Condor Energies Inc. (“Condor” or the “Company”) (TSX: CDR,OTC:CNPRF) is pleased to announce the closing of its previously announced private placement of the Company’s convertible notes (the “Convertible Notes”) at a price of $1,000 per Convertible Note for aggregate gross proceeds of $13,650,000 (the “Offering”), including the partial exercise of the over-allotment option.
The Offering was led by Research Capital Corporation, as sole bookrunner and co-lead agent, together with Canaccord Genuity Corp., as co-lead agent, on behalf of a syndicate of agents including Auctus Advisors LLP (collectively, the “Agents“).
Each Convertible Note has a principal amount of $1,000, convertible into shares of the Company’s common stock (each a “Common share“) at a conversion price of $2.00 per common share (the “Conversion price“), expiring on December 24, 2028 (the “Expiration date“). The Convertible Bonds will accrue interest at the rate of 12% per annum, payable semiannually in cash. The Convertible Bonds will be repaid in cash at Maturity.
The net proceeds from the Offering will be used to accelerate development activities in Uzbekistan by mobilizing a second drilling rig to execute the planned 12-well drilling program in 2026 and for field compression facilities that are expected to significantly increase production and cash flow from operations, working capital and general corporate purposes. The company plans to operate two drilling rigs in 2026 that will drill back-to-back wells, in addition to a separate workover rig focused on production optimization and continued success of the company’s ongoing reintroduction program.
The Offering was completed through private placement waivers in each of the provinces of Canada and other qualifying jurisdictions, including the United States. The Convertible Bonds issued under the Offering and the Ordinary Shares issuable upon conversion of the Convertible Bonds are subject to a holding period expiring on April 25, 2026.
In connection with the Offering, the Company paid to the Agents a cash commission of $492,700 and issued to the Agents 111,675 broker warrants (the “Warrants from brokers“). Each Broker Warrant entitles the holder thereof to acquire one common share at a price of $2.00 per common share at any time until December 24, 2028. In addition, the Company paid to the Agents an advisory fee of $218,000 and issued 52,500 advisory warrants of the Company on the same terms as the Broker Warrants.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Act of 1933“) or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
The TSX assumes no responsibility for the adequacy or accuracy of this press release.
For more information please contact:
Don Streu, chairman and general manager
Sandy Quilty, Vice President of Finance and Chief Financial Officer
Phone: (403) 201-9694
Cautionary Note Regarding Forward-Looking Information
This press 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, objectives, expectations and goals for future operations and financial results, and the use of words such as “may”, “will”, “should”, “expect”, “anticipate”, “continue”, “plan”, “continue”, “seek”, “expand” and similar expressions are intended to identify forward-looking information. The forward-looking information contained herein is intended to assist readers in understanding management’s current expectations. expectations and plans regarding the future‐such statements or information relate, among other things, to: the allocation and expenditure of the proceeds of the Offering; the timing and ability to mobilize a second oil rig; the timing and ability to acquire field compression facilities; the timing and ability to increase production and cash flow; the timing and ability to drill back-to-back wells; and the timing and ability to optimize production through service plant repairs.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual actions, events or results to differ materially from those expressed or implied by such forward-looking information, including, but not limited to: general economic, market and business conditions; volatility of market conditions, including market prices for natural gas; risks associated with the exploration, development and production of natural gas and condensate reserves; risks inherent in the Company’s international operations; risks associated with the timing of the completion of the Company’s projects and financings; competition for capital; the availability of capital on acceptable terms; dependence 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, 2024 and under the heading “Forward-Looking Statements” in the Company’s management’s discussion and analysis for the three and nine months ended September 30, 2025, both of which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
The above summary of assumptions and risks relating to forward-looking information is provided in this press release to assist potential investors in understanding the risks associated with an investment in the convertible notes and common stock and may not be appropriate for other purposes. The Company’s actual results may differ materially from those expressed or implied by these forward-looking statements, and no assurance can be given that the events anticipated in the forward-looking statements will occur or occur. Readers are therefore cautioned not to place undue reliance on the forward-looking statements contained in this press release.
The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and are made only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by applicable securities laws.
ABBREVIATIONS
Below is a summary of the abbreviations used in this press release:
$ Canadian dollars
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