Star Metro - LNG Energy Group Announces Issuance of Second Partial Revocation Order and Further Details on Private Placement Financing

TORONTO, ON / ACCESS Newswire / August 6, 2026 / LNG Energy Group Corp. (TSXV:LNGE)(TSXV:LNGE.WT)(OTC PINK:LNGNF)(FWB:E26) (the "Company" or "LNG Energy Group") announces that the Ontario Securities Commission (the "OSC") has issued a second partial revocation order on August 6, 2026 (the "Second Order"), partially revoking the failure-to-file cease trade order issued against the Company on May 7, 2025 (the "FFCTO") for failing to file certain outstanding continuous disclosure documents. The Second Order replaces the first partial revocation order previously issued by the OSC on April 23, 2026, which was deemed to be terminated on July 22, 2026 (the "First Order"). The Second Order permits the Company to continue its previously announced private placement financing (the "Private Placement"), as announced on May 1, 2026, for the purposes of: (i) filing its outstanding continuous disclosure documents, (ii) paying accounting, audit and legal fees associated with the preparation and filing of the relevant continuous disclosure documents, (iii) paying costs and fees associated with the Private Placement, (iv) paying legacy accounts payable, (iv) paying filing fees, including for the application for a full revocation of the FFCTO, and (v) funding working capital and general and administrative expenses until a full revocation of the FFCTO is obtained.

The Second Order of the FFCTO was pursued to permit the Company to continue its Private Placement of units of the Company ("Units") for aggregate gross proceeds of up to $2,000,000. Each Unit will continue to be priced at $0.05 and will comprise one common share of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant") with each Warrant being exercisable to acquire one Common Share at a price of $0.10 per share for a period of 36 months following the closing date of the Private Placement. The Private Placement will be conducted on a prospectus exempt basis with investors: (i) resident in Canada in reliance on, and in accordance with, the accredited investor exemption in section 73.3 of the Securities Act (Ontario) or section 2.3 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), as applicable; (ii) in the United States pursuant to available exemptions from United States registration requirements and in accordance with OSC Rule 72-503 - Distributions Outside Canada; and (iii) in such offshore jurisdictions pursuant to available prospectus or registration exemptions in accordance with applicable laws. The Company also intends to issue Units to certain arm's length creditors in settlement of bona fide debts in reliance upon the securities for debt exemption contained in section 2.14 of NI 45-106.

Prior to completion of the Private Placement, each participant will receive a copy of the FFCTO, the First Order and the Second Order, and will be required to provide an acknowledgement to the Company that all of the Company's securities, including the securities issued in connection with the Private Placement, will remain subject to the FFCTO until such order is fully revoked, and that the granting of a partial revocation of the FFCTO does not guarantee the issuance of a full revocation order in the future. In addition, all securities issued pursuant to the Private Placement will be subject to a hold period of four months and a day from the closing date of the Private Placement.

The Second Order will terminate on the earlier of: (i) the completion of the Private Placement, and (ii) November 4, 2026, being 90 days from the date on which the Second Order was issued. There can be no assurances that the Private Placement will be completed on the terms set out herein, or at all, or that the proceeds of the Private Placement will be sufficient for the purposes of the Company. The Company will also issue appropriate press releases and file material change reports on SEDAR+, as applicable, upon completion of the Private Placement.

The securities being referred to in this news release have not been, nor will they be, registered under the United States (U.S.) Securities Act of 1933, as amended, and may not be offered or sold in the U.S. or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About LNG Energy Group

The Company is focused on the acquisition and development of natural gas production and exploration assets in Latin America. For more information, please visit www.lngenergygroup.com.

For more information please contact:

Angel Roa, Chief Financial Officer LNG Energy Group Corp.
Website: www.lngenergygroup.com
Email: [email protected]

Find us on social media:

LinkedIn: https://www.linkedin.com/company/lng-energy-group-inc/
Instagram: @lngenergygroup
X: @LNGEnergyCorp

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact are forward-looking statements, and are based on expectations, estimates and projections as at the date of this news release that reflect the current views and/or expectations of management of LNG Energy Group with respect to performance, business and future events. Forward-looking information can often be identified by words such as "may", "will", "would", "could", "should", "believes", "estimates", "projects", "potential", "expects", "plans", "intends", "anticipates", "targeted", "continues", "forecasts", "designed", "goal", or the negative of those words or other similar or comparable words. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which LNG Energy Group operates, in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate and reasonable in the circumstances, and that while considered reasonable, are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking information. There can be no assurance that such statements will prove to be accurate, and accordingly, readers should not place undue reliance on the forward-looking statements contained in this news release. LNG Energy Group does not undertake any obligation to release publicly any revisions or updating any voluntary forward-looking statements, except as required by applicable securities law, whether they change as a result of new information, future events or otherwise.

This news release includes, but is not limited to, forward-looking statements relating to: the timing, terms and completion of the Private Placement, the use of funds from the Private Placement, the Company preparing and filing all outstanding continuous disclosure documents, and the Company applying for and receiving full revocation of the FFCTO. Forward-looking statements in this press release are based on certain assumptions, namely: the ability of the Company to continue as a going concern, the ability of the Company to complete the Private Placement, the ability of the Company to use the funds from the Private Placement as intended, the ability of the Company to prepare and file all outstanding continuous disclosure documents and the Company's ability to apply for and receive full revocation of the FFCTO. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties, including, but not limited to: the inability of the Company to complete the Private Placement, the inability of the Company to obtain approval from the TSX Venture Exchange, the inability of the Company to use the funds from the Private Placement for the intended purposes, the inability of the Company to prepare and file all outstanding continuous disclosure documents and the inability of the Company to have the FFCTO fully revoked. The Company's actual decisions, activities, results, performance, or achievement could differ materially from those expressed in, or implied by, such forward- looking statements and accordingly, no assurances can be given that any of the events anticipated by the forward- looking statements will transpire or occur or, if any of them do, what benefits that the Company will derive from them.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: LNG Energy Group Corp.

View the original press release on ACCESS Newswire

T.Murray--SMC