Nexera Announces Partial Revocation Order to Permit Private Placement of Units

Rhea-AI Summary

Nexera Energy (OTC Pink: EMBYF) announced an ASC partial revocation of a cease trade order dated Aug 5, 2025 to permit a non‑brokered private placement of up to $425,000 via units at $0.015 per unit (up to 28,333,334 common shares plus warrants).

Proceeds are earmarked primarily for audit and reporting costs (~$290,000) to regain continuous disclosure compliance; full revocation remains pending and TSXV final approval is required.

AI-generated analysis. Not financial advice.

Positive

• $425,000 private placement approved by partial ASC revocation
• 28,333,334 units available to raise required compliance funding
• Proceeds allocated mainly to $290,000 audit fees to update financials

Negative

• Potential significant dilution: up to 28,333,334 shares at $0.015
• Issued shares/warrants remain subject to the cease trade order until full revocation
• Warrants not listed and include acceleration that may pressure share supply

Calgary, Alberta and San Antonio, Texas--(Newsfile Corp. - April 21, 2026) - Nexera Energy Inc. (TSXV: NGY) (OTC Pink: EMBYF) (the "Corporation", the "Company" or "Nexera") announces that the Alberta Securities Commission ("ASC") has partially revoked the cease trade order that they had previously issued against the Corporation on August 5, 2025 (the "Cease Trade Order") to permit the distribution of units consisting of common shares and warrants for proceeds of up to $425,000 (details on proposed private placement below). The Cease Trade Order was issued as a result of the Corporation's failure to file its annual audited financial statements, annual management's discussion and analysis, and certification of annual filings for the year ended March 31, 2025 (which have since been filed by the Corporation and the Corporation is pursuing a full revocation of the Cease Trade Order). The partial revocation was sought by the Corporation solely to permit the Corporation to complete a limited private placement financing to fund the preparation of required financial disclosure and costs associated with obtaining a full revocation of the Cease Trade Order.

The Corporation is proposing a non-brokered private placement offering of up to $425,000 (up to maximum of 28,333,334 common shares ("Common Shares") of the Corporation). The Common Shares are to be issued under a unit offering whereby up to a maximum of 28,333,334 units ("Units") at a subscription price of $0.015 per Unit are to be offered. Each Unit shall consist of one (1) Common Share of the Corporation and one (1) share purchase warrant (the "Warrant") (each full Warrant shall entitle the holder thereof to purchase one (1) additional Common Share of the Corporation for a period of 24 months from the issuance of the Units at a price of $0.10) (the "Offering").

The Warrants are subject to an acceleration clause whereby if after four months and one day following the date the Warrants are issued, the closing price of the Common Shares of the Corporation on the principal market on which such shares trade is equal to or exceeds $0.15 for 30 consecutive trading days (with the 30^th such trading date hereafter referred to as the "Eligible Acceleration Date"), the Warrant expiry date shall accelerate to the date which is 30 calendar days following the date a press release is issued by the Corporation announcing the reduced warrant term, provided, no more than five business days following the Eligible Acceleration Date: (i) the press release is issued; and (ii) notices are sent to all warrant holders.

The Corporation intends to allocate the proceeds from the Offering in the following approximate amounts: (i) audit fees (annual financial statements for 2026 year-end and amounts owing as to financial year 2025 financial statements) - $290,000; (ii) accounting & financial reporting support -$70,000; (iii) TSX Venture Exchange Fees - $5,000; (iv) fees due to securities regulators - $10,000; (v) reserve engineering report - $15,000; and (vi) legal fees (applications, compliance, offering) - $35,000. The Corporation reasonably expects that the proceeds raised from the Offering will be sufficient to bring its continuous disclosure records up to date, and to pay any outstanding fees. The Corporation intends to continue its application for a full revocation of the Cease Trade Order.

All of the Common Shares and Warrants issued pursuant to the Offering will remain subject to the Cease Trade Order until a full revocation order is granted, the issuance of which is not certain, and thereafter, are subject to a four-month hold period. 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.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/293678

FAQ

What is Nexera's private placement for EMBYF announced April 21, 2026?

It is a non‑brokered unit offering to raise up to $425,000 via units at $0.015 each. According to the company, each unit includes one common share and one warrant exercisable at $0.10 for 24 months.

Why did ASC partially revoke the cease trade order for Nexera (EMBYF)?

The ASC partially revoked the order to allow the limited financing to proceed. According to the company, the revocation permits distribution of units while Nexera completes audits and seeks full revocation.

How will Nexera (EMBYF) use proceeds from the $425,000 offering?

Proceeds are allocated to update financial disclosure and regulatory costs. According to the company, ~$290,000 for audit fees, ~$70,000 accounting support, and remaining funds for fees, legal, and reports.

What are the warrant terms included in Nexera's unit offering (EMBYF)?

Each unit includes a warrant exercisable at $0.10 for 24 months with an acceleration clause. According to the company, acceleration can shorten expiry to 30 days after a press release if share price meets the trigger.

Are the shares and warrants from Nexera's offering tradable immediately for EMBYF investors?

No; shares and warrants remain subject to the cease trade order until full revocation and then a four‑month hold period applies. According to the company, liquidity depends on obtaining full revocation and TSXV approval.