REG - Southern Energy Corp - Completion of Financing and Royalty Sale

Southern EnergyAnnouncement

13/02/2026 07:00

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RNS Number : 8631S  Southern Energy Corp.  13 February 2026

SOUTHERN ENERGY CORP. COMPLETES US$23.5 MILLION

FINANCINGS AND ROYALTY SALE

 

Calgary, Alberta and Toronto, Ontario - February 13, 2026 - Southern Energy
Corp. ("Southern" or the "Company") (TSXV:SOU) (AIM:SOUC), an established
producer with natural gas and light oil assets in Mississippi, and three
related arm's length private investors, Treelawn Group Inc., TCC 1 Corp. and
TCC Royalty Corp. (each, an "Investor"), are pleased to announce the
completion of Southern's previously announced offering, on a non-brokered
private placement basis, of senior secured convertible debentures (the
"Debentures") and new common shares ("Shares") of the Company (the "Offering")
and sale of a newly-created gross overriding royalty ("GORR" and, collectively
with the Offering, the "Transaction") to the Investors for aggregate net
proceeds of US$22.0 million after a 8.8235% original issue discount (the
"OID") equivalent to US$1.5 million on the Debentures. Any early warning
reports and insider reports required under applicable Canadian securities laws
will be filed in accordance with regulatory requirements.

 

All figures referred to in this news release are denominated in U.S. dollars,
unless otherwise noted.

 

Ian Atkinson, President and Chief Executive Officer of Southern, commented:

 

"We are pleased to have completed this financing, which meaningfully
strengthens Southern's balance sheet and positions the Company for disciplined
execution of our development program. With the retirement of our prior higher
cost senior credit facility and the addition of a supportive long-term capital
partner, Southern is well positioned to advance its Gulf Coast assets and
focus on operational delivery and value creation for shareholders."

 

Transaction Highlights

 

The Company raised US$18.5 million of gross proceeds through the issuance of:
(i) 17,000 US$1,000 face value Debentures issued with a 8.8235% OID at a price
of US$911.76 per Debenture for gross proceeds of US$17.0 million (net proceeds
of US$15.5 million); and (ii) 30.0 million Shares at a price of CAD$0.07
(US$0.05) per Share for additional gross proceeds of CAD$2.1 million (US$1.5
million). The Company raised an additional US$5.0 million of gross proceeds
pursuant to the sale of a 6% GORR in all revenue from all existing and future
developed production of petroleum substances on the Company's lands as of
February 12, 2026, calculated based on the Company's realized price received
for each commodity, in perpetuity, payable monthly.

Net proceeds of approximately US$22.0 million from the Transaction were used
to repay and retire the Company's US$12.9 million existing senior credit
facility in full and the balance will be used for development capital,
including for the completion of two drilled uncompleted wells in Gwinville and
further drilling on the Company's existing asset base, and general working
capital and corporate purposes. On closing, the Company obtained the payout
and discharge of all related security granted in connection with the prior
facility.

Further information on the Offering and GORR

 

The Debentures mature on December 31, 2028, and bear interest at a rate of 7
percent per annum, payable quarterly. The Debentures (excluding the principal
amount attributed to the OID, being US$1.5 million) are convertible into
Shares at any time prior to maturity at the Conversion Price. At the
Investor's option, interest may be paid in cash or in Shares, with the number
of shares determined based on the market price of the Shares and prevailing
exchange rate at the time of payment, subject to approval by the TSX Venture
Exchange (the "TSXV"). In the event that the Investor is not approved as a
"Control Person" (as defined in the TSXV Corporate Finance Manual) on or prior
to December 31, 2026, then, from and after January 1, 2027, the Debentures
will bear interest at a rate of 15 percent per annum.

The Company intends to seek disinterested shareholder approval of the
Investors as a Control Person at its next annual general meeting. Assuming
full conversion of the Debentures (excluding the portion of principal
attributable to the original issue discount which is to be repaid in cash), a
maximum of approximately 212.35 million Shares would be issuable, in addition
to the 30.0 million Shares issued pursuant to the Offering.

