Mr. Shelby Beattie reports

NEXERA ADVANCES REGULATORY, BALANCE SHEET AND STRATEGIC TRANSFORMATION INITIATIVES AND ANNOUNCES PARTIAL REVOCATION ORDER TO FACILITATE PRIVATE PLACEMENT

Nexera Energy Inc. has provided a corporate update highlighting significant progress on several key initiatives designed to restore full trading, materially strengthen the company's balance sheet, and position Nexera for its proposed transition from oil and gas operations to waste tire recycling.

Regulatory and financial reporting update

Nexera is in the final stages of completing and filing its audited annual financial statements for the year ended March 31, 2026, together with the related management's discussion and analysis, chief executive officer and chief financial officer certifications, and required annual oil and gas disclosures. Completion of these filings represents an important step toward the company seeking full revocation of the cease trade order issued by the Alberta Securities Commission on Aug. 5, 2025.

As described below, the Alberta Securities Commission has granted a partial revocation order permitting Nexera to undertake a limited private placement of up to $320,000, with the proceeds intended to finance required financial disclosure and costs associated with pursuing full revocation of the cease trade order.

Balance sheet restructuring

In parallel with its regulatory efforts, Nexera has negotiated with debtholders to eliminate substantially all debt from its balance sheet through a combination of debt forgiveness and the conversion of certain outstanding indebtedness into equity. Any debt converted into common shares is expected to be converted at a price of five cents per share or higher, subject to final agreements and applicable regulatory and TSX Venture Exchange approvals. Management believes the proposed restructuring, if completed, would represent a significant improvement to Nexera's financial position, substantially reduce legacy obligations and provide the company with greater financial flexibility as it advances its next phase of development.

Strategic transition to waste tire recycling

As previously announced, Nexera intends to file a change of business application with the TSX Venture Exchange in connection with its proposed transition from oil and gas exploration and production to an industrial manufacturing business focused on the recycling of end-of-life tires. The company's proposed new business will utilize pyrolysis technology, a thermal conversion process designed to transform end-of-life tires into component materials. Nexera believes the proposed transition represents an opportunity to establish a scalable industrial platform within the tire recycling and resource recovery sector. The proposed change of business remains subject to TSX Venture Exchange approval and all other applicable regulatory requirements.

"Nexera is advancing a coordinated plan to address the company's legacy regulatory and financial matters while establishing the foundation for its next stage of growth," said management of Nexera Energy. "Our immediate priorities are to complete the filings required to seek full revocation of the cease trade order and materially strengthen our balance sheet. At the same time, we are advancing our proposed transition into waste tire recycling, which we believe has the potential to establish an entirely new growth platform for Nexera."

Partial revocation order to permit private placement of units

Nexera announces that the Alberta Securities Commission has partially revoked the cease trade order that it had previously issued against the corporation on Aug. 5, 2025, to permit the distribution of units consisting of common shares and warrants for proceeds of up to $320,000 (details on proposed private placement below). The cease trade order was issued as a result of the corporation's failure to file its annual audited financial statements, annual management's discussion and analysis, and certification of annual filings for the year ended March 31, 2025 (which have since been filed by the corporation and the corporation is pursuing a full revocation of the cease trade order). The partial revocation was sought by the corporation solely to permit the corporation to complete a limited private placement financing to finance the preparation of required financial disclosure and costs associated with obtaining a full revocation of the cease trade order.

The corporation is proposing a non-brokered private placement offering of up to $320,000 (up to maximum of 21,333,334 common shares of the corporation). The common shares are to be issued under a unit offering whereby up to a maximum of 21,333,334 units at a subscription price of 1.5 cents per unit are to be offered. Each unit shall consist of one common share of the corporation and one share purchase warrant (each full warrant entitling the holder thereof to purchase one additional common share of the corporation for a period of 24 months from the issuance of the units at a price of 10 cents).

The warrants are subject to an acceleration clause, whereby, if, after four months and one day following the date the warrants are issued, the closing price of the common shares of the corporation on the principal market on which such shares trade is equal to or exceeds 15 cents for 30 consecutive trading days (with the 30th such trading date hereafter referred to as the eligible acceleration date), the warrant expiry date shall accelerate to the date that is 30 calendar days following the date a news release is issued by the corporation announcing the reduced warrant term, provided, no more than five business days following the eligible acceleration date: (i) the news release is issued; and (ii) notices are sent to all warrantholders.

The corporation intends to allocate the proceeds from the offering in the following approximate amounts: (i) additional audit fees (annual financial statements for 2026 year-end) -- $125,000; (ii) additional accounting and financial reporting support -- negative $135,000; (iii) TSX Venture Exchange fees -- $5,000; (iv) fees due to securities regulators -- $30,000; and (v) legal fees (applications, compliance, offering) -- $25,000. The corporation reasonably expects that the proceeds raised from the offering will be sufficient to bring its continuous disclosure records up to date and to pay any outstanding fees. The corporation intends to continue its application for a full revocation of the cease trade order.

All of the common shares and warrants issued pursuant to the offering will remain subject to the cease trade order until a full revocation order is granted, the issuance of which is not certain, and thereafter, are subject to a four-month hold period. The warrants will not be listed on any stock exchange. Completion of this offering remains subject to the final approval of the TSX Venture Exchange.

We seek Safe Harbor.