Mr. Mason Granger reports
OREGEN COMPLETES INVESTMENT IN BLOCK 2712A OFFSHORE LICENSE IN ORANGE BASIN, NAMIBIA AND CLOSING OF INITIAL TRANCHE OF BROKERED EQUITY FINANCING FOR $3.6 MILLION
Further to the previous announcement on May 20, 2025, Oregen Energy Corp. (formerly Supernova Metals Corp.) has completed the acquisition of all of the outstanding share capital of the privately held Oranam Energy Ltd. The acquisition proceeded pursuant to a share exchange agreement entered into between the company, Oranam and each of the shareholders of Oranam, and dated May 12, 2025. The company has received conditional approval for the acquisition and the offerings (as defined below) from the Canadian Securities Exchange. Resumption of trading of the common shares of the company under the symbol ORNG remains subject to satisfaction of the remaining filing requirements with the Canadian Securities Exchange. The company will provide an update as to the resumption of trading of the Oregen shares once a date has been confirmed.
Through the acquisition, the company has acquired an additional 36.0-per-cent gross equity interest in WestOil Ltd., a private company that owns a 70-per-cent interest in block 2712A offshore Namibia Orange basin, one of the world's most active offshore exploration frontiers. The Orange basin has attracted significant industry interest following recent multibillion-barrel discoveries in adjacent blocks, including Galp's Mopane, TotalEnergies' Venus, Shell's Graff and Rhino/BP-ENI joint venture's Capricornus discoveries. Block 2712A covers 5,484 square kilometres and is strategically located near these discoveries, offering substantial exploration potential. The company currently controls a 12.5-per-cent equity interest in WestOil through its subsidiary, NamLith Resources Corp., which represents an 8.75-per-cent net interest in Block 2712A (PEL 107). The additional 36.0-per-cent equity interest in WestOil represents a 25.2-per-cent net interest in Block 2712A (PEL 107), thereby increasing the company's total net interest to 33.95-per-cent and a 48.5-per-cent equity interest in WestOil.
Concurrent offerings
In connection with the closing of the acquisition, the company, together with wholly owned subsidiary, 1541585 B.C. Ltd. (FinanceCo), completed the following private placements for aggregate gross proceeds of $3,635,291, composed of:
-
The first tranche of its previously announced brokered financing composed of
4,771,744
units of the company at a price of 36 cents per Oregen unit issued under the
listed issuer financing exemption
in Part 5A of National Instrument 45-106 (Prospectus Exemptions)
for aggregate gross proceeds of $1,717,828 for which a second and final tranche is expected to occur in early September, 2025. Each Oregen unit consists of one Oregen share and one Oregen share purchase warrant. Each Oregen warrant shall entitle the holder thereof to purchase one Oregen share at an exercise price of 54 cents until Aug. 13, 2027, subject to accelerated expiry in certain circumstances (as set out below).
-
The previously announced brokered financing is composed of
5,326,286
units of FinanceCo at a price of 36 cents per FinanceCo unit issued in a private placement under the accredited investor exemption for aggregate gross proceeds of $1,917,463. Each FinanceCo unit consists of one common share of FinanceCo and one FinanceCo share purchase warrant. Each FinanceCo warrant shall entitle the holder thereof to purchase one FinanceCo share at an exercise price of 54 cents until Aug. 13, 2027.
The offerings were led by Research Capital Corp., as lead agent and sole bookrunner, on behalf of a syndicate of agents including Canaccord Genuity Corp. and Roth Canada Inc.
Pursuant to a three-cornered amalgamation under and subject to the terms and conditions of an amalgamation agreement dated Aug. 13, 2025, among the company, FinanceCo and another wholly owned subsidiary of the company, the FinanceCo shares and FinanceCo warrants were exchanged for 5,326,286 Oregen shares and 5,326,286
Oregen warrants on a one-for-one basis.
Each of the Oregen warrants underlying the Oregen units and broker warrants (as defined below) and those issued in exchange for FinanceCo warrants pursuant to the acquisition will become exercisable on the date that is the later of: (a) Oct. 12, 2025; and (b) 60 days following the second tranche closing date; provided that, if the second tranche closing date has not occurred by Oct. 12, 2025, the warrants shall become exercisable on such date. The company has applied to list the warrants on the CSE, and the warrants are expected to begin trading on the CSE under the symbol ORNG.WT on the CSE shortly after the warrants are eligible to be exercised.
The net proceeds of the private placement offering were used for the acquisition, working capital requirements and other general corporate purposes. The net proceeds from the LIFE offering will be used for working capital and general corporate purposes.
Transaction summary
Pursuant to the exchange agreement, the company acquired all of the outstanding share capital of Oranam in consideration of a one-time cash payment of $1-million (U.S.) and the issuance of 22 million common shares in the capital of the company to the existing shareholders of Oranam.
Following the completion of the acquisition, the leadership team of the company has been reconstituted to consist of: (i) Mason Granger, chief executive officer and a director; (ii) Sean McGrath, chief financial officer and a director; (iii) Stuart Munro, vice-president of exploration; (iv) Michael Humphries, director; and (v) Ken Brophy, director.
The company is at arm's length from Oranam and its shareholders. No finder's fee is payable in connection with completion of the acquisition. In connection with closing of the acquisition, certain of the holders of the consideration shares have agreed to an 18-month escrow arrangement whereby 10 per cent of shares held by such holders are freely tradable as of the date hereof and the remaining shares will be released in three equal tranches of 30 per cent every six months following the date hereof.
