Mr. Kal Malhi reports

HERTZ ENERGY ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UP TO $1,607,400

Hertz Energy Inc. has arranged a non-brokered private placement for gross proceeds of up to $1,607,400.

The offering will consist of:

• Up to 1,664,150 charity flow-through units of the company (each, a Lake George CFT unit) at a price of 26.5 cents per Lake George CFT unit for gross proceeds of up to approximately $441,000;
• Up to 1,665,600 charity flow-through units of the company (each, a Craig CFT unit) at a price of 25 cents per Craig CFT unit for gross proceeds of up to $416,400;
• Up to 4,166,666 units of the company (each, an HD unit) at a price of 18 cents per HD unit for gross proceeds of up to approximately $750,000.

Each CFT unit will consist of one common share of the company that will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one common share purchase warrant. Each HD unit will consist of one common share and one warrant.

Each warrant will entitle the holder to purchase one common share of the company at a price of 30 cents per warrant share for a period of 24 months from the closing date of the offering, subject to the following acceleration right. If, at any time after the date that is four months and one day after the closing date, the closing price of the common shares on the Canadian Securities Exchange is at or above 50 cents per share for 24 consecutive trading days (the triggering event), the company may, at any time after the triggering event, accelerate the expiry date of the warrants by giving 10 calendar days of notice to the holders of the warrants by way of news release, and, in such case, the warrants will expire on the first day that is 30 calendar days after the date on which such notice is given by the company announcing the triggering event.

The CFT units are being offered to subscribers participating in a charitable flow-through arrangement arranged by a third party. Under that arrangement, a subscriber may donate the FT shares acquired under the offering to a registered charity, which may in turn sell those FT shares to an end purchaser at a price below the issue price of the CFT units. The company is not a party to any such arrangement and makes no representation as to the tax treatment of or the tax consequences to any subscriber of participating in any such arrangement.

Use of proceeds

The gross proceeds from the sale of Lake George CFT units will be used for exploration at the company's Lake George antimony-tungsten project in New Brunswick and the gross proceeds from the sale of Craig CFT units will be used for exploration at the company's Craig silver project in Yukon. The net proceeds from the sale of HD units will be used for general working capital and corporate purposes.

The gross proceeds from the sale of Lake George CFT units will be used to incur, on or before Dec. 31, 2027, resource exploration expenses that will constitute Canadian exploration expenses as defined in Subsection 66.1(6) of the income tax act and flow-through critical mineral mining expenditures as defined in Subsection 127(9) of the income tax act. The gross proceeds from the sale of Craig CFT units will be used to incur, on or before Dec. 31, 2027, resource exploration expenses that will constitute Canadian exploration expenses as defined in Subsection 66.1(6) of the income tax act and flow-through mining expenditures as defined in Subsection 127(9) of the income tax act. The qualifying expenditures will be renounced on a pro rata basis to each subscriber for CFT units with an effective date of no later than Dec. 31, 2026, in accordance with the income tax act.

Closing and conditions

The offering is expected to close on or before Oct. 30, 2026, or such earlier date as the company may determine, and may close in one or more tranches. Completion of the offering is subject to certain conditions, including receipt of all necessary regulatory approvals, including the final approval of the CSE.

The company may pay finders' fees in connection with the offering in accordance with the policies of the CSE, which may include the payment of cash and/or the issuance of warrants.

All securities issued under the offering and any warrant shares issued on exercise of the warrants will be subject to a statutory hold period expiring four months and one day from the date of issuance of such securities.

About Hertz Energy Inc.

Hertz Energy is a British Columbia-based junior exploration company focused on the exploration at its Lake George antimony and tungsten project, which is adjacent to the Lake George antimony mine, which has been tendered by the Province of New Brunswick to Agnico Eagle's critical minerals division, Avenir Minerals. Additionally, Hertz is exploring its Craig Silver project in Yukon, which has a small indicated high-grade mineral resource and has been underexplored. Hertz also owns the Agastya lithium project.

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