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Altura Energy Corp. (TSXV: ALTU,OTC:TTLHF) (FSE: Y020) ("Altura" or the "Company") is pleased to announce that the Company has closed its previously announced (see news releases dated January 20, 2026, January 23, 2026 and January 26, 2026) oversubscribed non-brokered private placement offering of 29,705,977 units of the Company (the "Units") at a price of $0.10 per Unit for gross proceeds to the Company of $2,970,597.70 (the "Offering")
The Offering
Each Unit consisted of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share (a "Warrant Share") at an exercise price of $0.25 at any time on or before February 5, 2031. 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"), 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 announcing the Acceleration Event.
The Units were 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.
The Company paid Finder's fees (the "Finders Fees") totaling $174,702 and issued 1,627,020 finder's warrants (the "Finders' Warrants") in accordance with the policies of the TSX Venture Exchange. The Finders' Fees and Finders' Warrants were granted for subscribers introduced by certain arm's length finders. The Finders' Warrants have the same terms and conditions as the Warrants comprising the Units, including, without limitation, being subject to Acceleration.
The securities issued under the Offering, including the Finders' Warrants, have a hold period of four months and one day from the closing of the Offering, expiring June 6, 2026, in accordance with applicable securities laws.
Mr. Ian Telfer, a director of the Company, participated in the Offering, subscribing for 1,000,000 Units for gross proceeds to the Company of $100,000, and Mr. Telfer is a related party of the Company pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As a result, Mr. Telfer's participation in the Offering constitutes a "related party transaction". The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Sections 5.5(a) and 5.7(1)(a), respectively, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, Mr. Telfer's participation in the Offering exceeds 25% of the Company's market capitalization. The Company did not file a material change report at least 21 days in advance of the closing of the Offering as the participation of Mr. Telfer in the Offering had not been confirmed at that time.
Rendered Services Consulting Fees
The Company and Haywood Securities Inc. (the "Agent") entered into a new strategic advisory services agreement, which replaces the prior advisory agreement between the parties, pursuant to which the Agent will provide the Company with certain strategic advisory services to the Company (the "Advisory Agreement"). Pursuant to the terms of the Advisory Agreement, the Company has agreed to issue 2,900,000 units of the Company (the "Rendered Services Units"), at a deemed price of $0.10 per Rendered Services Unit, to the Agent for certain strategic advisory services rendered to the Company to the date of the Advisory Agreement, subject to the approval of the TSX Venture Exchange. Each Rendered Services Unit will be comprised of one Common Share and one Warrant, each Warrant will entitle the holder thereof to purchase one Warrant Share at an exercise price of $0.25 for a period of sixty (60) months. The Rendered Services Units, and the securities underlying the Rendered Services Units, will have a hold period of four months and one day from the date of issuance in accordance with applicable securities laws.
In addition, under the Advisory Agreement, the Company will pay the Agent a monthly consulting fee of US$15,000, plus applicable taxes, payable each 3-month period following the date of the Advisory Agreement in arrears (the "Consulting Fee"), and the Consulting Fee will be settled through the issuance of Common Shares (the "Consulting Fee Shares") at an issue price per Consulting Fee Share equal to the closing price of the Common Shares on the TSX Venture Exchange on the date immediately prior to the issuance of such Consulting Fee Shares, subject to the approval of the TSX Venture Exchange. The Consulting Fee Shares will have a hold period of four months and one day from the date of issuance in accordance with applicable securities laws.
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 issuance of the Rendered Services Units and the Consulting Fee Shares, 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282922
