(via TheNewswire)
July 11 , 2025, Vancouver, British Columbia – TheNewswire - Supernova Metals Corp. (CSE: SUPR) (FSE: A1S) (“ Supernova ” or the “ Company ”), to be renamed Oregen Energy Corp., has filed an amended and restated offering document related to the previously announced offering of units of the Company (“Supernova Units ”) dated July 11, 2025, that is accessible under the Company ’s issuer profile at www.sedarplus.ca and on the Company ’s website at www.supernovametals.com . Prospective investors should read this offering document before making an investment decision.
The Supernova Units are being offered at a price of $0.36 per Supernova Unit, to be issued in accordance with the ‘listed issuer financing exemption’ in Part 5A of National Instrument 45-106 – Prospectus Exemptions ( “ NI 45-106 ”), in one or more tranches, for gross proceeds of up to $4,000,000 (the “ LIFE Offering ”). Each Supernova Unit will consist of one common share of Supernova (“ Supernova Share ”) and one Supernova Share purchase warrant (a “ Supernova Warrant ”). Each Supernova Warrant shall entitle the holder thereof to purchase one Supernova Share at an exercise price of $0.54 for a period of 24 months following the closing of the LIFE Offering, subject to accelerated expiry in certain circumstances.
Concurrently with the LIFE Offering, the Company, through 1541586 B.C. Ltd. (“ FinanceCo ”), a wholly-owned subsidiary of the Company, is conducting an offering of units of FinanceCo (the “FinanceCo Units ”) at a price of $0.36 per FinanceCo Unit to be issued in a private placement under the “accredited investor” exemption under NI 45-106 for gross proceeds of up to $3,000,000 (the “Private Placement Offering ” and, together with the LIFE Offering, the “Offerings ”). Research Capital Corporation, as lead agent and sole bookrunner, on behalf of a syndicate of agents including Canaccord Genuity Corp. and Roth Canada Inc. (collectively, the “ Agents ”) has been engaged in connection with the Offerings.
Each FinanceCo Unit will consist of one common share of FinanceCo (“FinanceCo Share ”) and one FinanceCo Share purchase warrant (a “FinanceCo Warrant ”). Each FinanceCo Warrant shall entitle the holder thereof to purchase one FinanceCo Share at an exercise price of $0.54 for a period of 24 months following the closing of the Private Placement Offering, subject to accelerated expiry in certain circumstances.
The FinanceCo Warrant and Supernova Warrant are collectively referred to herein as the “ Warrants ”. The Warrants will become exercisable on the day commencing 60 days following the date of issuance. In the event that the volume weighted average trading price of the Supernova Shares on the Exchange, or other principal exchange on which the Supernova Shares are listed, is equal to or greater than $0.72 for any 20 consecutive trading days, the Company may, within 10 business days of the occurrence of such event, deliver a notice to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice (the “ Accelerated Exercise Period ”). Any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.
The net proceeds of the Private Placement Offering will be used for the Acquisition (as defined below), working capital requirements and other general corporate purposes. The net proceeds from the LIFE Offering will be used for working capital and general corporate purposes.
The closing of the Offerings is expected to occur on or about the week of July 14, 2025, or such other date as Supernova and the Agents may agree. Completion of the Offerings remain subject to the satisfaction of a number of conditions, including receipt of the approval of the Canadian Securities Exchange and the delivery of customary closing documents. For further information on the Offerings, please refer to the Company’s press release dated May 20, 2025.
United States Securities Laws
This news release does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of, any securities in the United States or to or for the account or benefit of U.S. persons or persons in the United States, or in any other jurisdiction in which, or to or for the account or benefit of any other person to whom, any such offer, solicitation or sale would be unlawful. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act ”), or the securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States except in compliance with, or pursuant to an available exemption from, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. “United States” and “U.S. person” have the meanings ascribed to them in Regulation S under the U.S. Securities Act.
About Supernova Metals Corp.
Supernova is an oil exploration company focused on acquiring and advancing natural resource opportunities globally. The Company is primarily focused on increasing its ownership interest in Block 2712A located in the Orange Basin, offshore Namibia. The Company is also actively exploring other investment and acquisition opportunities in the Orange and surrounding basins.
On Behalf of the Board of Directors
Mason Granger
Chief Executive Officer & Director
Contact Information:
T: 604.737.2303
E: info@supernovametals.com
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Forward-Looking Statements:
This news release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts are forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements that relate to the completion of the Offerings and the timing in respect thereof, the use of proceeds of the Offering, and timely receipt of all necessary approvals, including the approval of the Canadian Securities Exchange.
Statements contained in this release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of Supernova. Such statements can generally, but not always, be identified by words such as “ expects ”, “ plans ”, “ anticipates ”, “ intends ”, “ estimates ”, “ forecasts ”, “ schedules ”, “ prepares ”, “ potential ” and similar expressions, or that events or conditions “ will ”, “ would ”, “ may”, “ could ” or “ should ” occur. All statements that describe the Company ’ s plans relating to operations and potential strategic opportunities are forward-looking statements under applicable securities laws. These statements address future events and conditions and are reliant on assumptions made by the Company ’ s management, and so involve inherent risks and uncertainties, as disclosed in the Company ’ s periodic filings with Canadian securities regulators. As a result of these risks and uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ from those currently projected, and there is no representation by Supernova that the actual results realized in the future will be the same in whole or in part as those presented herein. Supernova disclaims any intent or obligation to update forward-looking statements or information except as required by law. Readers are referred to the additional information regarding Supernova ’ s business contained in Supernova ’ s reports filed with the securities regulatory authorities in Canada. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more information on Supernova and the risks and challenges of its business, investors should review Supernova ’ s filings that are available at www.sedarplus.ca.
Supernova provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information.
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