Star Metro - LNG Energy Group Announces Closing of First Tranche of Private Placement

TORONTO, ON / ACCESS Newswire / August 17, 2026 / LNG Energy Group Corp. (TSXV:LNGE)(TSXV:LNGE.WT)(OTC PINK:LNGNF)(FWB:E26) (the "Company" or "LNG Energy Group") is pleased to announce that, further to its news releases dated May 1, 2026, July 28, 2026 and August 6, 2026, it has completed the first tranche (the "First Tranche") of its previously announced non-brokered private placement financing (the "Private Placement") of units of the Company ("Units"). The Company issued 9,438,071 Units at a price of C$0.05 per Unit for aggregate gross proceeds of approximately C$471,903.

Each Unit consists of one (1) common share of the Company (each, a "Common Share"), and one (1) Common Share purchase warrant (each, a "Warrant"), with each Warrant exercisable to acquire one Common Share at a price of C$0.10 per share for a period of 36 months from the date of issuance.

The First Tranche was completed in accordance with the terms of the partial revocation orders (the "Partial Revocation Orders") issued by the Ontario Securities Commission (the "OSC") on April 23, 2026 and August 6, 2026, each of which partially revoked the failure-to-file cease trade order issued by the OSC against the Company on May 7, 2025 (the "FFCTO") for purposes of permitting the Company to complete the Private Placement.

Prior to closing of the First Tranche, each subscriber of the Private Placement (collectively, the "Subscribers"): (i) received copies of the FFCTO and the Partial Revocation Orders, and (ii) delivered an acknowledgement to the Company confirming that all of the Company's securities, including the Units and the underlying securities issued in connection with the Private Placement, will remain subject to the FFCTO unless and until the FFCTO is fully revoked, and that the granting of the Partial Revocation Orders by the OSC does not guarantee that a full revocation of the FFCTO will be granted in the future.

The First Tranche included subscriptions from insiders of the Company for an aggregate of 1,982,688 Units or approximately C$99,134. This participation by insiders of the Company constitutes "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). For these transactions, the Company has relied on the exemption from the formal valuation requirement contained in Section 5.5(a) of MI 61-101 and has relied on the exemption from the minority shareholder requirements contained in Section 5.7(1)(a) of MI 61-101, as well as the corresponding exemptions contained in Policy 5.9 of the TSX Venture Exchange (the "TSXV").

The Units issued pursuant to the First Tranche are subject to a hold period of four months and one day from the date of issuance in accordance with the policies of the TSXV and applicable securities legislation, which expires on December 15, 2026.

All of the Company's securities, including the Units and underlying securities issued in connection with the Private Placement, will remain subject to the FFCTO unless and until the FFCTO has been fully revoked. The Company intends to use the proceeds from the Private Placement to satisfy its outstanding continuous disclosure obligations and to apply for a full revocation of the FFCTO; however, there can be no assurance that a full revocation order will be obtained.

The closing of the First Tranche of Private Placement remains subject to the final acceptance of the TSXV. The Company anticipates closing a second tranche of the Private Placement on the week commencing on August 24 and may conduct additional closings prior to the expiry of the Partial Revocation Order.

The securities issued pursuant to the Private Placement have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Units 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 update 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, approval of the Private Placement (including approvals of the TSXV), the Company preparing and filing all outstanding continuous disclosure documents, and the Company applying for and receiving a 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 a 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 TSXV, 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

A.Lavoie--SMC