Nexera Energy Announces Non-Brokered Private Placement of 10% Unsecured Convertible Debentures

CALGARY, AB / ACCESSWIRE / March 6, 2023 / Nexera Energy Inc. (TSX Venture:NGY) (the "Corporation", the "Company" or "Nexera") today reported that the Corporation will complete a non-brokered private placement offering of up to $1,000,000 of convertible unsecured debentures (the "Debentures") of the Corporation (the "Offering")). In addition to the Debentures, each subscriber under the offering will also receive a royalty interest (a "Royalty Interest") of the Corporation (0.01% Royalty Interest (on production) for every $10,000 subscribed for under the Offering. Each 10% Unsecured Convertible Debenture may be converted into units, comprising one common share and one-half share purchase warrant. The Debenture will have a three-year term. The particulars are outlined below.

The details of the Debentures are as follows: (i) the Debentures will mature on the date that is three (3) 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 10% per annum, accrued quarterly and paid annually 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 (and subject to a forced conversion in certain circumstances) into units of the Corporation ("Units") at a conversion rate of $0.05 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 half of 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) the Debentures shall be subject to a forced conversion (only the principal amount and not the interest) whereby if, after four months and one day following the date the Debentures are issued, the volume weighted average price of the Common Shares of the Corporation on the principal market on which such shares trade is equal to or exceeds CDN$0.20 for 20 consecutive trading days, the Debentures shall automatically be converted into Units at a conversion rate of $0.05 per Unit in the first year and $0.10 per Unit thereafter. For further clarity, there is no cost to the investor if the forced conversion is triggered as the debenture is simply converted into units.

The details of the Royalty Interests are as follows: (i) the holder is entitled to receive a royalty (0.01% royalty for every CAD$10,000 subscribed for hereunder) on the Corporation's annual gross production revenue from the first six (6) re-entry wells drilled on the Austin Chalk formation assets (located in Stockdale, Texas) to be acquired by the Corporation with the funds from the Offering (the "Project"); and (ii) the Corporation shall deliver to the holder within 120 days after the end of each fiscal year, a copy of the internally prepared calculation of the annual gross production revenue (as actually received and collected) from the Project, along with the applicable royalty payment.

The net proceeds of the Offering will be used to: (i) acquire certain re-entry well assets (in the Austin Chalk formation) in Stockdale, Texas.

All of the securities issued pursuant to the private placement are subject to a four-month hold period. The Debentures, the Royalty Interests 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.

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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.