Strategic entry into Orange basin
Namibia's Orange basin
has rapidly emerged as one of the world's top new oil plays, with recent multibillion-barrel discoveries by
TotalEnergies, Shell and Galp Energia.
Namibia's Orange basin is emerging as a global oil hot spot, potentially rivalling Guyana and Suriname. Namibia now stands at the forefront of a new deepwater frontier -- poised to reshape global energy geopolitics, attract tens of billions in investment and challenge the dominance of legacy producers.
-
WestOil's
Block 2712A
is directly adjacent to Chevron- and Shell-operated licences in the heart of the basin.
-
Located in a 2,800-
to 3,900-metre water depth, Block 2712A sits within a proven deepwater petroleum system.
Early-mover advantage:
-
Controls a total 33.95-per-cent working interest in Block 2712A from its 48.5-per-cent equity interest in WestOil;
-
One of the few small capitalization publicly traded companies with direct exposure to Orange basin deepwater assets;
-
Actively securing interests in additional offshore blocks; late-stage discussions on
multiple
other opportunities in the Orange basin, as well as the Walvis basin and the
Lu
deritz
basin
of offshore Namibia.
Technical derisking under way:
-
Access to extensive legacy 2-D seismic plus new 3-D seismic acquisition in fourth quarter
2025;
-
Independent technical report (National Instrument 51-101) on Block 2712A completed in second quarter 2025;
-
Geological setting analogous to Venus (TotalEnergies) and Graff (Shell) discoveries.
Strategic farmout plan to accelerate drilling:
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Farmout process launching in 2026, targeting major partners;
-
Structure expected to include upfront cash and carried interest on seismic and initial exploration wells.
Strong team of executives, directors and advisers:
-
Led by an experienced team of capital markets, energy and technical professionals;
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Strategic advisory board includes oil industry veterans Tim O. Hanlon (previously at Tullow Oil) and Adrian Goodisman (previously at Waterous and Moelis).
Coming activities:
-
Acquisition of additional interests in other prospective offshore blocks;
-
New seismic acquisition (fourth quarter 2025);
-
10-plus offshore wells to be drilled in Orange basin, Namibia, by major companies (2025);
-
Farmout process (2026
drilling (late 2026/2027)).
Additional offering details
In the event that the volume-weighted average trading price of the Oregen shares on the CSE or other principal exchange on which the Oregen shares are listed is equal to or greater than 72 cents for any 20 consecutive trading days, the company may, within 10 business days of the occurrence of such event, deliver a notice to the holders of Oregen warrants accelerating the expiry date of the Oregen warrants to the date that is 30 days following the date of such notice. Any unexercised Oregen warrants shall automatically expire at the end of the accelerated exercise period.
The agents were granted an option to increase the size of the LIFE offering by up to an additional 15 per cent in units, exercisable in whole or in part up to two business days before the second tranche closing.
The broker warrants and the securities underlying the broker warrants are subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the issue date. The units, as well as the Oregen shares and Oregen warrants issued to former holders of FinanceCo securities in connection with the acquisition, and the underlying securities, as applicable, will not be subject to any statutory or other hold period.
In connection with the offerings, the company paid cash commission of $190,293
and issued
607,760 broker warrants to the agents. Each broker warrant entitles the holder thereof to acquire one Oregen unit at a price of 36 cents per Oregen unit until Aug.
13, 2027. Each Oregen unit underlying the broker warrants is composed of one Oregen share and one Oregen warrant, with each broker unit warrant exercisable for one Oregen share at a price of 54 cents until Aug. 13, 2027, subject to accelerated expiry in certain circumstances (as set out above).
Name change to Oregen Energy Corp.
Concurrent with closing of the acquisition and the offerings, the company also changed its name to Oregen Energy Corp. Resumption of trading of the common shares of the company under the symbol ORNG remains subject to satisfaction of the remaining filing requirements with the CSE. The new Cusip will be 685768103, and the new ISIN will be CA6857681036. A copy of the certificate and articles of amendment evidencing the change of name has been filed on SEDAR+.
Listing statement
In connection with the acquisition and pursuant to the CSE requirements, the company filed a listing statement under its profile on SEDAR+, which contains relevant details regarding the acquisition, Oranam, WestOil and the resulting issuer.
Related-party disclosure
Each of Mason Granger, chief executive officer and director of the company, and Roger March, a director of the company, who resigned concurrently with the closing of the acquisition, participated in the LIFE offering. The participation by the related parties is considered a related-party transaction for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). However, such participation is not subject to the minority approval and formal valuation requirements under MI 61-101 since there is an applicable exemption from these requirements as neither the fair market value of the subject matter, nor the fair market value of the consideration for the transaction, insofar as it involves the related parties, exceeded 25 per cent of the company's market capitalization. The related parties had previously disclosed their interest in the LIFE offering to the board of directors of the company.
The LIFE offering was approved unanimously by consent resolution of the board. The company intends to file a material change report following the closing of the LIFE offering with details of the participation in the LIFE offering by the related parties. A material change report was not filed 21 days prior to the closing of the LIFE offering pursuant to MI 61-101, but the company deemed this timing to be reasonable in the circumstances to permit it to be able to avail itself of the financing opportunities and complete the LIFE offering in an expeditious manner.
About Oregen Energy Corp.
Oregen is an investment company primarily focused on oil and gas assets in Africa. The company is actively exploring other investment opportunities in the Orange and surrounding basins. Its current flagship investment is a 33.95-per-cent net interest in Block 2712A in the Orange basin, offshore Namibia, an emerging world-class petroleum province with multiple recent discoveries by major operators.
We seek Safe Harbor.
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