Coelacanth Announces Q2 2025 Financial and Operating Results

Coelacanth Announces Q2 2025 Financial and Operating Results

Coelacanth Energy Inc. (TSXV: CEI,OTC:CEIEF) ("Coelacanth" or the "Company") is pleased to announce its financial and operating results for the three and six months ended June 30, 2025. All dollar figures are Canadian dollars unless otherwise noted.

FINANCIAL RESULTS
Three Months Ended

Six Months Ended

June 30

June 30
($000s, except per share amounts)
2025

2024

% Change
2025

2024

% Change











Oil and natural gas sales
4,828

3,164

53

7,494

6,830

10











Cash flow from (used in) operating activities
(1,826 )
(480 )
280

(845 )
2,776

(130 )
Per share - basic and diluted (1)
(-)

(-)

-

(-)

0.01

(100 )











Adjusted funds flow (used) (1)
(600 )
262

(329 )
(2,040 )
1,340

(252 )
Per share - basic and diluted
(-)

-

(-)

(-)

-

(-)











Net loss
(3,464 )
(2,329 )
49

(7,081 )
(3,530 )
101
Per share - basic and diluted
(0.01 )
(-)

100

(0.01 )
(0.01 )
-











Capital expenditures (1)
14,273

2,522

466

39,974

3,785

956











Adjusted working capital (deficiency) (1)






(41,901 )
64,386

(165 )











Common shares outstanding (000s)










Weighted average - basic and diluted
532,274

529,400

1

531,862

529,298

-











End of period - basic






532,866

530,126

1
End of period - fully diluted






591,544

617,804

(4 )

(1) See "Non-GAAP and Other Financial Measures" section.


Three Months Ended

Six Months Ended
OPERATING RESULTS (1)
June 30

June 30

2025

2024

% Change

2025

2024

% Change











Daily production (2)










Oil and condensate (bbls/d)
539

284

90

362

292

24
Other NGLs (bbls/d)
27

39

(31 )
26

38

(32 )
Oil and NGLs (bbls/d)
566

323

75

388

330

18
Natural gas (mcf/d)
3,861

3,724

4

3,588

3,829

(6 )
Oil equivalent (boe/d)
1,210

944

28

986

968

2











Oil and natural gas sales










Oil and condensate ($/bbl)
82.58

97.76

(16 )
84.51

91.34

(7 )
Other NGLs ($/bbl)
26.96

33.26

(19 )
32.19

33.99

(5 )
Oil and NGLs ($/bbl)
79.91

89.86

(11 )
81.01

84.73

(4 )
Natural gas ($/mcf)
2.02

1.55

30

2.77

2.50

11
Oil equivalent ($/boe)
43.86

36.85

19

41.97

38.76

8











Royalties










Oil and NGLs ($/bbl)
17.65

21.97

(20 )
17.20

21.36

(19 )
Natural gas ($/mcf)
-

0.09

(100 )
0.30

0.30

-
Oil equivalent ($/boe)
8.26

7.86

5

7.85

8.48

(7 )











Operating expenses










Oil and NGLs ($/bbl)
10.82

10.34

5

10.77

10.11

7
Natural gas ($/mcf)
1.81

1.72

5

1.80

1.69

7
Oil equivalent ($/boe)
10.86

10.34

5

10.77

10.11

7











Net transportation expenses (3)










Oil and NGLs ($/bbl)
4.43

2.10

111

3.86

2.28

69
Natural gas ($/mcf)
0.70

0.72

(3 )
0.74

0.70

6
Oil equivalent ($/boe)
4.33

3.55

22

4.20

3.54

19











Operating netback (loss) (3)










Oil and NGLs ($/bbl)
47.01

55.45

(15 )
49.18

50.98

(4 )
Natural gas ($/mcf)
(0.49 )
(0.98 )
(50 )
(0.07 )
(0.19 )
(63 )
Oil equivalent ($/boe)
20.41

