debenture may be redeemed early by the Corporation, at its option; (v) the Debentures shall be convertible (only the principal amount and not the interest) at the option of the subscriber into units of the Corporation ("Units") at a conversion rate of $0.025 per Unit in the first year and $0.10 per Unit thereafter and prior to the Maturity Date or redemption by the Corporation. Each Unit consists of one Common Share of the Corporation and one common share purchase warrant (each whole warrant, a "Warrant") of the Corporation. Each whole Warrant shall entitle the holder thereof to acquire one additional Common Share at a price of $0.10 per Common Share on or prior to the Maturity Date; and (vi) If the holder proposes to convert the outstanding principal into Units (which is triggered at the option of the holder or redemption by the Corporation, both prior to the Maturity Date), the Corporation shall have the option to: (a) issue the Units at the conversion price to the holder; or (b) return the principal amount and accrued interest in cash to the holder plus an amount equal to 10% of the principal amount.

100% of the net proceeds of the Offering will be utilized within the Corporation's wholly owned subsidiary, Production Resources Inc. ("PRI"), to pursue a growing oil and gas services opportunity. PRI is proposing to take advantage of its already owned equipment, along with using net proceeds from the Offering to acquire additional equipment and labour to pursue a cement services branch within PRI. This branch of business would pursue the plugging and abandonment of some of PRI's own wells, along with wells owned by other operators in the South Texas region. This diversified services approach benefits both the Corporation on its own wells owned (through PRI) by not having to pay an external third party to assist with the plugging and abandoning our own wells (saving the Corporation up to $12,000 per well) while at the same time allowing for additional revenues to be potentially generated by assisting other operators in the area with the plugging and abandonment of their wells (of which management of the Corporation believes there to be a high demand for in the area).

Specifically, the Corporation anticipates using 100% of the net proceeds as follows: (i) equipment purchases - $170,000; (ii) equipment refurbishing - $110,000; (iii) field testing - $120,000; (iv) permitting and commercialization - $85,000; (v) labour - $100,000; and (vi) any balance leftover would go to working capital purposes. No amounts/0% of the net proceeds shall be paid to: (i) Non-Arm's Length Parties of Nexera; and (ii) Persons conducting Investor Relations Activities, as defined in the TSX Venture Exchange policies.

All of the securities issued pursuant to the private placement are subject to a four-month hold period. The Debentures and the Warrants will not be listed on any stock exchange. Completion of this Offering remains subject to the final approval of the TSX Venture Exchange.

For further information, please contact:

Nexera Energy Inc. President, Shelby D. Beattie, by telephone at (403) 262-6000
Email: info@nexeraenergy.com
www.nexeraenergy.com.

About Nexera Energy Inc.

Nexera Energy Inc. (TSX Venture:NGY) is an energy company with oil producing properties in Southwest Texas. Nexera is owner and operator of the Lavernia, Wooden Horse and Stockdale Horizon Projects. The Company also owns 100% of Production Resources Inc., a South Texas oil company.

Forward Looking Statements

Except for statements of historical fact relating to the Company, certain information contained herein relating to the timing of the filing of financial statements constitutes forward-looking statements. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The forward-looking information contained in this news release is expressly qualified by this cautionary statement. Except as required by applicable securities laws, the Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

Neither 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: Nexera Energy Inc