Calgary, Alberta--(Newsfile Corp. - July 28, 2026) - New Stratus Energy Inc. (TSXV: NSE) ("New Stratus", "NSE" or the "Corporation") is pleased to announce that, further to its news release dated July 17, 2026, it has closed the first tranche (the "First Tranche") of its non-brokered private placement of common shares ("Common Shares") of the Corporation, raising gross proceeds of approximately $6.5 million (the "Offering"). The Corporation also announces it has entered into a debt settlement transaction.

First Tranche

Under the First Tranche, the Corporation issued 13,070,148 Common Shares at a price of $0.50 per Common Share for aggregate gross proceeds of approximately $6.5 million. The Corporation anticipates completing the second and final tranche of the Offering on or about August 4, 2026.

Jose Francisco Arata and Wade Felesky, being executive officers and directors of the Corporation (the "Insiders"), participated in the First Tranche and acquired an aggregate of 177,648 Common Shares, which constitutes a related party transaction within the meaning of TSX Venture Exchange ("TSXV") Policy 5.9 - Protection of Minority Security Holders in Special Transactions ("Policy 5.9") and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation relied on certain exemptions from Policy 5.9 and MI 61-101 in respect of the requirement to obtain minority shareholder approval, as neither the fair market value of the securities issued to, nor the consideration paid by the Insiders, exceeded 25% of the Corporation's market capitalization.

All of the Common Shares issued under the First Tranche are subject to a four-month and one-day statutory hold period. The First Tranche (and the Offering as a whole) is subject to final approval of the TSXV. The Corporation paid $10,500 in finder's fees in connection with the First Tranche.

The proceeds from the Offering will be used to advance due diligence on opportunities in Venezuela.

Debt Settlement

The Corporation announces that it has entered into a debt settlement agreement with a creditor who had provided consulting services to the Corporation. Pursuant to this agreement the Corporation has agreed to issue 467,981 Common Shares to settle approximately $245,000 of outstanding debt (the "Shares for Debt Transaction"). The creditor is an arm's length party.

The completion of the Shares for Debt Transaction is subject to a number of conditions, including the approval of the TSXV. All securities issued pursuant to the Shares for Debt Transaction will be subject to a hold period of four months and one day from the date of issuance, in accordance with applicable securities legislation.

Contact Information

Forward-Looking Information

Certain information set forth in this press release constitutes "forward-looking statements" and "forward-looking information" under applicable securities laws. All information other than statements of historical fact are forward-looking statements. Some of the forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "intends", "projects", "plans", and similar expressions. This press release includes certain forward-looking statements concerning the Offering, including the use of the net proceeds thereof, the timing and completion of the second tranche thereof, and the total size of the Offering, as well as management's objectives, strategies, beliefs and intentions. These statements are not guarantees of future performance. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, including, for example, the risks inherent in oil and gas exploration and production activities, volatility in commodity prices, changes in political conditions, competitive risks and the availability of financing. Such risks and uncertainties may cause the Corporation's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Corporation undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on 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.

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