15.10

35

19.15

16.63

15











Depletion and depreciation ($/boe)
(12.76 )
(14.85 )
(14 )
(13.35 )
(14.63 )
(9 )
General and administrative expenses ($/boe)
(13.69 )
(15.17 )
(10 )
(16.78 )
(14.50 )
16
Stock based compensation ($/boe)
(10.31 )
(14.50 )
(29 )
(13.43 )
(12.25 )
10
Finance expense ($/boe)
(13.02 )
(1.53 )
751

(12.96 )
(1.29 )
905
Finance income ($/boe)
0.64

9.89

(94 )
0.96

10.25

(91 )
Unutilized transportation ($/boe)
(2.75 )
(6.07 )
(55 )
(3.25 )
(4.24 )
(23 )
Net loss ($/boe)
(31.48 )
(27.13 )
16

(39.66 )
(20.03 )
98

(1) See "Oil and Gas Terms" section.
(2) See "Product Types" section.
(3) See "Non-GAAP and Other Financial Measures" section.

Selected financial and operational information outlined in this news release should be read in conjunction with Coelacanth's unaudited condensed interim financial statements and related Management's Discussion and Analysis ("MD&A") for the three and six months ended June 30, 2025, which are available for review under the Company's profile on SEDAR+ at www.sedarplus.ca.

OPERATIONS UPDATE

Coelacanth has surpassed many milestones over its initial three years including:

  • Drilling and testing successful test pads at both Two Rivers East and West in multiple zones.
  • Completing significant infrastructure including a facility capable of ultimately handling 16,000 boe/d and over 23 miles of pipelines to connect wells and facilities to major gathering systems.
  • Obtaining core, pressure and other data that are invaluable in helping define commerciality to the multiple Montney horizons mapped over Coelacanth's 150 section contiguous land block.

Wells recently placed on production from our 5-19 pad have exceeded expectations and we look forward to placing all our wells on production by October 1, 2025 once all planned third party outages and /or major pipeline maintenance is completed in September. Coelacanth will calibrate production to the type curves in our independent reserve report and recently released resource report to determine ultimate recoveries and provide insights into potential drilling and completion optimizations.

Over the next few years, Coelacanth will continue with its business plan that incorporates:

  • Systematically developing the resource using pad development and horizontal multi-frac technology to increase production and maximize cash flow and investment returns.
  • Delineating the lands with vertical and horizontal wells to help in quantifying and understanding the commerciality of its large Montney resource base that includes up to four Montney benches over its 150 contiguous sections of land.
  • Developing and licensing a flexible infrastructure plan that will allow for the resource to be scaled to a much larger production base.

Coelacanth has licensed additional locations on the 5-19 pad, is in the process of licensing additional development pads, delineation locations and additional infrastructure to grow beyond current plant capacity. While commodity prices and available capital will dictate the pace of execution of the business plan, we are very pleased with the results to date and look forward to reporting on new developments as they arise.

OIL AND GAS TERMS

The Company uses the following frequently recurring oil and gas industry terms in the news release:

Liquids
Bbls Barrels
Bbls/d Barrels per day
NGLs Natural gas liquids (includes condensate, pentane, butane, propane, and ethane)
Condensate Pentane and heavier hydrocarbons
Natural Gas
Mcf Thousands of cubic feet
Mcf/d Thousands of cubic feet per day
MMcf/d Millions of cubic feet per day
MMbtu Million of British thermal units
MMbtu/d Million of British thermal units per day
Oil Equivalent
Boe Barrels of oil equivalent
Boe/d Barrels of oil equivalent per day

Disclosure provided herein in respect of a boe may be misleading, particularly if used in isolation. A boe conversion rate of six thousand cubic feet of natural gas to one barrel of oil equivalent has been used for the calculation of boe amounts in the news release. This boe conversion rate is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

NON-GAAP AND OTHER FINANCIAL MEASURES

This news release refers to certain measures that are not determined in accordance with IFRS (or "GAAP"). These non-GAAP and other financial measures do not have any standardized meaning prescribed under IFRS and therefore may not be comparable to similar measures presented by other entities. The non-GAAP and other financial measures should not be considered alternatives to, or more meaningful than, financial measures that are determined in accordance with IFRS as indicators of the Company's performance. Management believes that the presentation of these non-GAAP and other financial measures provides useful information to shareholders and investors in understanding and evaluating the Company's ongoing operating performance, and the measures provide increased transparency to better analyze the Company's performance against prior periods on a comparable basis.

