Clean Energy Transition Inc. Provides Update on Private Placement

Clean Energy Transition Inc. (TSX-V: TRAN) announced it is proceeding with its previously announced non-brokered private placement and concurrent royalty rights offering. The TSX Venture Exchange (TSXV) has approved three minor amendments to the Royalty Right Certificate, which clarify the pro rata denominator, allow the carry forward of negative Cash Flow for Distribution (CFD), and preserve flexibility to sell, transfer, or reorganize the Pilot Portfolio.

Conditional acceptance for the financing has been received, with final closing subject to final TSXV approval. The company expects completion within two weeks.

The offering consists of up to 7,500,000 Units priced at $0.04 per Unit, and up to 7,500,000 contractual royalty rights priced at $0.01 per right. Each Unit includes one common share and one common share purchase warrant.

• Warrants carry a $0.08 exercise price and a two-year term, with an acceleration clause if the TSXV VWAP hits $0.10 for 10 consecutive sessions.
• Royalty rights entitle holders to quarterly distributions equal to 50% of the CFD generated by the TranFin Pilot Phase, on a pro rata basis.

All other terms remain unchanged from the June 22, 2026 announcement.

Clean Energy Transition Inc. (TRAN) released an update on September 11, 2026, serving as a procedural follow-up to its June 22, 2026 announcement regarding the TranFin Energy-as-a-Service pilot and associated $375,000 financing. The latest filing confirms regulatory progress but does not introduce new strategic developments, revenue milestones, or changes to the capital raise structure.

The offering is highly dilutive, adding up to 7.5 million new shares and 7.5 million royalty rights to a share base of approximately 41.7 million. The royalty structure creates a future cash flow obligation tied to a pilot project that has not yet generated revenue. If the pilot succeeds, 50% of CFD will be diverted to royalty holders, potentially straining the company's ability to reinvest or fund further operations. The gross proceeds of $375,000 are insufficient to sustain operations long-term, especially given the $597,820 net loss reported for FY2026 and ongoing SG&A expenses.

Given the company's explicit going concern status, zero revenue, and accumulated deficit of $60.9 million, this financing represents a marginal extension of runway rather than a fundamental turnaround. The market has already priced in the financing announcement. The stock has traded in a narrow $0.02 to $0.04 range since the June announcement, indicating limited enthusiasm for dilutive capital raises in a pre-revenue, going-concern environment.

Clean Energy Transition Inc. (TRAN) is a pre-revenue junior explorer that has historically focused on critical minerals, specifically nickel at the Aurora project and quartz/silica at Snow White and Silicon Ridge. The company is now pivoting toward Energy-as-a-Service (EaaS) through its new TranFin subsidiary. TranFin aims to fund, own, monitor, and maintain residential clean energy assets, including batteries, solar, and heat pumps, in Canada, charging homeowners a predictable long-term subscription fee.

The Aurora Nickel exploration program is largely complete, with management adopting a slow-paced approach due to weak nickel prices and trade policy uncertainty. Meanwhile, the Snow White quartz project is permitted but faces commercial and marketing challenges, with the asset previously written down to $nil.

The TranFin Pilot Phase is in the early stages, contingent on the successful closing of the current financing. Success is required to validate the EaaS model before any Ramp Phase expansion.