Mr. Brian Paes-Braga reports
NG ENERGY ANNOUNCES RECEIPT OF C$26.5 MILLION FROM WARRANT EXERCISES
NG Energy International Corp. has received total proceeds of $26,509,500.00 from the exercise of 29,455,000 common share purchase warrants issued on July 31, 2023 (the July, 2026, warrants), which have an exercise price of 90 cents each, with approximately $22-million received since the end of Q1 2026. The company originally issued 35 million July, 2026, warrants in connection with the company's private placement of senior secured convertible debenture units, which was completed on July 31, 2023. The July, 2026, warrants were governed by a warrant indenture dated as of July 31, 2023, among the company and TSX Trust Company. All unexercised July, 2026, warrants have expired as of July 31, 2026, in accordance with their terms and the terms of the warrant indenture.
The exercise of the July, 2026, warrants resulted in the issuance of 29,455,000 common shares in the capital of the company. As of the date hereof and following such issuances, the company has 296,334,964 common shares issued and outstanding.
The proceeds received from the exercise of the July, 2026, warrants have strengthened the company's balance sheet and provide additional capital to support the company's active 2026 operational program, which includes the six-well drilling campaign at the Sinu-9 block, operated by Etablissements Maurel & Prom SA, and the continuing development program at the Maria Conchita block.
Jorge Fonseca, chief executive officer of NG Energy, commented: "The strong response received from the holders of the July, 2026, warrants is a clear vote of confidence in NGE's strategy and momentum. The proceeds received from the exercise of the July, 2026, warrants further strengthen an already-robust balance sheet and ensure we are fully funded to execute our operational programs at both Sinu-9 and Maria Conchita at a time when our activity in our fields has never been greater. On behalf of the entire NGE team, I want to thank our shareholders and long-standing supporters, whose continued commitment is helping drive this exciting period of growth."
Early warning disclosure
The company further announces that Lutry Investments Ltd. has acquired 9.5 million common shares through the exercise of 9.5 million July, 2026, warrants. Following the exercise of the July, 2026, warrants, Lutry beneficially owns and controls 57,132,952 common shares (which represents approximately 19.66 per cent of the company's issued and outstanding common shares as of the date of exercise) and 12.75 million common share purchase warrants of the company. Assuming full exercise of the warrants, Lutry would have control and direction over 69,882,952 common shares, representing 23.03 per cent of the outstanding common shares on a partially diluted basis (as of the date of exercise). Lutry acquired the securities for investment purposes. At this time, Lutry has no current intention to acquire additional securities of the company, dispose of any securities of the company or undertake any of the actions described in clauses (a) through (k) of Item 5 of Form 62-103F1. However, depending on market conditions, general economic and industry conditions, the company's business and financial condition and prospects, and other relevant factors, Lutry may, from time to time, increase or decrease its ownership, control or direction over securities of the company through market transactions, private agreements, treasury issuances, the exercise of convertible securities or otherwise. In satisfaction of the requirements of National Instrument 62-104, Take-Over Bids and Issuer Bids, and NI 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Lutry has filed an early warning report respecting the acquisition of the common shares, containing additional information omitted from this news release, under the company's SEDAR+ profile. A copy of the early warning report filed by Lutry can be obtained from the company's SEDAR+ profile.
About NG Energy International Corp.
NG Energy International is a growth-orientated natural gas exploration and production company focused on delivering long-term shareholder and stakeholder value through the discovery, delineation and development of large-scale oil and gas fields in the Americas, supporting energy transition and economic growth. NG Energy's team has extensive technical and capital markets expertise with a proven record of building companies and creating significant value in North America and South America. In Colombia, the company is executing on this mission with a rapidly growing production base and an industry-leading growth trajectory, delivering natural gas into the premium-priced Colombian marketplace with a goal of being a material supplier of clean natural gas to Colombia and a broader vision of becoming a global energy platform business and providing prosperity for all stakeholders. Over the past three years, the company has successfully raised and deployed over $200-million (U.S.) in debt and equity, monetized 40 per cent of one of its assets for $150-million (U.S.) in cash, and partnered in the construction and commissioning of three gathering, processing and treatment facilities and associated pipelines, with significant capital contributions from insiders who currently own approximately 32 per cent of the company.
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