NG Energy International Corp. announced a non-brokered private placement of up to 25,000 convertible senior secured debenture units at an issue price of CAD 1,000 per debenture unit, for aggregate total gross proceeds of up to CAD 25,000,000 on October 21, 2022. The transaction includes participation from a lead group of strategic investors, and Insiders of the company will participate for approximately 10% of the financing.

Each debenture unit will consist of one 10% convertible senior secured debenture with a principal amount of CAD 1,000 maturing three years from the closing of the offering; and 1,000 common share purchase warrants of the company, with each warrant entitling the holder thereof to purchase one common share of the company at an exercise price equal to CAD 1.08 for a period of three years from the closing date. The principal amount of each convertible debenture will be convertible, for no additional consideration, at the option of the holder, in whole or in part, at any time and from time to time, into common shares prior to the earlier of the close of business on the maturity date; and the business day immediately preceding the date specified by the company for redemption of the convertible debentures upon a change of control at a conversion price equal to CAD 0.90 per share. Completion of the offering is contingent upon approval of the TSX Venture Exchange, compliance with applicable Canadian securities laws and completion of satisfactory due diligence by the strategic investors, anticipated to be completed within 30 days of this announcement.