Vancouver, British Columbia--(Newsfile Corp. - July 8, 2025) - CanCambria Energy Corp. (TSXV: CCEC) (FSE: 4JH) (OTCQB: CCEYF) ("CanCambria" or the "Company") is pleased to announce that it intends to issue up to 4,807,693 units (each a "Unit") at a price of $0.52 per Unit for gross proceeds of up to CAD$2,500,000 by way of a non-brokered private placement financing (the "Offering").
Each Unit will be comprised of one common share (each, a "Share") and one share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to acquire one additional common share (each, a "Warrant Share") of the Company at an exercise price of $0.75 per Warrant Share for a period of three (3) years after the closing of the Offering. The Units, Shares, Warrants, and any Shares issued upon the exercise of the Warrants will be subject to a hold period of four months and one day from the date of issuance.
The Company may pay registered persons a finder's fee comprised of 6% of the gross proceeds of the Offering in cash, and such number of non-transferable finder's warrants which equals 6% of the number of Units (the "Finder's Warrants"). Each Finder's Warrant shall entitle the holder to acquire one common share (the "Finder's Warrant Shares") at a price of $0.75 per Finder's Warrant Share for a period of three (3) years from the date of issuance. Other than being non-transferable, each Finder's Warrant shall otherwise be on the same terms as the Warrants. The Units, Shares, Warrants, Warrant Shares, Finder's Warrants, and Finder's Warrant Shares are collectively referred to herein as the "Securities".
The Units will be offered pursuant to available prospectus exemptions set out under applicable securities laws and instruments, including National Instrument 45-106 - Prospectus Exemptions.
It is expected that certain Insiders (as such term is defined under the policies of the TSX Venture Exchange (the "Exchange")) of the Company may participate in the Offering. The participation of Insiders in the Offering will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Offering by Insiders will not exceed 25% of the fair market value of the Company's market capitalization.
The Offering may close in one or more tranches as subscriptions are received. The Securities will be subject to a hold period of four months and one day from the date of issuance. Closing of the Offering, which is expected to occur on or about July 15, 2025, will be subject to satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including approval by the Exchange.
The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of those laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction other than as specified herein, including the United States or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the 1933 Act).
The Company intends to use the net proceeds from the Offering to pay the concession fee per the contract agreement for the Kiskunhalas Hydrocarbon Concession Area with the Hungarian Ministry of Energy and for general working capital and administration purposes.
About CanCambria Energy Corp.
CanCambria Energy Corp. is a Canadian-based exploration and production company specializing in tight gas development. With a globally experienced leadership team, CanCambria focuses on high-quality, de-risked projects with direct access to profitable markets. Leveraging industries' most advanced technologies they aim to commercialize their flagship asset, the 100% owned Kiskunhalas Project in southern Hungary, a significant gas-condensate resource in the heart of Europe.
For additional inquiries, please reach out to:
| Paul Clarke PhD CEO & President paul.clarke@cancambria.com Chris Beltgens VP, Corporate Development chris.beltgens@cancambria.com | Investor Relations - North America KIN Communications Inc. 604-684-6730 ccec@kincommunications.com Email: info@CanCambria.com Website: www.CanCambria.com |
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
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.
Certain information other than statements of historical facts contained in this news release constitutes "forward-looking information" or "forward-looking statements" (collectively, "forward-looking information"). Without limiting the foregoing, such forward-looking information includes statements regarding the Offering, Company's business plans, expectations, capital costs and objectives. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking information. Forward-looking information should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking information is based on information available at the time and/or the Company management's good faith belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company's control. The forward-looking information set forth herein reflects the Company's expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
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SOURCE: CanCambria Energy Corp.