Non-GAAP Financial Measures

Adjusted funds flow (used)
Management uses adjusted funds flow (used) to analyze performance and considers it a key measure as it demonstrates the Company's ability to generate the cash necessary to fund future capital investments and abandonment obligations and to repay debt, if any. Adjusted funds flow (used) is a non-GAAP financial measure and has been defined by the Company as cash flow from (used in) operating activities excluding the change in non-cash working capital related to operating activities, movements in restricted cash deposits and expenditures on decommissioning obligations. Management believes the timing of collection, payment or incurrence of these items involves a high degree of discretion and as such may not be useful for evaluating the Company's cash flows. Adjusted funds flow (used) is reconciled from cash flow from (used in) operating activities as follows:


Three Months Ended

Six Months Ended

June 30

June 30
($000s)
2025

2024

2025

2024
Cash flow from (used in) operating activities
(1,826 )
(480 )
(845 )
2,776
Add (deduct):







Decommissioning expenditures
48

328

187

476
Change in restricted cash deposits
-

422

-

846
Change in non-cash working capital
1,178

(8 )
(1,382 )
(2,758 )
Adjusted funds flow (used) (non-GAAP)
(600 )
262

(2,040 )
1,340

Net transportation expenses
Management considers net transportation expenses an important measure as it demonstrates the cost of utilized transportation related to the Company's production. Net transportation expenses is calculated as transportation expenses less unutilized transportation and is calculated as follows:


Three Months Ended

Six Months Ended

June 30

June 30
($000s)
2025

2024

2025

2024
Transportation expenses
779

826

1,330

1,371
Unutilized transportation
(303 )
(522 )
(580 )
(747 )
Net transportation expenses (non-GAAP)
476

304

750

624

Operating netback
Management considers operating netback an important measure as it demonstrates its profitability relative to current commodity prices. Operating netback is calculated as oil and natural gas sales less royalties, operating expenses, and net transportation expenses and is calculated as follows:


Three Months Ended

Six Months Ended

June 30

June 30
($000s)
2025

2024

2025

2024
Oil and natural gas sales
4,828

3,164

7,494

6,830
Royalties
(910 )
(674 )
(1,401 )
(1,495 )
Operating expenses
(1,195 )
(888 )
(1,923 )
(1,782 )
Net transportation expenses
(476 )
(304 )
(750 )
(624 )
Operating netback (non-GAAP)
2,247

1,298

3,420

2,929

Capital expenditures
Coelacanth utilizes capital expenditures as a measure of capital investment on property, plant, and equipment, exploration and evaluation assets and property acquisitions compared to its annual budgeted capital expenditures. Capital expenditures are calculated as follows: hello


Three Months Ended

Six Months Ended

June 30

June 30
($000s)
2025

2024

2025

2024
Capital expenditures – property, plant, and equipment
370

184

1,038

577
Capital expenditures – exploration and evaluation assets
13,903

2,338

38,936

3,208
Capital expenditures (non-GAAP)
14,273

2,522

39,974

3,785

Capital Management Measures

Adjusted working capital (deficiency)
Management uses adjusted working capital (deficiency) as a measure to assess the Company's financial position. Adjusted working capital (deficiency) is calculated as current assets and restricted cash deposits less current liabilities, excluding the current portion of decommissioning obligations.

($000s) June 30,
2025
December 31,
2024
Current assets
6,439

11,579
Less:



Current liabilities
(53,926 )
(37,234 )
Working capital deficiency
(47,487 )
(25,655 )
Add:



Restricted cash deposits
4,900

4,900
Current portion of decommissioning obligations
686

2,118
Adjusted working capital deficiency (Capital management measure)
(41,901 )
(18,637 )

Non-GAAP Financial Ratios

Adjusted Funds Flow (Used) per Share
Adjusted funds flow (used) per share is a non-GAAP financial ratio, calculated using adjusted funds flow (used) and the same weighted average basic and diluted shares used in calculating net loss per share.

