Terra Clean Energy closes $2.43 million financing

Terra Clean Energy Corp. said on Oct. 6, 2026 that it closed a previously announced upsized brokered private placement and a concurrent non-brokered sale of units, bringing in aggregate gross proceeds of about $2.43 million. Centurion One Capital Corp. led the brokered offering as lead agent and sole bookrunner, and acted as fiscal advisor on the non-brokered portion.

The company said it sold 17,342,257 units at $0.14 apiece. Each unit includes one common share and one warrant, and the warrants give holders the right to buy one share at $0.22 for three years from Oct. 6, 2026.

The warrants can be accelerated if, on any 15 consecutive trading days starting from the closing date, the share’s daily volume weighted average trading price is above $0.44. If Terra Clean Energy uses that right, the new expiry date becomes the 30th day after notice of exercise.

The company said the net proceeds will be used for capital expenditures and general working capital. It also said the lead agent received a cash commission of $194,233 and 1,387,380 broker warrants, with each broker warrant allowing the holder to acquire one unit at the issue price for three years from the date of issue.

Terra Clean Energy said insiders bought 700,000 units under the offerings. It described that participation as a related party transaction under Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions, and said a formal valuation was not required because the company is not listed on any of the stock exchanges named in the rule. It also said minority shareholder approval was not required because the fair market value of the consideration for the insider transaction does not exceed 25% of the company’s capitalization.

The company said the securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt.