Nexera Announces Private Placement of Units

Nexera Energy Inc. (TSX Venture: NGY, OTC: EMBYF) (the "Corporation", the "Company" or "Nexera") today reported that the Corporation is proposing a non-brokered private placement offering of up to $650,000 (up to maximum of 26,000,000 common shares ("Common Shares") of the Corporation). The Common Shares are to be issued under a unit offering whereby up to a maximum of 26,000,000 units ("Units") at a subscription price of $0.025 per Unit are to be offered. Each Unit shall consist of one (1) Common Share of the Corporation and one (1) share purchase warrant (the "Warrant") (each full Warrant shall entitle the holder thereof to purchase one (1) additional Common Share of the Corporation for a period of 24 months from the issuance of the Units at a price of $0.10) (the "Offering").

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 $0.15 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 which is 30 calendar days following the date a press 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 press release is issued; and (ii) notices are sent to all warrant holders.

The net proceeds of the Offering will be utilized within the Corporation's wholly owned subsidiary, Production Resources Inc. ("PRI"), to pursue a growing oil and gas services opportunity. PRI is proposing to take advantage of its already owned equipment, along with using net proceeds from the Offering to acquire additional equipment and labour to pursue a cement services branch within PRI. This branch of business would pursue the plugging and abandonment of some of PRI's own wells, along with wells owned by other operators in the South Texas region. This diversified services approach benefits both the Corporation on its own wells owned (through PRI) by not having to pay an external third party to assist with the plugging and abandoning our own wells (saving the Corporation up to $12,000 per well) while at the same time allowing for additional revenues to be potentially generated by assisting other operators in the area with the plugging and abandonment of their wells (of which management of the Corporation believes there to be a high demand for in the area).

Specifically, the Corporation anticipates using the net proceeds as follows: (i) equipment purchases - $170,000; (ii) equipment refurbishing - $110,000; (iii) field testing - $120,000; (iv) permitting and commercialization - $85,000; (v) labour - $100,000; and (vi) any balance leftover would go to working capital purposes.

All of the Common Shares and Warrants issued pursuant to the private placement 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.

This proposed Offering is intended to replace the debenture offering announced in a press release dated February 15, 2024 that was not completed by the Corporation.

ABOUT NEXERA ENERGY INC.
Nexera Energy Inc. (TSX Venture:NGY) 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% of Production Resources Inc., a South Texas oil company.

For further information, please contact:
Nexera Energy Inc. President, Shelby D. Beattie, (403) 262-6000, [email protected], www.nexeraenergy.com.