Net transportation expenses per boe
The Company utilizes net transportation expenses per boe to assess the per unit cost of utilized transportation related to the Company's production. Net transportation expenses per boe is calculated as net transportation expenses divided by total production for the applicable period.

Operating netback per boe
The Company utilizes operating netback per boe to assess the operating performance of its petroleum and natural gas assets on a per unit of production basis. Operating netback per boe is calculated as operating netback divided by total production for the applicable period.

Supplementary Financial Measures

The supplementary financial measures used in this news release (primarily average sales price per product type and certain per boe and per share figures) are either a per unit disclosure of a corresponding GAAP measure, or a component of a corresponding GAAP measure, presented in the financial statements. Supplementary financial measures that are disclosed on a per unit basis are calculated by dividing the aggregate GAAP measure (or component thereof) by the applicable unit for the period. Supplementary financial measures that are disclosed on a component basis of a corresponding GAAP measure are a granular representation of a financial statement line item and are determined in accordance with GAAP.

PRODUCT TYPES

The Company uses the following references to sales volumes in the news release:

Natural gas refers to shale gas
Oil and condensate refers to condensate and tight oil combined
Other NGLs refers to butane, propane and ethane combined
Oil and NGLs refers to tight oil and NGLs combined
Oil equivalent refers to the total oil equivalent of shale gas, tight oil, and NGLs combined, using the conversion rate of six thousand cubic feet of shale gas to one barrel of oil equivalent.

The following is a complete breakdown of sales volumes for applicable periods by specific product types of shale gas, tight oil, and NGLs:

Three Months Ended Six Months Ended
June 30 June 30
Sales Volumes by Product Type 2025 2024 2025 2024
Condensate (bbls/d) 17 56 17 38
Other NGLs (bbls/d) 27 39 26 38
NGLs (bbls/d) 44 95 43 76
Tight oil (bbls/d) 522 228 345 254
Condensate (bbls/d) 17 56 17 38
Oil and condensate (bbls/d) 539 284 362 292
Other NGLs (bbls/d) 27 39 26 38
Oil and NGLs (bbls/d) 566 323 388 330
Shale gas (mcf/d) 3,861 3,724 3,588 3,829
Natural gas (mcf/d) 3,861 3,724 3,588 3,829
Oil equivalent (boe/d) 1,210 944 986 968

FORWARD-LOOKING INFORMATION

This document contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "should", "believe", "intends", "forecast", "plans", "guidance" and similar expressions are intended to identify forward-looking statements or information.

More particularly and without limitation, this news release contains forward-looking statements and information relating to the Company's oil and condensate, other NGLs, and natural gas production, capital programs, and adjusted working capital. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions relating to prevailing commodity prices and exchange rates, applicable royalty rates and tax laws, future well production rates, the performance of existing wells, the success of drilling new wells, the availability of capital to undertake planned activities, and the availability and cost of labour and services.

Although the Company believes that the expectations reflected in such forward-looking statements and information are reasonable, it can give no assurance that such expectations will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production, delays or changes in plans with respect to exploration or development projects or capital expenditures, the uncertainty of estimates and projections relating to production rates, costs, and expenses, commodity price and exchange rate fluctuations, marketing and transportation, environmental risks, competition, the ability to access sufficient capital from internal and external sources and changes in tax, royalty, and environmental legislation. The forward-looking statements and information contained in this document are made as of the date hereof for the purpose of providing the readers with the Company's expectations for the coming year. The forward-looking statements and information may not be appropriate for other purposes. The Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Coelacanth is an oil and natural gas company, actively engaged in the acquisition, development, exploration, and production of oil and natural gas reserves in northeastern British Columbia, Canada.

