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Amendment To Outstanding Convertible Debentures

In brief · summary, not quotable

Debenture holders approve amendment to convert outstanding convertible debentures into equity units following fundraising.

  • Convertible debentures outstanding 4,286 at C$1,000 each
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Calgary, Alberta - 2 April 2025 - Southern Energy Corp. ("Southern" or the "Company") (TSXV:SOU, AIM:SOUC) announces it has received an extraordinary resolution from the holders (the "Debentureholders") of its outstanding convertible unsecured subordinated debentures (the "Debentures") approving certain amendments to the debenture indenture entered into between the Company and Computershare Trust Company of Canada (the "Trustee") dated June 14, 2019, as amended by a first supplemental indenture dated June 30, 2021 and a second supplemental indenture dated June 26, 2024, to provide that, subject to and following the completion of the previously announced equity fundraising, which consists of a placing of new units of the Company ("Units") to new and existing institutional investors on AIM (the "Placing") and a concurrent public offering of new Units in Canada (together with the Placing, the "Fundraising"), an amount equal to 102.5% of the principal amount outstanding under the Debentures plus all accrued and unpaid interest as of the closing date would convert into Units at the revised Prospectus Price and such Units would be subject to customary lock up provisions (the "Debenture Amendment"). Pursuant to receipt of the extraordinary resolution from the Debentureholders, Southern will enter into a third supplemental indenture with the Trustee to effect the Debenture Amendment. As at the date hereof, the Company has 4,286 Debentures outstanding at face value of C$1,000 each. The completion of the Debenture Amendment remains subject to acceptance of the TSX Venture Exchange.

The Company also announces a revision to the expected timetable for the Fundraising, as further detailed below. The remainder of the terms of the Fundraising will continue without amendment. Defined terms used in this Announcement have the same meaning given to them as defined in the Company's announcement released on 25 March 2025 unless otherwise defined herein.

Expected Timetable of Principal Events

Completion of BookbuildNo later than 10.00 p.m. (GMT) on 2 April 2025
Admission effective and dealings in the Common Shares underlying the Placing Units and the Prospectus Units on AIMOn or around 8.00 a.m. (GMT) on 9 April 2025
Admission effective and dealings in the Common Shares underlying the Placing Units and the Prospectus Units on TSX-VOn or around 9:30 a.m. (ET) on 9 April 2025
Southern Energy Corp. Ian Atkinson (President and CEO) Calvin Yau (CFO)+1 587 287 5401 +1 587 287 5402
Research Capital Corporation - Lead Agent & Sole Bookrunner Kevin Shaw+1 403 750 1280 kshaw@researchcapital.com
Tennyson Securities - Joint Bookrunner & Joint Broker Peter Krens / Jason Woollard+44 (0) 20 7186 9033
Strand Hanson Limited - Nominated & Financial Adviser James Spinney / James Bellman / Rob Patrick+44 (0) 20 7409 3494
Hannam & Partners - Joint Bookrunner Samuel Merlin / Leif Powis+44 (0) 20 7907 8500
Camarco Owen Roberts / Sam Morris / Tomisin Ibikunle+44 (0) 20 3757 4980

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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