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Altura Energy Corp. (TSXV: ALTU,OTC:TTLHF) (FSE: Y020) (the "Company") is pleased to announce the initiation of a non-brokered private placement offering of a minimum of 10,000,000 units of the Company (each, a "Unit") at a price of $0.10 per Unit for gross proceeds to the Company of a minimum of $1,000,000 (the "Offering").
Each Unit will consist of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (a "Warrant Share") at an exercise price of $0.25 at any time up to sixty months following the Closing Date (as defined herein). In the event that the closing price of the Common Shares on the TSX Venture Exchange (or such other stock exchange the Common Shares may be listed on from time to time) is equal to or greater than $0.75 for a period of twenty consecutive trading days (the "Acceleration Event"), the Company may, within five trading days following the Acceleration Event, upon issuing a news release, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such news release.
The Units to be issued under the Offering will be offered by way of private placement pursuant to applicable exemptions from the prospectus requirements in each of the provinces of Canada, and in jurisdictions outside of Canada, including the United States, as determined by the Company, provided that no prospectus filing, registration or comparable obligation arises in such other jurisdiction.
The net proceeds from the Offering will be utilized by the Company for site maintenance and additional well recompletions as well as for working capital and general corporate purposes.
Finder's fees (the "Finders Fees") may be paid and finder's warrants (the "Finders' Warrants") may be issued in accordance with the policies of the TSX Venture Exchange. The Finders' Warrants may be granted for subscribers introduced by certain finders, and if issued such Finders' Warrants have the same terms and conditions as the Warrants comprising the Units, including, without limitation, being subject to Acceleration.
The Offering is expected to close on or around January 30, 2026 (the "Closing Date") and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The securities to be issued under the Offering, including any Finders' Warrants, will have a hold period of four months and one day from the Closing Date in accordance with applicable securities laws.
The Company anticipates that insiders will subscribe for Units. The issuance of Units to insiders is considered a related party transaction pursuant to 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 sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the Offering as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves the insiders, is anticipated to exceed 25 per cent of the Company's market capitalization.
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 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.
ABOUT Altura Energy CORP.
Altura Energy Corp. is an exploration and production company with interests in the Holbrook basin of Arizona. For more information, please visit SEDAR+ (www.sedarplus.ca).
FOR FURTHER INFORMATION,
Robert Johnston
Chairman
+1 604-609-6110
Forward-Looking Statements
Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward-looking statements". Forward-looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Company cautions readers that forward-looking statements, including without limitation those relating to the Company's future operations and business prospects, the intended use of proceeds of the Offering, the receipt of necessary approvals, including of the TSX Venture Exchange, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the 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.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/280884