Further Information

For additional information, please contact:

Coelacanth Energy Inc.
Suite 2110, 530 - 8th Avenue SW
Calgary, Alberta T2P 3S8
Phone: (403) 705-4525
www.coelacanth.ca

Mr. Robert J. Zakresky
President and Chief Executive Officer

Mr. Nolan Chicoine
Vice President, Finance and Chief Financial Officer

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/264010

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FINANCIAL RESULTS
Three Months Ended
 
March 31
($000s, except per share amounts)
 2025 

 2024 

 % Change   
 
 

 

 
Oil and natural gas sales
2,666

3,666

(27 )
 
 

 

 
Cash flow from operating activities
981

3,256

(70 )
Per share - basic and diluted (1)
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0.01

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Adjusted funds flow (used) (1)
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1,078

(234 )
Per share - basic and diluted
(- )
-

(- )
 
 

 

 
Net loss
(3,617 )
(1,201 )
201
Per share - basic and diluted
(0.01 )
(- )
100
 
 

 

 
Capital expenditures (1)
25,701

1,263

1,935
 
 

 

 
Adjusted working capital (deficiency) (1)
(25,710 )
67,139

(138 )
 
 

 

 
Common shares outstanding (000s)
 

 

 
Weighted average - basic and diluted
531,445

529,196

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Transaction Highlights

  • Nine Past Producing Uranium mines covered on the Claims having produced several hundred thousand tons of ore grading up to 1% U308
  • Visible Uranium, Vanadium, Copper and Cobalt at Surface with numerous uranium readings up to 21,000 CPS equating to grades .22% U308
  • Close Proximity to major roads with good year round access, power and a uranium mill located within a 75 mile drive
  • Strong Government support for nuclear power and uranium mining projects and a stated objective to reduce reliance on foreign nuclear fuel
  • Staged earn-in allows the company to optimize exploration programs
  • Provides Terra shareholders exposure to two North American assets both with near surface Uranium opportunities in low-risk jurisdictions

Greg Cameron stated "One of my stated goals with Terra was to add another low-risk uranium project to the Company and this transaction does just that. Having toured the properties with our VP Exploration, it is clear from the moment you arrive you are in a uranium district with many old workings, adits, shafts and old infrastructure. I am excited to see work begin this fall and believe there to be a clear path to add significant value for our shareholders."

Rationale Behind the Acquisition

Green Vein Mesa and Wheal Anne Claims offer exposure to uranium projects in the USA with excellent upside in a significant historical uranium district. Terra has made a strategic decision to acquire the Green Vein Mesa and Wheal Anne Claims due to the belief there is more minable uranium present. It is important to note that the encompassing claims have a production history. Both sets of claims are in ideal locations, situated near main roads, secondary roads and have access to power and water sources. In the past, mining operations focused on ore found at or near surface. The process of oxidation led to the formation of various secondary uranium minerals. The Trump Administration has recently enacted historic policies designed to accelerate nuclear power and uranium mining activity in the country"

"This initial project in San Rafael Swell offers significant upside as it is clear that these old mines were abandoned in the 1970's due to a uranium market collapse not because they ran out of uranium to mine," stated Greg Cameron, CEO of Terra. "We believe strongly that we can expand on the previous work through modern exploration technologies like 3D modelling"  added Trevor Perkins VP Exploration.

Project Overview

The San Rafael Swell is a large, uplifted, doubly-plunging anticline in east-central Utah and the Swell forms part of, but contrasts with the surrounding flat-lying rocks, of the Colorado Plateau, a significant uranium mining district in the Western United States. Historical uranium production was undertaken in the region between the late 1940's into the 1970's.  No significant work has been completed in the region in the past 50 years.

The rocks in the San Rafael Swell are predominately sedimentary (Pennsylvanian through Cretaceous), including Triassic and Jurassic formations that are known to host uranium. The project area is underlain by Triassic aged sedimentary rocks of the Moenkopi and Chinle formations. The Chinle outcrops in a continuous belt around the San Rafael Swell and on isolated buttes through the center of the swell. It is widely believed that volcanic ash is the source of uranium for many deposits in the swell. All existing mines and prospects in the Chinle are in the lower, bentonitic part of the Chinle in channel-fill sandstone and surrounding siltstones of the lower Chinle Formation. .  In the Green Vein Mesa area these occur as scour channel fill at the contact with the underlying Moenkopi Formation.

