Mr. Wade Felesky reports

NEW STRATUS ENERGY CLOSES FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

Further to its news release dated July 17, 2026, New Stratus Energy Inc. has closed the first tranche of its non-brokered private placement of common shares of the corporation, raising gross proceeds of approximately $6.5-million. The corporation also announces it has entered into a debt settlement transaction.

First tranche

Under the first tranche, the corporation issued 13,070,148 common shares at a price of 50 cents per common share for aggregate gross proceeds of approximately $6.5-million. The corporation anticipates completing the second and final tranche of the offering on or about Aug. 4, 2026.

Jose Francisco Arata and Wade Felesky, being executive officers and directors of the corporation (the insiders), participated in the first tranche and acquired an aggregate of 177,648 common shares, which constitutes a related party transaction within the meaning of TSX Venture Exchange Policy 5.9, Protection of Minority Security Holders in Special Transactions, and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The corporation relied on certain exemptions from Policy 5.9 and MI 61-101 in respect of the requirement to obtain minority shareholder approval as neither the fair market value of the securities issued to nor the consideration paid by the insiders exceeded 25 per cent of the corporation's market capitalization.

All of the common shares issued under the first tranche are subject to a four-month-and-one-day statutory hold period. The first tranche (and the offering as a whole) is subject to final approval of the TSX-V. The corporation paid $10,500 in finders' fees in connection with the first tranche.

The proceeds from the offering will be used to advance due diligence on opportunities in Venezuela.

Debt settlement

The corporation announces that it has entered into a debt settlement agreement with a creditor who had provided consulting services to the corporation. Pursuant to this agreement, the corporation has agreed to issue 467,981 common shares to settle approximately $245,000 of outstanding debt. The creditor is an arm's-length party.

The completion of the shares-for-debt transaction is subject to a number of conditions, including the approval of the TSX-V. All securities issued pursuant to the shares-for-debt transaction will be subject to a hold period of four months and one day from the date of issuance, in accordance with applicable securities legislation.

We seek Safe Harbor.