Mr. Wade Felesky reports

NEW STRATUS ENERGY ANNOUNCES CORPORATE UPDATE & PRIVATE PLACEMENT

New Stratus Energy Inc. has provided a corporate update as well as a private placement of common shares of the corporation for gross proceeds of up to $7-million.

Colombia update

As previously disclosed on Dec. 1, 2025, New Stratus has entered into a binding memorandum of understanding for a joint venture agreement with a local operator, approved by the Agencia Nacional de Hidrocarburos in Colombia, to jointly acquire and develop existing oil and gas production blocks in Colombia. After several months of negotiation, the definitive agreement was expected to be executed by the end of June, 2026. However, with the change in government in Colombia, following the run-off election on June 21, 2026, the definitive agreement is now expected to be signed after the official transition on Aug. 7, 2026.

Venezuela update

New Stratus is working with numerous partners to acquire working interests in existing joint ventures (Empresas Mixtas) with Petroleos de Venezuela S.A. (PDVSA) and to sign new production sharing contracts to operate oil fields presently under administration by PDVSA. The corporation is negotiating directly with United States oil services, operating and financial companies to sign memoranda of understanding (MOUs) to then negotiate the contracts with PDVSA as contemplated in the new hydrocarbon law enacted on Jan. 29, 2026.

Since the U.S. government lifted all previously imposed sanctions earlier this year, New Stratus has been actively analyzing and prioritizing different oil and gas assets based on recoverable reserves, production potential and infrastructure status in conjunction with its U.S. partners. Currently, New Stratus has five active opportunities in the final MOU stage.

Private placement

The corporation intends to complete a non-brokered private placement of common shares at a price of 53 cents per common share for aggregate gross proceeds of up to $7-million (approximately $5-million (U.S.)). Certain of the corporation's large shareholders have agreed to participate in the offering.

Closing of the offering is expected to occur on or about July 28, 2026. In accordance with applicable securities laws, all common shares issued under the offering will be subject to a hold period expiring four months and a day following the date of closing. Closing of the offering is subject to certain conditions including the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange.

Certain directors and officers of the corporation have advised that they expect to subscribe for common shares in the offering. Insider participation in the offering would be considered to be related party transactions within the meaning of Multilateral Instrument 61-101. The corporation expects to rely on certain exemptions from the requirement under MI 61-101 to obtain minority shareholder approval for the insider portions of the offering as neither the fair market value of any securities issued to, or the consideration paid by such persons, will exceed 25 per cent of the corporation's market capitalization.

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

New Stratus board of directors update

Wade Felesky, currently president and director of the corporation, will remain president and will additionally assume the role of chairman of the board of directors. Jose Francisco Arata will remain in his current role as chief executive officer and director of the corporation.

We seek Safe Harbor.