The project is separated into two claim groups 10 km apart. The Wheal Anne Claim Group is the southwest of the two and encompasses approximately 130 hectares covering the former producing Lucky Strike Mine and related uranium occurrences. The Lucky Strike Mine was discovered in 1949 and produced more than 10,000 tons of ore grading 0.22% U 3 O 8 and 0.09% V 2 O 5 . 1

The Green Vein Mesa Claim Group to the northeast encompasses approximately 300 hectares and covers the former producing Payday Mine, Hertz Mine, and Green Vein group of mines. Production numbers for these mines were not located, however the Hertz Mine reportedly had local samples up to 1% U 3 O 8 . 2

A map of a desert with red stars AI-generated content may be incorrect.

Figure 1:  Map of the San Rafael Swell from the Utah Geological Survey. The Wheal Anne and Green Vein Mesa Claim Group locations are shown by the red stars.

Please click to view image

A map of a desert AI-generated content may be incorrect.

Figure 2:  Overview of the Wheal Anne (West)and Green Vein Mesa (East) Claim Groups

Please click to view image

A satellite image of a mountain range AI-generated content may be incorrect.

Figure 3:  The Wheal Anne Claim Group, covering the historical Lucky Strike and Commonwealth Uranium Mines and showings.
Please click to view image

A map of a mountain range AI-generated content may be incorrect.

Figure 4:  The Green Vein Mesa Claim Group, covering the historical Payday, Hertz, Green Vein Group, and Green Vein #5 Uranium Mines.
Please click to view image

A hand holding a device AI-generated content may be incorrect.

Figure 5: Uraninite vein near the Payday Mine workings.
Please click to view image

A wooden structure on a hill AI-generated content may be incorrect.

Figure 6: Green Vein Group Mine workings and ore chute.
Please click to view image

Transaction Overview

To earn its respective interests in each of the Wheal Anne Claims and the Green Vein Mesa, the Company would be required to make the following cash payments, common share issuances and incur exploration expenditures on the respective claims as follows:

Wheal Anne Claims

Cash Payment Share Issuance Exploration Expenditures
To earn a 20% interest USD$20,000 on execution of definitive agreement 500,000 common shares within five business days of the execution of definitive agreement Incur USD$100,000 in expenditures on or before the 1 st year anniversary of the execution of definitive agreement
To earn a 40% interest Additional USD$33,333 on or before the 1 st year anniversary of the execution of definitive agreement Additional 500,000 common shares on or before the 1 st year anniversary of the execution of definitive agreement Incur additional USD$33,333 in expenditures on or before the 2 nd year anniversary of the execution of definitive agreement
To earn a 60% interest Additional USD$46,666 on or before the 2 nd year anniversary of the execution of definitive agreement Additional 500,000 common shares on or before the 2 nd year anniversary of the execution of definitive agreement Incur additional USD$33,333 in expenditures on or before the 3 rd year anniversary of the execution of definitive agreement
To earn an 80% interest Additional USD$60,000 on or before the 3 rd year anniversary of the execution of definitive agreement Additional 500,000 common shares on or before the 3 rd year anniversary of the execution of definitive agreement Incur additional USD$33,334 in expenditures on or before the 4 th year anniversary of the execution of definitive agreement
To earn a 100% interest Additional USD$73,333 on or before the 4 th year anniversary of the execution of definitive agreement Additional 500,000 common shares on or before the 4 th year anniversary of the execution of definitive agreement Incur additional USD$33,333 in expenditures on or before the 5 th year anniversary of the execution of definitive agreement

** Subject to the retention by the Vendors of a two percent (2%) net royalty on the Wheal Anne Claims (the " Wheal Anne Royalty "), with Terra Clean having the option to purchase fifty percent (50%) of the Wheal Anne Royalty at any time by making a total cash payment to the Vendors in the amount of USD$666,666.

