Terra Clean Energy Corp.
Not for distribution to U.S. newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, into the United States
Vancouver, BC, Sept. 25, 2026 (GLOBE NEWSWIRE) -- Terra Clean Energy Corp. ("Terra Clean Energy" or the "Company") (CSE: TCEC) (OTCQB: TCEFF) (FSE: C9O0) is pleased to announce that, due to strong investor demand, it has upsized its brokered private placement led by Centurion One Capital Corp. (the "Lead Agent") as lead agent and sole bookrunner, as previously announced in its press release dated September 8, 2026. Under the amended terms, the Company will raise up to $2,500,000 (the "Offering") through the sale of up to 17,857,142 units ("Units") at an issue price of $0.14 per Unit on a commercially reasonable efforts basis.
Each Unit shall consist of one common share in the capital of the Company (each, a "Share") and one Share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Share at a price of $0.22 for a period of three (3) years from the Closing Date (as defined herein). The Warrants will be subject to an acceleration right (the "Warrant Acceleration Right") if, on any fifteen (15) consecutive trading days, beginning on the Closing Date, the daily volume weighted average trading price of the Share is greater than $0.44. If the Company exercises its Warrant Acceleration Right, the new expiry date of the Warrants will be the 30th day following the notice of such exercise. The Lead Agent also has an option to increase the Offering by up to an additional 2,678,571 Units for additional proceeds of $375,000.
The gross proceeds of the Offering will be used for capital expenditures and general working capital purposes.
The Units to be issued under the Offering will be offered by way of private placement in each of the provinces of British Columbia, Alberta, Ontario and Quebec, in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and in jurisdictions outside of Canada and the United States mutually agreed by the Company and the Lead Agent provided it is understood that no prospectus filing, registration or comparable obligation arises in such other jurisdiction.
The Offering is expected to close on or around October 1, 2026 or such other date as agreed upon between the Company and the Lead Agent (the "Closing Date") and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals including the approval of the Canadian Securities Exchange (the "CSE"). Pursuant to applicable law, the securities to be issued under the Offering will have a hold period of four months and one day from the Closing Date.