NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Calgary, AB – October 15, 2026 – Condor Energies Inc. (“Condor” or the “Company”) (TSX: CDR) is pleased to announce that it has closed the previously announced brokered best efforts public offering (the “Offering”) of 12% unsecured convertible debentures of the Company (the “Convertible Debentures”) at a price of C$1,000 per Convertible Debenture for C$28,262,000 in gross proceeds, including the partial exercise of the over-allotment option. The Offering was co-led by Research Capital Corporation as co-lead agent and sole bookrunner, and together with Canaccord Genuity Corp. as co-lead agent (collectively, the “Agents”).
Concurrent with the Offering, the Company has also completed the previously announced non-brokered private placement pursuant to applicable prospectus exemptions in accordance with NI 45-106 on the same price, terms, and conditions as the Offering for C$43,283,000 in gross proceeds (the “Non-Brokered Private Placement”), except the Convertible Debentures issued under the Non-Brokered Private Placement are subject to a statutory hold period expiring on February 16, 2027.
The Company raised a total of C$71,545,000 in aggregate gross proceeds from the Offering and the Non-Brokered Private Placement.
Each Convertible Debenture has a principal value of C$1,000, is convertible into common shares of the Company (each a “Common Share”) at a conversion price of C$6.00 per Common Share (the “Conversion Price”), and matures on October 15, 2029 (the “Maturity Date”). Interest shall accrue on the Convertible Debentures at 12% per annum, payable quarterly in arrears, in cash, and the first such interest payment is to fall due on December 31, 2026 and represent interest from and including October 15, 2026 to, but excluding, December 31, 2026 which will be equal to $25.33 for each $1,000 principal amount of the Convertible Debentures. The Convertible Debentures will be repaid in cash on the Maturity Date. The Convertible Debentures are expected to commence trading on the Toronto Stock Exchange (“TSX”) under the symbol CDR.DB on October 15 2026, subject to satisfaction of the TSX listing requirements.
The net proceeds from the Offering and the Non-Brokered Private Placement will be used to fund field compression facilities in Uzbekistan, modular LNG facilities in Kazakhstan, working capital and general corporate purposes.
- Field Compression – Uzbekistan: Due to the strong results from the recent horizontal drilling program at Kumli, Condor is now producing more gas into a gathering system that was designed around lower-rate legacy wells. As production from the new high-rate horizontals increases, higher gathering and downstream pipeline pressures can back out production from the lower-pressure legacy wells. Condor is therefore installing field booster compression to lower gathering-system pressure, improve production reliability and help maintain output from the existing well base. Condor has awarded the contract for a 1,200 kW booster compressor, with engineering underway, an estimated cost of approximately US$25.3 million, and commissioning targeted for Q2 2027.
- First LNG Facility – Saryozek, Kazakhstan: Condor is developing its first modular LNG facility at Saryozek, with Module 1 designed to produce approximately 48,000 gallons (80 MT) per day of LNG. Fabrication of the liquefaction unit has been completed, and the fully assembled unit is undergoing final pressure and acceptance testing ahead of shipment to Kazakhstan, with first LNG production still targeted for Q2 2027. Condor has secured 20 hectares at Saryozek through July 2059 and is finalizing LNG offtake arrangements, with potential end markets including rail locomotives, trucking, mining equipment and other diesel-intensive applications.
The Offering was completed by way of a prospectus supplement dated October 1, 2026 to the Company’s short form base shelf prospectus dated March 18, 2026, filed with the securities regulatory authorities in each of the provinces of Canada (except Québec). Copies of the base shelf prospectus and the prospectus supplement are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
The Non-Brokered Private Placement was completed by way of private placement in each of the provinces of Canada.
Certain directors and officers of the Company (collectively, the “Insiders”) subscribed for an aggregate of C$3,750,000 principal amount of Convertible Debentures under the Non-Brokered Private Placement. The participation of the Insiders constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the Convertible Debentures subscribed for by the Insiders nor the consideration paid by them exceeded 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the closing of the Non-Brokered Private Placement because the details of the participation of the Insiders were not settled until shortly before closing and the Company wished to complete the Non-Brokered Private Placement on an expedited basis for sound business reasons.
In connection with the Offering, the Company paid the Agents an aggregate cash commission of C$1,695,720.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
The TSX does not accept responsibility for the adequacy or accuracy of this news release.
For further information, please contact:
Don Streu, President and Chief Executive Officer
Sandy Quilty, Vice President of Finance and Chief Financial Officer
Telephone: (403) 201-9694
Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking statements and forward-looking information as defined under applicable Canadian and U.S. securities laws (collectively, “forward-looking information”). Forward-looking information includes, without limitation, forecasts, estimates, plans, projections, targets, expectations and objectives for future operations and financial results, and the use of words such as “may”, “will”, “should”, “expect”, “anticipate”, “continue”, “plan”, “ongoing”, “strive”, “expand” and similar expressions are intended to identify forward-looking information. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management’s current expectations and plans relating to the future. These forward‐looking statements or information relate to, among other things: the allocation and use of proceeds of the Offering and the Non-Brokered Private Placement; the listing of the Convertible Debentures on the TSX and the timing of commencement of trading; the exercise of the Over-Allotment Option; the timing and ability of the field compression to lower gathering-system pressure, improve production reliability and help maintain output from the existing well base; the timing and ability to construct and commission the compression facilities; the timing and ability to receive and utilize the natural gas allocations as feed gas for the planned LNG production facilities; the timing and ability to construct, pressure test, acceptance test and transport LNG production facilities; the timing and ability to produce and sell LNG; the timing and ability to finalize LNG off-taker agreements; the Company’s expectations in respect of the future uses of LNG; the estimated costs of the Company’s compression and LNG projects; the timing and ability to obtain additional funding for the construction of LNG production facilities on favourable terms, or at all; and the timing and ability to receive the required regulatory approvals.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual actions, events or results to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general economic, market and business conditions; volatility in market conditions including market prices for natural gas; risks related to the exploration, development and production of natural gas and condensate reserves; risks inherent in the Company’s international operations; risks related to the timing of completion of the Company’s projects and financings; competition for capital; the availability of capital on acceptable terms; reliance on third parties to execute the Company’s strategy; and increasing regulations affecting the Company’s future operations. Additional risk factors relevant to the Company and the Common Shares are discussed under the heading “Risk Factors” in the Company’s annual information form for the year ended December 31, 2025 and under the heading “Forward-Looking Statements” in the Company’s management’s discussion and analysis for the three and six months ended June 30, 2026, both of which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
The above summary of assumptions and risks related to forward-looking information is provided in this news release to assist prospective investors with understanding the risks associated with an investment in the Convertible Debentures and Common Shares and may not be appropriate for other purposes. The Company’s actual results could differ materially from those expressed in or implied by these forward-looking statements, and no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur. Readers are therefore cautioned that they should not unduly rely on the forward-looking statements included in this news release.
The forward-looking statements included in this news release are expressly qualified by this cautionary statement and are made only as of the date of this news release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements except as required by applicable securities laws.
ABBREVIATIONS
The following is a summary of abbreviations used in this news release:
C$ Canadian Dollars
US$ United States Dollars
kW Kilowatt
LNG Liquefied natural gas
MT Metric tonnes
Q Quarter