Green Vein Mesa Claims

Cash Payment Share Issuance Exploration Expenditures
To earn a 20% interest USD$10,000 on execution of definitive agreement 250,000 common shares within five business days of the execution of definitive agreement Incur USD$50,000 in expenditures on or before the 1 st year anniversary of the execution of definitive agreement
To earn a 40% interest Additional USD$16,667 on or before the 1 st year anniversary of the execution of definitive agreement Additional 250,000 common shares on or before the 1 st year anniversary of the execution of definitive agreement Incur additional USD$13,334 in expenditures on or before the 2 nd year anniversary of the execution of definitive agreement
To earn a 60% interest Additional USD$23,334 on or before the 2 nd year anniversary of the execution of definitive agreement Additional 250,000 common shares on or before the 2 nd year anniversary of the execution of definitive agreement Incur additional USD$13,334 in expenditures on or before the 3 rd year anniversary of the execution of definitive agreement
To earn an 80% interest Additional USD$30,000 on or before the 3 rd year anniversary of the execution of definitive agreement Additional 250,000 common shares on or before the 3 rd year anniversary of the execution of definitive agreement Incur additional USD$13,334 in expenditures on or before the 4 th year anniversary of the execution of definitive agreement
To earn a 100% interest Additional USD$36,667 on or before the 4 th year anniversary of the execution of definitive agreement Additional 250,000 common shares on or before the 4 th year anniversary of the execution of definitive agreement Incur additional USD$13,334 in expenditures on or before the 5 th year anniversary of the execution of definitive agreement

**  Subject to the retention by the Vendors of a two percent (2%) net royalty on the Green Vein Mesa Claims (the " Green Vein Royalty "), with Terra Clean having the option to purchase fifty percent (50%) of the Green Vein Royalty at any time by making a total cash payment to the Vendors in the amount of USD$333,334.

The agreements to acquire an interest in each of the Wheal Anne Claims and the Green Vein Mesa Claims remains subject to the receipt of all regulatory approvals, including the approval of the Canadian Securities Exchange.

All securities issued in connection with these agreements would be subject to a four-month plus one day hold period from the date of issuance in accordance with applicable securities laws.

About Terra Clean Energy Corp.

Terra Clean Energy is a Canadian-based uranium exploration and development company. The Company is currently developing the South Falcon East uranium project within the Fraser Lakes B Uranium Deposit, located in the Athabasca Basin region, Saskatchewan, Canada as well as developing past producing Uranium mines in the San Rafael Swell Emery County, Utah, United States

ON BEHALF OF THE BOARD OF Terra Clean Energy CORP.

"Greg Cameron"
Greg Cameron, CEO

Qualified Person

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101, reviewed and approved on behalf of the company by C. Trevor Perkins, P.Geo., the Company's Vice President, Exploration, and a Qualified Person as defined by National Instrument 43-101.

* The historical results, production, and interpretation described here in have not been verified and are extracted from US Geological Survey reports.  The Company has not completed sufficient work to confirm and validate any of the historical data contained in this news release. The historical work does not meet NI 43-101 standards.  The Company considers the historical work a reliable indication of the potential of the San Rafael Swell and the information may be of assistance to readers.  Information collected during a site visit in September 2025 was collected using an RS-225 "Super-Spec" Spectrometer manufactured, inspected and calibrated in 2025.

Forward-Looking Information

This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information is characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied by such forward-looking information, including statements regarding the potential development of mineral resources and mineral reserves which may or may not occur. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, and general economic and political conditions. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including that all necessary approvals, including governmental and regulatory approvals will be received as and when expected. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether because of new information, future events or otherwise, other than as required by applicable laws. For more information on the risks, uncertainties and assumptions that could cause our actual results to differ from current expectations, please refer to the Company's public filings available under the Company's profile at www.sedarplus.ca .

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

For further information please contact:

Greg Cameron, CEO
info@tcec.energy


Terra Clean Energy Corp
Suite 303, 750 West Pender Street
Vancouver, BC V6C 2T7
www.tcec.energy

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