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LNG Energy closes $471,903 first tranche of placement

2026-08-17 12:04 ET - News Release

Ms. Angel Roa reports

LNG ENERGY GROUP ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT

Further to LNG Energy Group Corp.'s news releases dated May 1, 2026, July 28, 2026, and Aug. 6, 2026, the company has completed the first tranche of its previously announced non-brokered private placement financing of units of the company. The company issued 9,438,071 units at a price of five cents per unit for aggregate gross proceeds of approximately $471,903.

Each unit consists of one common share of the company and one common share purchase warrant, with each warrant exercisable to acquire one common share at a price of 10 cents per share for a period of 36 months from the date of issuance.

The first tranche was completed in accordance with the terms of the partial revocation orders issued by the Ontario Securities Commission (the OSC) on April 23, 2026, and Aug. 6, 2026, each of which partially revoked the failure-to-file cease trade order issued by the OSC against the company on May 7, 2025 (the FFCTO), for purposes of permitting the company to complete the private placement.

Prior to closing of the first tranche, each subscriber of the private placement: (i) received copies of the FFCTO and the partial revocation orders, and (ii) delivered an acknowledgment to the company confirming that all of the company's securities, including the units and the underlying securities issued in connection with the private placement, will remain subject to the FFCTO unless and until the FFCTO is fully revoked, and that the granting of the partial revocation orders by the OSC does not guarantee that a full revocation of the FFCTO will be granted in the future.

The first tranche included subscriptions from insiders of the company for an aggregate of 1,982,688 units or approximately $99,134. This participation by insiders of the company constitutes related party transactions within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Shareholders in Special Transactions. For these transactions, the company has relied on the exemption from the formal valuation requirement contained in Section 5.5(a) of MI 61-101 and has relied on the exemption from the minority shareholder requirements contained in Section 5.7(1)(a) of MI 61-101, as well as the corresponding exemptions contained in Policy 5.9 of the TSX Venture Exchange.

The units issued pursuant to the first tranche are subject to a hold period of four months and one day from the date of issuance in accordance with the policies of the TSX-V and applicable securities legislation, which expires on Dec. 15, 2026.

All of the company's securities, including the units and underlying securities issued in connection with the private placement, will remain subject to the FFCTO unless and until the FFCTO has been fully revoked. The company intends to use the proceeds from the private placement to satisfy its outstanding continuous disclosure obligations and to apply for a full revocation of the FFCTO; however, there can be no assurance that a full revocation order will be obtained.

The closing of the first tranche of private placement remains subject to the final acceptance of the TSX-V. The company anticipates closing a second tranche of the private placement on the week commencing on Aug. 24 and may conduct additional closings prior to the expiry of the partial revocation order.

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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