Nexera Announces Closing of Private Placement of Debentures/Royalty Interests

CALGARY, AB / ACCESSWIRE / April 20, 2023 / Nexera Energy Inc. (TSXV:NGY) (the "Corporation", the "Company" or "Nexera") today reported that the Corporation has closed its previously announced non-brokered private placement. Pursuant to this closing, an aggregate $1,000,000 of convertible unsecured debentures (the "Debentures") of the Corporation (the "Offering") were issued (of which $300,000 of Debentures were acquired by a director of the Corporation). In addition to the Debentures, an aggregate 0.70% of royalty interests ("Royalty Interests") of the Corporation were also issued (0.01% Royalty Interest (details below) for every $10,000 subscribed for under the Offering by non-insiders).

The details of the Debentures are as follows: (i) the Debentures will mature on the date that is three (3) years from the date of issuance (if not otherwise converted or prepaid) (the "Maturity Date"); (ii) the Debentures will bear interest at a rate of 10% per annum, accrued quarterly and paid annually in arrears; (iii) upon maturity or redemption of each Debenture, the Corporation will pay any outstanding principal and any accrued and unpaid interest in cash; (iv) each Debenture may be redeemed early by the Corporation, at its option; (v) the Debentures shall be convertible (only the principal amount and not the interest) at the option of the subscriber (and subject to a forced conversion in certain circumstances) into units of the Corporation ("Units") at a conversion rate of $0.05 per Unit in the first year and $0.10 per Unit thereafter and prior to the Maturity Date or redemption by the Corporation. Each Unit consists of one Common Share of the Corporation and one half of one common share purchase warrant (each whole warrant, a "Warrant") of the Corporation. Each whole Warrant shall entitle the holder thereof to acquire one additional Common Share at a price of $0.10 per Common Share on or prior to the Maturity Date; and (vi) the Debentures shall be subject to a forced conversion (only the principal amount and not the interest) whereby if, after four months and one day following the date the Debentures are issued, the volume weighted average price of the Common Shares of the Corporation on the principal market on which such shares trade is equal to or exceeds CDN$0.20 for 20 consecutive trading days, the Debentures shall automatically be converted into Units at a conversion rate of $0.05 per Unit in the first year and $0.10 per Unit thereafter. The Debentures are redeemable at the option of the Corporation, in whole or in part, at any time prior to the Maturity Date for cash (and any redemption for shares would be subject to further approval of the TSX Venture Exchange).