Not for distribution to U.S. newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, into the United States
Vancouver, BC, Oct. 06, 2026 (GLOBE NEWSWIRE) -- Terra Clean Energy Corp. ("Terra Clean Energy" or the "Company") (CSE: TCEC) (OTCQB: TCEFF) (FSE: C9O0) is pleased to announce the successful closing of its previously announced upsized brokered private placement of units of the Company (the "Units") for aggregate gross proceeds of approximately $1.97 million (the "Brokered Offering"). A portion of the private placement of Units also closed concurrently on a non-brokered basis for additional gross proceeds of $461,062 (the "Non-Brokered Offering" and together with the Brokered Offering, the "Offerings").
The Offerings were led by Centurion One Capital Corp. as lead agent and sole bookrunner (the "Lead Agent") in respect of the Brokered Offering and fiscal advisor in respect of the Non-Brokered Offering.
Greg Cameron, Chief Executive Officer of the Company commented: "We are very pleased to have successfully completed this oversubscribed financing. Centurion One Capital led the raise, served as an anchor investor, and brought together a strong group of long-term investors who share our confidence in Terra Clean Energy's growth strategy. The proceeds will allow us to further advance the Marysvale Uranium Mines Project in Utah, while continuing to position the Company to benefit from the growing demand for secure domestic uranium supply.-
A total of 17,342,257 Units were sold under the Offerings at a price of $0.14 per Unit (the "Issue Price") for aggregate gross proceeds of approximately $2,427,916. Each Unit consists of one common share in the capital of the Company (each, a "Share") and one Share purchase warrant (each, a "Warrant"). The Shares and Warrants issued in connection with the Offerings are subject to a statutory hold period of four months and one day from the Closing Date in accordance with applicable Canadian securities legislation. Each Warrant shall entitle the holder thereof to purchase one Share at a price of $0.22 for a period of three (3) years from October 6, 2026 (the "Closing Date").
The Warrants will be subject to an acceleration right (the "Warrant Acceleration Right") if, on any fifteen (15) consecutive trading days, beginning on the Closing Date, the daily volume weighted average trading price of the Share is greater than $0.44. If the Company exercises its Warrant Acceleration Right, the new expiry date of the Warrants will be the 30th day following the notice of such exercise.
The net proceeds of the Offerings will be used for capital expenditures and general working capital purposes.
In connection with the Offerings, the Lead Agent received: (i) a cash commission of $194,233; and (ii) an aggregate of 1,387,380 broker warrants (the "Broker Warrants"), with each such Broker Warrant entitling the holder to acquire one Unit of the Company at any time for a period of three (3) years from the date of issuance of such Broker Warrant at an exercise price equal to the Issue Price. The Warrants underlying each Unit acquired upon exercise of a Broker Warrant shall be exercisable for a period of three (3) years from the date of issuance of the Broker Warrant.
Insiders of the Company (the "Insiders") acquired an aggregate of 700,000 Units issued under the Offerings. Such Insider's participation in the Offerings constitutes a "related party transaction", as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). A formal valuation was not required under MI 61-101 as the Company is not listed on any of the stock exchanges specified in MI 61-101. Minority shareholder approval was also not required as the fair market value of the consideration for the transaction involving the Insiders does not exceed 25% of the Company's capitalization as of the date hereof.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Contact Information
Terra Clean Energy Corp.
Greg Cameron, Chief Executive Officer
416-277-6174
Email: info@tcec.energy
ABOUT TERRA CLEAN ENERGY CORP.
Terra Clean Energy Corp. is a Canadian-based uranium exploration and development company. The Company is currently developing the South Falcon East uranium project located in the Athabasca Basin region, Saskatchewan, Canada as well as past producing uranium mines in Utah and uranium exploration properties in Wyoming, United States. The Company's strategy is to find and advance late stage uranium projects to support growing demand for Nuclear Power and secure domestic mineral supply chains.
For further information please visit Terra Clean Energy's website at www.tcec.energy.
ABOUT CENTURION ONE CAPITAL CORP.
Centurion One Capital's mission is to ignite the world's most visionary entrepreneurs to conquer the greatest challenges of tomorrow, fueling their ambitions with transformative capital, unparalleled expertise, and a global network of influential connections. Every interaction is guided by our core values of respect, integrity, commitment, excellence in execution, and uncompromising performance. We make principal investments, drawing on the time-honored principles of merchant banking, where aligned incentives forge enduring partnerships. Centurion One Capital: A superior approach to investment banking.
The CSE has not reviewed nor accepts responsibility for the adequacy or accuracy of this release.
Statements in this release that are not historical facts are "forward-looking statements" and readers are cautioned that any such statements are not guarantees of future performance, and that actual developments or results, may vary materially from these "forward-looking statements".