The Debentures are secured by a first-priority security interest over all
present and after-acquired personal property of the Company and its
subsidiaries. This includes an Alberta law general security agreement and
charges over the shares of the Company's subsidiaries. The terms of the
Debentures restrict the Company from granting liens over its property without
the Investor's consent, other than customary permitted liens. The GORR was
granted as a non-possessory fee simple determinable interest in land that runs
with the Company's lands as of the closing date.

The Debentures and Shares (including the Shares issuable upon conversion or
interest payment of the Debenture) are subject to a four month and one day
hold period under applicable securities laws in Canada and the rules and
policies of the TSXV. No finder's fees or commissions were paid in connection
of the transaction.

 

Admission to AIM and total voting rights

Application has been made to the London Stock Exchange plc for the admission
of the 30,000,000 Shares to trading on AIM, which is expected to occur at 8.00
a.m. on or around 16 February 2026 ("Admission"). The new Common Shares rank
pari passu with the existing Common Shares.

Subject to and on Admission, ceteris paribus, the total number of Common
Shares in the Company in issue will be 366,254,953, and this figure may be
used by shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, the Company.

The Transaction has been conditionally accepted by the TSXV and remains
subject to the final acceptance of the TSXV. Final acceptance is expected
following the filing of customary closing documentation.

Additional Early Warning Disclosure

As a result of the foregoing, Treelawn Group Inc. ("Treelawn"), TCC 1 Corp.
("TCC 1") and Jeff Wood (the "Joint Actor"), the President of Treelawn and
TCC 1 (separately and acting jointly) own, directly or indirectly, and have
control or direction over an aggregate of 34,140,800 Shares representing
approximately 9.32% on an undiluted basis, and 246,469,567 Shares or
approximately 42.60% on a fully diluted basis representing total conversion of
debentures but no other convertible instruments (all percentage ownership
interests assume the exchange of the US$1,000 face value Debentures for
212,328,767 Shares, at the option of the Investor, at a ratio of 13,700 Shares
per US$1,000 principal amount of the Debentures, subject to adjustment in
certain events).

Depending on market and other conditions, Treelawn, TCC 1 and the Joint Actor
(or any combination thereof) may, directly or indirectly, acquire ownership or
control over additional securities of the Company, through the open market or
through private acquisitions or sell securities of the Company either on the
open market or through private dispositions in the future depending on market
conditions and/or other relevant factors.

An early warning report will be filed by Treelawn, TCC 1 and the Joint Actor
and will be available on the Company's profile on SEDAR+ at www.sedarplus.com
(https://protect.checkpoint.com/v2/r01/___https:/api.newsfilecorp.com/redirect/MqMDMsvDov___.YXAzOnNvdXRoZXJuZW5lcmd5Y29ycDpjOm86ZWFmZjMzMzc3Zjk0MDQ1MWVkNWM5YmI0YzFiZWMyNWQ6NzoxZjQ4OjU2OTZhYTFjYTEzMzAyOTdiMDk1Yjk4NmIwNzg3ZjFiMDljYWE2MDdkZjJlZmNmMTQ1YmIwMWQxNWFhZmNkMjU6cDpUOk4)
, or may be acquired by contacting the Joint Actor at jwood@treelawngroup.com
(mailto:jwood@treelawngroup.com) .

 

About Southern Energy Corp.

Southern Energy Corp. is a natural gas exploration and production company
characterized by a stable, low-decline production base, a significant low-risk
drilling inventory and strategic access to premium commodity pricing in North
America. Southern has a primary focus on acquiring and developing conventional
natural gas and light oil resources in the southeast Gulf States of
Mississippi, Louisiana, and East Texas. Our management team has a long and
successful history working together and have created significant shareholder
value through accretive acquisitions, optimization of existing oil and natural
gas fields and the utilization of re-development strategies utilizing
horizontal drilling and multi-staged fracture completion techniques.

 

For further information about Southern, please visit our website at
www.southernenergycorp.com or contact:

 

Southern Energy Corp.

Ian Atkinson (President & CEO)
                                               +1 587
287 5401

Calvin Yau
(CFO)
          +1 587 287 5402

 

Strand Hanson Limited - Nominated & Financial Adviser

James Bellman / Rob Patrick / Edward
Foulkes
         +44 (0) 20 7409 3494

 

Tennyson Securities - Broker

Peter Krens / Jason
Woollard
       +44 (0) 20 7186 9033

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended.

