Mr. Kal Malhi reports
HERTZ ENERGY ANNOUNCES INSIDER PARTICIPATION IN PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT
Further to the news release dated Oct. 9, 2026, Coloured Ties Capital Inc. has agreed to participate in the company's previously announced non-brokered private placement of up to $1,607,400.
Coloured Ties, which currently holds 1,176,300 common shares of the company, representing approximately 6.21 per cent of the company's issued and outstanding common shares, has agreed to subscribe for up to 2,777,777 hard-dollar units at a price of 18 cents per HD unit for gross proceeds of up to $500,000. The aggregate size of the offering and the terms of the HD units and the Warrants remain as announced on Oct. 9, 2026.
Assuming completion of the offering as announced, Coloured Ties is expected to hold 3,954,077 common shares of the company, representing approximately 14.96 per cent of the company's issued and outstanding common shares on a non-diluted basis and approximately 23.05 per cent on a partially diluted basis, assuming exercise of the warrants comprising the HD units subscribed for by Coloured Ties and no other issuances. The offering will not result in a change of control of the company.
Kal Malhi, the chief executive officer and a director of the company, is also the chief executive officer and a director of Coloured Ties, and beneficially owns, directly and indirectly, approximately 25.6 per cent of the outstanding common shares of Coloured Ties. Mr. Malhi declared his interest and abstained from voting on the approval of Coloured Ties' participation in the offering.
Related-party transaction
Coloured Ties is a related party of the company for the purposes of MI 61-101 on the basis that Mr. Malhi and his spouse together beneficially own, or exercise control or direction over, more than 50 per cent of the outstanding common shares of Coloured Ties. Its participation in the offering constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on the exemption from the formal valuation requirement in Section 5.5(a) of MI 61-101 and the exemption from the minority shareholder approval requirement in Section 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the securities to be issued to Coloured Ties, nor the consideration to be paid by Coloured Ties exceeds 25 per cent of the company's market capitalization.
The material change report in respect of Coloured Ties' participation in the offering will not be filed at least 21 days before the anticipated closing date of the offering because the participation of Coloured Ties was not settled until shortly before the date of this news release and the company wishes to complete the offering in an expeditious manner.
Completion of the offering remains subject to certain conditions, including receipt of all necessary regulatory approvals, including the final approval of the Canadian Securities Exchange. 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 the Yukon, which has a small indicated high-grade mineral resource and has been underexplored. Hertz also owns the Agastya lithium project amidst Lift Power's Adina and Galine lithium project.
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