Mr. Robert Johnston reports
ALTURA ENERGY ANNOUNCES UPSIZE OF NON-BROKERED PRIVATE PLACEMENT TO APPROXIMATELY $2 MILLION
Due to strong market demand, Altura Energy Corp. has elected to increase the size of its previously announced non-brokered private placement to accommodate additional investor interest. Altura will now issue approximately 20 million units of the company at a price of 10 cents per unit for gross proceeds to the company of approximately $2-million.
Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at an exercise price of 25 cents at any time up to 60 months following the closing date (as defined herein). 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 75 cents for a period of 20 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 30 days following the date of such news release.
The units to be issued under the offering will be offered by way of private placement pursuant to applicable exemptions from the prospectus requirements in each of the provinces of Canada and in jurisdictions outside of Canada, including the United States, as determined by the company, provided that no prospectus filing, registration or comparable obligation arises in such other jurisdiction.
The net proceeds from the offering will be utilized by the company for site maintenance and additional well recompletions as well as for working capital and general corporate purposes.
Finders' fees may be paid and finder warrants may be issued in accordance with the policies of the TSX-V. The finder warrants may be granted for subscribers introduced by certain finders, and, if issued, such finder warrants have the same terms and conditions as the warrants comprising the units, including, without limitation, being subject to acceleration.
The offering is expected to close on or around Jan. 30, 2026, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX-V. The securities to be issued under the offering, including any finder warrants, will have a hold period of four months and one day from the closing date in accordance with applicable securities laws.
The company anticipates that insiders will subscribe for units. The issuance of units to insiders is considered a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of mi 61-101 in respect of the offering as neither the fair market value of the subject matter of nor the fair market value of the consideration for the offering, insofar as it involves the insiders, is anticipated to exceed 25 per cent of the company's market capitalization.
About Altura Energy Corp.
Altura Energy is an exploration and production company with interests in the Holbrook basin of Arizona.
We seek Safe Harbor.
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