 

READER ADVISORY

Forward Looking Information. This press release contains certain
forward-looking information (collectively referred to herein as
"forward-looking statements") within the meaning of applicable Canadian
securities laws. Forward-looking statements are often, but not always,
identified by the use of words such as "anticipate", "target", "plan",
"continue", "intend", "consider", "estimate", "expect", "may", "will",
"should", "could" (or the negatives or similar words suggesting future
outcomes. Forward-looking statements in this press release may contain, but
are not limited to, statements concerning: Southern's business strategy and
plan, including its objectives, strengths and focus; the anticipated use of
proceeds of the Transaction; and the anticipated benefits of the Transaction.

The forward-looking statements contained in this press release are based on a
number of factors and assumptions made by Southern, which have been used to
develop such statements, but which may prove to be incorrect. In addition to
factors and assumptions which may be identified in this press release,
assumptions have been made regarding and may be implicit in, among other
things: the business plan of Southern; the timing of and success of future
drilling, development and completion activities; the geological
characteristics of Southern's properties; prevailing commodity prices, price
volatility, price differentials and the actual prices received for the
Company's products; the availability and performance of drilling rigs,
facilities, pipelines and other oilfield services; the timing of past
operations and activities in the planned areas of focus; the drilling,
completion and tie-in of wells being completed as planned; the performance of
new and existing wells; the application of existing drilling and fracturing
techniques; prevailing weather and break-up conditions; royalty regimes and
exchange rates; the application of regulatory and licensing requirements; the
continued availability of capital and skilled personnel; the ability to
maintain or grow the banking facilities; the accuracy of Southern's geological
interpretation of its drilling and land opportunities, including the ability
of seismic activity to enhance such interpretation; and Southern's ability to
execute its plans and strategies. Readers are cautioned that the foregoing
list is not exhaustive of all factors and assumptions which have been used.

Although management considers these assumptions to be reasonable based on
information currently available, undue reliance should not be placed on the
forward-looking statements because Southern can give no assurances that they
may prove to be correct. By their very nature, forward-looking statements are
subject to certain risks and uncertainties (both general and specific) that
could cause actual events or outcomes to differ materially from those
anticipated or implied by such forward-looking statements. As a result, any
potential investor should not rely on such forward-looking statements in
making their investment decisions. No representation or warranty is made as to
the achievement, or reasonableness of, and no reliance should be placed on
such forward-looking statements. Risks and uncertainties that can materially
impact the Company's results include, but are not limited to: the risk that
shareholders do not approve the Investors as a "Control Person" at the next
annual general meeting; incorrect assessments of the value of benefits to be
obtained from exploration and development programs; changes in the financial
landscape both domestically and abroad, including volatility in the stock
market and financial system; wars; risks associated with the oil and gas
industry in general (e.g. operational risks in development, exploration and
production, delays or changes in plans with respect to exploration or
development projects or capital expenditures, and environmental regulations);
commodity prices; increased operating and capital costs due to inflationary
pressures; the uncertainty of estimates and projections relating to
production, cash generation, costs and expenses; health, safety, litigation
and environmental risks; access to capital; the availability of future
financings and divestitures; public and political sentiment towards fossil
fuels; and the effects of pandemics and other public health events. Due to the
nature of the oil and natural gas industry, drilling plans and operational
activities may be delayed or modified to react to market conditions, results
of past operations, regulatory approvals or availability of services causing
results to be delayed. Please refer to Southern's most recent Annual
Information Form for the year ended December 31, 2024 and management's
discussion and analysis for the period ended September 30, 2025, and other
continuous disclosure documents for additional risk factors relating to
Southern, which can be accessed either on Southern's website at
www.southernenergycorp.com or under the Company's profile on www.sedarplus.ca.

The forward-looking statements contained in this press release are made as of
the date hereof and the Company does not undertake any obligation to update
publicly or to revise any of the included forward-looking statements, except
as required by applicable law. The forward-looking statements contained herein
are expressly qualified by this cautionary statement.

Neither 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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