Altura Energy Announces Closing of Brokered Private Placement

Globe and Mail

a day ago

Vancouver, British Columbia--(Newsfile Corp. - June 11, 2025) - Altura Energy Corp. (TSXV: ALTU) (FSE: Y020) (the " Company") is pleased to announce that the Company has closed its previously announced (see news releases dated April 15, 2025, May 14, 2025 and May 26, 2025) brokered private placement offering of 19,855,000 units of the Company (the " Units") at a price of $0.10 per Unit (the " Issue Price") for gross proceeds to the Company of $1,985,500 (the " Offering").
The Offering
Each Unit consisted of one common share of the Company (a " Common Share") and one Common Share purchase warrant (a " Warrant"). Each Warrant entitles the holder thereof to purchase one additional Common Share (a " Warrant Share") at an exercise price of $0.25 at any time on or before June 11, 2030. In the event that the closing price of the Common Shares on the TSX Venture Exchange (or such other stock exchange the Common Shares may be listed on from time to time) is equal to or greater than $0.75 for a period of twenty consecutive trading days (the " Acceleration Event"), the Company may, within five trading days following the Acceleration Event, upon issuing a news release, accelerate the expiry date of the Warrants to the date that is not less than 30 days following the date of such news release (the " Acceleration"). The securities issued under the Offering have a hold period of four months and one day from the closing of the Offering, expiring on October 12, 2025, in accordance with applicable securities laws.
The Offering was conducted by Haywood Securities Inc. (the " Agent") as sole agent and bookrunner. In connection with the Offering, the Agent received a cash commission of $138,985 and 1,389,850 compensation options (the " Compensation Options"), and a corporate finance fee of $100,000, paid 25% in cash and 75% in the form of units of the Company, having the same terms and conditions as the Units (the " CF Fee Units"). Each Compensation Option entitles the holder thereof to purchase one unit of the Company, having the same terms and conditions as the Units (the " Compensation Units") at a price of $0.10 per Compensation Unit at any time on or before June 11, 2030, subject to Acceleration. The Compensation Options, and the securities underlying the Compensation Options, and the CF Fee Units, and the securities underlying the CF Fee Units, have a hold period of four months and one day from the date of issuance, expiring on October 12, 2025, in accordance with applicable securities laws.
Concurrent with the closing of the Offering, the Company made a partial repayment of US$150,000 to ANB Bank (the " Lender"), an arms-length lender, towards an existing loan facility in place with the Lender from the proceeds of the Offering. This leaves the loan facility with an outstanding balance of US$205,000 owing to the Lender, which the Company will pay in monthly payments of US$10,000 beginning on September 21, 2025. The Company intends to use the remaining net proceeds of the Offering for the development of the Company's property interests working capital and general corporate purposes.
Mr. Ian Telfer, a director of the Company, participated in the Offering, subscribing for 1,000,000 Units for gross proceeds to the Company of $100,000, and Mr. Telfer is a related party of the Company pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101"). As a result, the Mr. Telfer's participation in the Offering constitutes a "related party transaction". The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Sections 5.5(a) and 5.7(1)(a), respectively, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, Mr. Telfer's participation in the Offering exceeds 25% of the Company's market capitalization.
The Settlement
Additionally, the Company also closed the previously announced settlement of outstanding payables of $231,000 owing to Jasper Management & Advisory Corp. (" JMAC") for accounting, auditing and corporate governance services rendered over the past twenty months, which was settled for $150,000 and the remaining amount owing was written off by JMAC (the " Payables Settlement"). Pursuant to the Payables Settlement, the Company issued 1,500,000 Common Shares at a deemed price of $0.10 per Common Share to JMAC. The Common Shares issued pursuant to the Payable Settlement have a hold period of four months and one day from the date of issuance, expiring on October 12, 2025, in accordance with applicable securities laws.
JMAC is a related party of the Company pursuant to MI 61-101, as it is controlled by Gordon Keep, a director of the Company. As a result, the Payables Settlement constitutes a "related party transaction". The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Sections 5.5(a) and 5.7(1)(a), respectively, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Payables Settlement exceeds 25% of the Company's market capitalization.
Additionally, the Company also intends to close the previously announced settlement of outstanding indebtedness totaling $526,683 (the " Debt Settlement") owing to Nancy Burke. Pursuant to the Debt Settlement, the Company proposes to issue 5,266,830 Common Shares at a deemed price of $0.10 per Common Share, subject to the approval of the TSX Venture Exchange. The above-noted Common Shares will be issued to Ms. Burke as settlement for an unsecured loan, bearing interest at a rate of 8%, in the principal amount of $475,000, advanced to the Company on December 5, 2023 to help satisfy the Company's then outstanding corporate payables. Prior to the entry into the Debt Settlement agreement with Ms. Burke, the loan amount totaled $526,683, inclusive of accrued interest.
Rendered Services Consulting Fees
The Company and the Agent entered into a strategic advisory services agreement, as amended, pursuant to which the Agent provides the Company with certain strategic advisory services to the Company (the " Advisory Agreement"). Pursuant to the terms of the Advisory Agreement, the Company issued 1,500,000 units of the Company (the " Rendered Services Units") at a deemed price of $0.15 per Unit to the Agent for certain strategic advisory services rendered to the Company to date at a deemed value of $225,000. Each Rendered Services Unit is comprised of one Common Share and one Warrant, each Warrant entitling the holder thereof to purchase one Warrant Share at an exercise price of $0.25 at any time on or before April 11, 2030, subject to the Acceleration. The Rendered Services Units, and the securities underlying the Rendered Services Units, have a hold period of four months and one day from the date of issuance, expiring on October 12, 2025, in accordance with applicable securities laws.
ABOUT ALTURA ENERGY CORP.
Altura Energy Corp. is an exploration and production company with interests in the Holbrook basin of Arizona. For more information, please visit SEDAR+ (www.sedarplus.ca).
FOR FURTHER INFORMATION
Robert Johnston
CEO & Director
[phone]
Forward Looking Statements
Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward-looking statements". Forward-looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Company cautions readers that forward-looking statements, including without limitation those relating to the Company's future operations and business prospects, the intended use of proceeds of the Offering, the completion of the Debt Settlement and receipt of approval of the TSX Venture Exchange in respect thereof, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.