11:48:32 EDT Thu 02 May 2024
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Nexera Energy has no material changes

2023-05-15 17:42 ET - News Release

Mr. Shelby Beattie reports

NEXERA PROVIDES UPDATE ON DELAYED FILING OF ANNUAL FINANCIAL STATEMENTS AND MD&A AND MANAGEMENT CEASE TRADE ORDER

Nexera Energy Inc. is providing a biweekly default status report in accordance with National Policy 12-203, Management Cease Trade Orders.

On May 2, 2023, the company announced that, for the reasons disclosed in the news release and default announcement, the filing of its annual financial statements, accompanying management discussion and analysis, and related chief executive officer and chief financial officer certifications for the period ended Dec. 31, 2021, would not be completed by the prescribed filing deadline.

As a result of these delays and as further disclosed in the company's news release dated April 21, 2023, the company pro-actively applied to its principal regulator, the Alberta Securities Commission (ASC), for a management cease trade order (MCTO) in regard to these annual filings and the ASC granted the MCTO to the company. The MCTO restricts all trading in securities of the company, whether direct or indirect, by the CEO and the CFO of the company until such time as the annual filings have been filed by the company. The MCTO does not affect the ability of shareholders who are not insiders of the company to trade their securities.

The company's board of directors and its management confirms that they are working expeditiously to meet the company's filing obligations and expect to file the annual filings on or before May 31, 2023.

As required by the alternative information guidelines specified by National Policy 12-203, the company reports that since the default announcement and any subsequent news release disclosure there have not been any changes to the information set out in the default announcement that would reasonably be expected to be material to an investor nor any failure by the company to fulfill its intentions as stated therein with respect to satisfying the provisions of the alternative information guidelines, and there are no additional defaults or anticipated defaults subsequent to the disclosure therein, other than the delay in filing the annual filings. Further, there is no additional material information concerning the affairs of the company that has not been generally disclosed and there are no insolvency proceedings against the company as of the date of this default status report.

Until the annual filings have been filed, the company intends to continue to satisfy the provisions of the alternative information guidelines set out in NP 12-203 by issuing biweekly default status reports in the form of further news releases, which will also be filed on SEDAR. To the extent applicable, the company is scheduled to file its next default status report in two weeks from the date hereof.

Also, further to the news release of the corporation dated April 20, 2023, the subscription of debentures by an insider of the company (Graham Carter (a director of the company) -- $300,000 in debentures) may be considered a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, however, the corporation will rely upon available exemptions from the minority shareholder approval and valuation requirements set forth in that instrument (the fair market value of these subscriptions being less than 25 per cent of the corporation's market capitalization (exemptions found in sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions)). The actions disclosed herein were approved by the board of directors of the corporation via written resolution, signed and approved by all directors.

About Nexera Energy Inc.

Nexera is an energy company with oil producing properties in southwest Texas. Nexera is owner and operator of the Lavernia, Wooden Horse and Stockdale Horizon projects. The company also owns 100 per cent of Production Resources Inc., a south Texas oil company.

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