Southern Energy Corp. (“Southern” or the “Company”) (TSXV:SOU)(AIM:SOUC), an established producer with natural gas and light oil assets in Mississippi, is pleased to announce the execution of definitive subscription and purchase and sale agreements with three related arm’s length private investors (each, an “Investor”), pursuant to which the Investors have agreed to subscribe, on a non-brokered private placement basis, for senior secured convertible debentures (the “Debentures”) and new common shares (“Shares”) of the Company (the “Offering”) and purchase a newly-created gross overriding royalty (“GORR” and, collectively with the Offering, the “Transaction”) for aggregate net proceeds of US$22.0 million after a 8.8235% original issue discount (the “OID”) equivalent to US$1.5 million on the Debentures.
All figures referred to in this news release are denominated in U.S. dollars, unless otherwise noted.
Ian Atkinson, President and Chief Executive Officer of Southern, commented:
“This transaction is a strategic reset of Southern’s capital structure. By retiring our existing high-cost senior credit facility and extending maturities, we are significantly reducing our cost of capital, improving financial flexibility and creating a runway to execute our 2026 development plan.
The structure of the transaction sees an existing shareholder step up as a long-term strategic partner through a combination of equity participation, disciplined convertible financing, and non-dilutive capital tied directly to asset-level performance. Importantly, the investment allows us to refinance debt that previously carried a substantially higher interest rate and accelerate development across our core Gulf Coast asset base where we have successfully proven significant natural gas reserves realizing premium pricing.
While the U.S. continues to set record levels of Liquefied Natural Gas exports from the Gulf Coast area with significant additional capacity coming online in 2026. the proliferation of AI data centers is soon expected to have a profound effect on the robust future of natural gas demand. With this financing in place, we are focused on disciplined execution, advancing high-return development activity, with the objective of delivering sustainable, long-term value for shareholders.”
Transaction Highlights
Use of Proceeds: Net proceeds from the Transaction will be used to repay and retire the Company’s existing senior credit facility in full and for development capital, including for the completion of two drilled uncompleted wells in Gwinville and further drilling on the Company’s existing asset base, and general working capital and corporate purposes.
Offering: US$18.5 million gross purchase price through the issuance of: (i) 17.000 US$1.000 face value Debentures issued with a 8.8235% OID at a price of US$911.76 per Debenture for gross proceeds of US$17.0 million (net proceeds of US$15.5 million); and (ii) 30.0 million Shares at a price of CAD$0.07 (US$0.05) per Share for additional gross proceeds of CAD$2.1 million (US$1.5 million).
GORR: US$5.0 million gross purchase price of a 6% GORR in all revenue from all existing and future developed production of petroleum substances on the Company’s lands as of the closing date calculated based on the Company’s realized price received for each commodity, in perpetuity, payable monthly.
Interest Payments (Coupon): The Debentures bear interest at 7% per annum on the outstanding principal amount of US$17.0 million, payable quarterly in arrears.
Maturity: The Debentures will mature on December 31. 2028. The principal amount attributed to the OID, being US$1.5 million, will be repaid in cash.
Conversion Price: The Debentures (excluding the principal amount attributed to the OID) will be convertible at the Investor’s option into Shares at a price of US$0.073 (CAD$0.10) per Share, being a ratio of 13.700 Shares per US$1.000 principal amount of the convertible portion of the Debentures.
Ownership Restrictions: The Investor may not convert the Debentures or receive interest in Shares if doing so would cause the Investors’ ownership to exceed 19.99 percent of the outstanding Shares without prior TSX Venture Exchange (“TSXV”) clearance and shareholder approval.
Change of Control: In the event of a change of control, the Debentures will be redeemed for principal and accrued interest, though the Investor may convert prior to the closing of any such transaction.
Listing and Admission: The Company has applied to have the Shares (including the Shares issuable upon conversion or interest payment of the Debenture) listed on the TSXV and admitted to trading on the AIM market of the London Stock Exchange. The Debentures will not be listed on any exchange.
Closing Date: On or about February 12. 2026.
Further information on the Offering and GORR
The Debentures will mature on December 31. 2028. and bear interest at a rate of 7 percent per annum, payable quarterly. The Debentures (excluding the principal amount attributed to the OID, being US$1.5 million) will be convertible into Shares at any time prior to maturity at the Conversion Price. At the Investor’s option, interest may be paid in cash or in Shares, with the number of shares determined based on the market price of the Shares and prevailing exchange rate at the time of payment, subject to approval by the TSXV. In the event that the Investor is not approved as a “Control Person” (as defined in the TSXV Corporate Finance Manual) on or prior to December 31. 2026. then, from and after January 1. 2027. the Debentures will bear interest at a rate of 15 percent per annum.
The Company intends to seek disinterested shareholder approval of the Investors as a Control Person at its next annual general meeting. Assuming full conversion of the Debentures (excluding the portion of principal attributable to the original issue discount which is to be repaid in cash), a maximum of approximately 212.35 million Shares would be issuable, in addition to the 30.0 million Shares issued pursuant to the Offering.
The Debentures will be secured by a first-priority security interest over all present and after-acquired personal property of the Company and its subsidiaries. This includes an Alberta law general security agreement and charges over the shares of the Company’s subsidiaries. The terms of the Debentures will restrict the Company from granting liens over its property without the Investor’s consent, other than customary permitted liens. The GORR will be granted as a non-possessory fee simple determinable interest in land that runs with the Company’s lands as of the closing date.
The Transaction is expected to close on or about February 12. 2026. or such other date as the Company and the Investors may agree, and is subject to customary closing conditions, including the payout and discharge of the Company’s existing senior credit facility and the approval of the TSXV, and will result in aggregate net proceeds to the Company of US$22.0 million.
The Debentures and Shares (including the Shares issuable upon conversion or interest payment of the Debenture) will be subject to a four month and one day hold period under applicable securities laws in Canada and the rules and policies of the TSXV.
A new corporate presentation is now available in the presentation and events section of our website.
Admission to AIM and total voting rights
Pursuant to the equity element of the Offering, the Company shall issue 30.000.000 Shares for gross proceeds of CAD$2.1 million (US$1.5 million). Application will be made to the London Stock Exchange plc for the admission of the 30.000.000 Shares to trading on AIM, which is expected to occur shortly following closing of the Transaction (“Admission”). The new Common Shares will rank pari passu with the existing Common Shares.
Subject to and on Admission, ceteris paribus, the total number of Common Shares in the Company in issue will be 366.254.953. and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.
About Southern Energy Corp.
Southern Energy Corp. is a natural gas exploration and production company characterized by a stable, low-decline production base, a significant low-risk drilling inventory and strategic access to premium commodity pricing in North America. Southern has a primary focus on acquiring and developing conventional natural gas and light oil resources in the southeast Gulf States of Mississippi, Louisiana, and East Texas. Our management team has a long and successful history working together and have created significant shareholder value through accretive acquisitions, optimization of existing oil and natural gas fields and the utilization of re-development strategies utilizing horizontal drilling and multi-staged fracture completion techniques.
