Condor Energies increases private placement to $12M

Executive Summary

• Condor Energies Inc. has upsized its brokered private placement of convertible debentures from a previously announced amount to a total of $12 million due to strong investor demand.
• The financing is intended to accelerate the company's 12-well drilling program in Uzbekistan by mobilizing a second drilling rig for 2026 operations and funding infield compression facilities.
• The convertible debentures carry a 12% annual interest rate, a conversion price of $2 per share, and a 36-month maturity, with the offering anticipated to close in the week of December 22, 2025.

Key Details

• Transaction Structure: Brokered private placement of convertible debentures.
• Gross Proceeds: Increased to $12 million (up from previous announcement).
• Instrument Terms:
  • Principal Value: $1,000 per convertible debenture.
  • Conversion Price: $2 per common share.
  • Maturity: 36 months from issuance.
  • Interest Rate: 12% per annum, payable semi-annually in cash.
  • Repayment: In cash on the maturity date.
• Agents: Research Capital Corp. (Sole Bookrunner and Co-Lead Agent) and Canaccord Genuity Corp. (Co-Lead Agent), acting on behalf of a syndicate including Auctus Advisors LLP.
• Overallotment Option: Agents have an option to increase the offering size by up to 15% (exercisable up to 48 hours prior to closing).
• Use of Proceeds:
  • Mobilize a second drilling rig to execute the planned 12-well drilling program in 2026.
  • Fund infield compression facilities to increase production and cash flow.
  • Working capital and general corporate purposes.
• Operational Context: The company plans to operate two drilling rigs back-to-back throughout 2026, alongside a separate workover rig for production optimization and re-entry programs.
• Closing Timeline: Anticipated on or about the week of December 22, 2025.
• Regulatory Status: Subject to approval from the Toronto Stock Exchange and other necessary regulatory approvals.
• Commission Structure:
  • Cash Commission: 6% of gross proceeds (reduced to 2% for "president's list" orders).
  • Broker Warrants: Issued equal to 3% of the number of common shares issuable upon conversion (reduced for "president's list" orders).
  • Warrant Terms: Exercisable for 36 months following the offering at an exercise price of $2 per warrant.
• Hold Period: Statutory hold period of four months and one day from closing for the debentures and underlying common shares.