Calgary, Alberta--(Newsfile Corp. - August 6, 2025) - New Stratus Energy Inc. (TSXV: NSE) ("New Stratus", "NSE" or the "Corporation") is pleased to announce a non-brokered private placement of 25,090,909 common shares (the "Offered Shares") at an above-market price of CAD$0.55 per Offered Share, for gross proceeds of up to CAD$13,800,000 (approximately USD$10,000,000) (the "Offering").
A single purchaser (the "Purchaser") is expected to purchase all of the Offered Shares to be issued under the Offering as a strategic investment (the "Strategic Investment") and pursuant to the terms of a non-binding letter of intent. The Purchaser currently holds nil common shares of the Corporation (each, a "Common Share") and upon closing of the Offering, will own 25,090,909 Common Shares, representing 15.75% of the then issued and outstanding Common Shares on a non-diluted basis. Complete details of the Offering and Strategic Investment will follow in a subsequent release upon the parties' execution of a binding subscription agreement (the "Subscription Agreement") and containing customary terms and conditions of a transaction of this type and nature.
The Offering is expected to close on or about August 15, 2025 and is subject to the satisfaction of certain conditions, including execution of the Subscription Agreement with the proposed Purchaser and receipt of acceptance by the TSX Venture Exchange (the "TSXV"). The Offered Shares issued in connection with the Offering will be subject to a hold period of four months and one day from the date of closing, in accordance with applicable Canadian securities laws.
The Corporation intends to use the net proceeds of the Offering to fund the first and second stage investments as consideration pursuant to the Corporation's farm-in transaction with Vultur Oil (see NSE's press release dated August 5, 2025) and for general corporate purposes.
Contact Information
Jose Francisco Arata
Chairman & Chief Executive Officer
jfarata@newstratus.energy
Wade Felesky
President & Director
wfelesky@newstratus.energy
Mario Miranda
Chief Financial Officer
mmiranda@newstratus.energy - (647) 498-9109
Forward-Looking Information
Certain information set forth in this news release constitutes "forward-looking statements", and "forward-looking information" under applicable securities legislation (collectively, "forward-looking statements"). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements may be identified by the use of conditional or future tenses or by the use of words such as "will", "expects", "intends", "may", "should", "estimates", "anticipates", "believes", "projects", "plans", and similar expressions, including variations thereof and negative forms. Forward-looking statements in this news release include, among others, the terms the Offering and Strategic Investment, including the terms and conditions of the Subscription Agreement; receipt of required legal and regulatory approvals for the Offering (including approval of the TSXV); the timing and completion of the Offering; and the use of proceeds from the Offering. Forward-looking statements are based upon the opinions, expectations and estimates of management of the Corporation as at the date the statements are made and are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. In light of the risks and uncertainties associated with forward-looking statements, readers are cautioned not to place undue reliance upon forward-looking information. Although the Corporation believes that the expectations reflected in the forward-looking statements set out in this news release, it can give no assurance that such expectations will prove to have been correct. The forward-looking statements of the Corporation contained in this news release are expressly qualified, in their entirety, by this cautionary statement.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act (and applicable state securities requirements) or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
Note on Currency and Exchange Rates
In this news release, references to "$" or to "US$" are to United States dollars. In this news release, the Corporation has used a currency exchange rate of US$1.00 = CAD$1.38
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/261437
SOURCE: New Stratus Energy Inc.
