Mr. Shelby Beattie reports

NEXERA ANNOUNCES CLOSING OF FINAL TRANCHE OF ITS PRIVATE PLACEMENT OF UNITS (UNDER PARTIAL REVOCATION ORDER)

Nexera Energy Inc. has, pursuant to the partial revocation of the cease trade order issued against the corporation on Aug. 5, 2025 (see the corporation's press release dated Sept. 15, 2026), closed the final tranche of its previously announced non-brokered private placement. Pursuant to this final tranche closing, an aggregate 6,683,333 units were issued at a price of 1.5 cents per unit, for aggregate consideration of $100,250. Each unit consisted of one common share of the corporation and one share purchase warrant (each full warrant shall entitle the holder thereof to purchase one additional common share of the corporation for a period of 24 months from the issuance of the units at a price of 10 cents). Together with the first tranche closing announced on Oct. 20, 2026, the corporation has issued an aggregate of 21,316,666 units for gross proceeds of $319,750 pursuant to the offering.

The warrants are subject to an acceleration clause whereby, if, after four months and one day following the date the warrants are issued, the closing price of the common shares of the corporation on the principal market on which such shares trade is equal to or exceeds 15 cents for 30 consecutive trading days (with the 30th such trading date hereafter referred to as the eligible acceleration date), the warrant expiry date shall accelerate to the date which is 30 calendar days following the date a press release is issued by the corporation announcing the reduced warrant term, provided, no more than five business days following the eligible acceleration date: (i) the press release is issued; and (ii) notices are sent to all warrantholders.

The corporation intends to allocate the net proceeds from this final tranche in the following approximate amounts: (i) additional audit fees (annual financial statements for 2026 year-end): $39,350; (ii) additional accounting and financial reporting support: $42,500; (iii) TSX Venture Exchange fees: $2,000; (iv) fees due to securities regulators: $9,500; and (v) legal fees (applications, compliance and offering): $6,900. The corporation intends to continue pursuing a full revocation of the cease trade order.

All common shares and warrants issued pursuant to the offering remain subject to the cease trade order until a full revocation order is granted, the issuance of which is not certain. The securities are also subject to applicable statutory resale restrictions, including a four-month hold period. The warrants will not be listed on any stock exchange. The final tranche closing remains subject to final acceptance by the TSX Venture Exchange.

About Nexera Energy Inc.

Nexera Energy is an energy company with oil producing properties in southwestern Texas. The company also now owns 100 per cent of Production Resources Inc., a south Texas oil company.

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