Condor Energies arranges $10M private placement

Executive Summary

• Condor Energies Inc. has entered into an agreement for a brokered private placement of convertible debentures to raise up to $10 million in gross proceeds.
• The funds are designated to accelerate a 12-well drilling program in Uzbekistan, specifically to mobilize a second drilling rig for 2026 operations and fund infield compression facilities.
• The financing includes convertible debentures with a 12% interest rate, a 36-month maturity, and a conversion price of $2 per share, alongside specific agent commissions and broker warrants.

Key Details

• Transaction Structure: Brokered private placement of convertible debentures.
• 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.
• Gross Proceeds: Up to $10 million.
• Instrument Terms:
  • Principal value: $1,000 per convertible debenture.
  • Conversion Price: $2 per common share.
  • Interest Rate: 12% per annum, payable semi-annually in cash.
  • Maturity: 36 months from issuance.
  • Repayment: In cash on the maturity date.
• 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:
  • Mobilizing a second drilling rig to execute the planned 12-well drilling program in 2026.
  • Funding 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 Dec. 22, 2025, subject to regulatory approvals (including Toronto Stock Exchange).
• Statutory Hold Period: Four months and one day from closing for the debentures and underlying common shares.
• Agent Compensation:
  • Cash Commission: 6% of gross proceeds (reduced to 2% for "president's list" orders).
  • Broker Warrants: 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.