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LNG Energy receives second partial revocation order

2026-08-07 07:00 ET - News Release

Mr. Angel Roa reports

LNG ENERGY GROUP ANNOUNCES ISSUANCE OF SECOND PARTIAL REVOCATION ORDER AND FURTHER DETAILS ON PRIVATE PLACEMENT FINANCING

The Ontario Securities Commission issued a second partial revocation order on Aug. 6, 2026, partially revoking the failure-to-file cease trade order issued against LNG Energy Group Corp. on May 7, 2025, for failing to file certain outstanding continuous disclosure documents. The second order replaces the first partial revocation order previously issued by the OSC on April 23, 2026, which was deemed to be terminated on July 22, 2026. The second order permits the company to continue its previously announced private placement financing, as announced on May 1, 2026, for the purposes of: (i) filing its outstanding continuous disclosure documents; (ii) paying accounting, audit and legal fees associated with the preparation and filing of the relevant continuous disclosure documents; (iii) paying costs and fees associated with the private placement; (iv) paying legacy accounts payable; (iv) paying filing fees, including for the application for a full revocation of the FFCTO; and (v) financing working capital and general and administrative expenses until a full revocation of the FFCTO is obtained.

The second order of the FFCTO was pursued to permit the company to continue its private placement of units of the company for aggregate gross proceeds of up to $2-million. Each unit will continue to be priced at five cents and will comprise one common share of the company and one common share purchase warrant with each warrant being exercisable to acquire one common share at a price of 10 cents per share for a period of 36 months following the closing date of the private placement. The private placement will be conducted on a prospectus exempt basis with investors: (i) resident in Canada in reliance on, and in accordance with, the accredited investor exemption in Section 73.3 of the Securities Act (Ontario) or Section 2.3 of National Instrument 45-106 (Prospectus Exemptions), as applicable; (ii) in the United States pursuant to available exemptions from U.S. registration requirements and in accordance with Ontario Securities Commission Rule 72-503 (Distributions Outside Canada); and (iii) in such offshore jurisdictions pursuant to available prospectus or registration exemptions in accordance with applicable laws. The company also intends to issue units to certain arm's-length creditors in settlement of bona fide debts in reliance upon the securities for debt exemption contained in Section 2.14 of NI 45-106.

Prior to completion of the private placement, each participant will receive a copy of the FFCTO, the first order and the second order, and will be required to provide an acknowledgment to the company that all of the company's securities, including the securities issued in connection with the private placement, will remain subject to the FFCTO until such order is fully revoked, and that the granting of a partial revocation of the FFCTO does not guarantee the issuance of a full revocation order in the future. In addition, all securities issued pursuant to the private placement will be subject to a hold period of four months and a day from the closing date of the private placement.

The second order will terminate on the earlier of: (i) the completion of the private placement; and (ii) Nov. 4, 2026, being 90 days from the date on which the second order was issued. There can be no assurances that the private placement will be completed on the terms set out herein, or at all, or that the proceeds of the private placement will be sufficient for the purposes of the company. The company will also issue appropriate press releases and file material change reports on SEDAR+, as applicable, upon completion of the private placement.

About LNG Energy Group Corp.

The company is focused on the acquisition and development of natural gas production and exploration assets in Latin America.

We seek Safe Harbor.

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