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Vancouver B.C., Sept. 08, 2026 (GLOBE NEWSWIRE) — TERRA CLEAN ENERGY CORP. (“Terra” or the “Company”) (CSE: TCEC, OTCQB: TCEFF, FSE: C9O0) is pleased to announce that it has entered into an agreement with Centurion One Capital Corp. (the “Lead Agent”) as lead agent and sole bookrunner in connection with a brokered private placement to raise up to $2,000,000 (the “Offering“) through the sale of up to 14,285,714 units (“Units“) at an issue price of $0.14 per Unit (the “Issue Price”) on a commercially reasonable efforts basis. Each Unit shall consist of one common share in the capital of the Company (each, a “Share”) and one Share purchase warrant (each, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Share (a “Warrant Share”) at a price of $0.22 for a period of three (3) years from the Closing Date (as defined herein). The Warrants will be subject to an acceleration right (the “Warrant Acceleration Right”) if, on any fifteen (15) consecutive trading days, beginning on the Closing Date, the daily volume weighted average trading price of the Share is greater than $0.44. If the Company exercises its Warrant Acceleration Right, the new expiry date of the Warrants will be the 30th day following the notice of such exercise. The Lead Agent also has an option to increase the Offering by up to an additional 2,142,857 Units for additional proceeds of $300,000.
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The gross proceeds of the Offering will be used for capital expenditures and general working capital purposes.
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The Units to be issued under the Offering will be offered by way of private placement in each of the provinces of British Columbia, Alberta, Ontario and Quebec, in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), and in jurisdictions outside of Canada and the United States mutually agreed by the Company and the Lead Agent provided it is understood that no prospectus filing, registration or comparable obligation arises in such other jurisdiction.
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At the closing of the Offering, the Company shall pay to the Agents a fee equal to: (i) eight percent (8%) of the aggregate cash proceeds received from the Offering in cash; and (ii) a number of warrants (the “Broker Warrants”) equal to eight percent (8%) of the aggregate number of Units issued under the Offering. Each Broker Warrant will entitle the holder to acquire one Unit of the Issuer at any time for a period of three (3) years from the date of issuance of such Broker Warrant at an exercise price equal to the Issue Price. The Warrants underlying each Unit acquired upon exercise of a Broker Warrant shall be exercisable for a period of three (3) years from the date of issuance of such Warrant.
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The Offering is expected to close on or around October 5, 2026 or such other date as agreed upon between the Company and the Lead Agent (the “Closing Date”) and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals including the approval of the Canadian Securities Exchange (the “CSE”). The securities to be issued under the Offering will have a hold period of four months and one day from the Closing Date.
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It is anticipated that certain insiders of the Company and the Lead Agent may acquire Units in the Offering in amounts up to approximately 100% of the Offering. Any participation by insiders in the Offering will constitute a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company expects such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, is expected to exceed 25% of the Company’s market capitalization.