Completion of Financing and Royalty Sale
Southern Energy Corp. has successfully completed financings and a royalty sale, raising US$22.0 million in net proceeds. This includes US$17.0 million from the issuance of senior secured convertible debentures and US$1.5 million from new common shares, alongside an additional US$5.0 million from the sale of a 6% gross overriding royalty. The funds will be used to retire the company's US$12.9 million senior credit facility, finance development capital for two uncompleted wells and further drilling, and cover general working capital. The debentures mature in December 2028, bear 7% annual interest, and are convertible into shares.
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Calgary, Alberta and Toronto, Ontario - February 13, 2026 - Southern Energy Corp. ("Southern" or the "Company") (TSXV:SOU) (AIM:SOUC), an established producer with natural gas and light oil assets in Mississippi, and three related arm's length private investors, Treelawn Group Inc., TCC 1 Corp. and TCC Royalty Corp. (each, an "Investor"), are pleased to announce the completion of Southern's previously announced offering, on a non-brokered private placement basis, of senior secured convertible debentures (the "Debentures") and new common shares ("Shares") of the Company (the "Offering") and sale of a newly-created gross overriding royalty ("GORR" and, collectively with the Offering, the "Transaction") to the Investors 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. Any early warning reports and insider reports required under applicable Canadian securities laws will be filed in accordance with regulatory requirements.
Ian Atkinson, President and Chief Executive Officer of Southern, commented:
"We are pleased to have completed this financing, which meaningfully strengthens Southern's balance sheet and positions the Company for disciplined execution of our development program. With the retirement of our prior higher cost senior credit facility and the addition of a supportive long-term capital partner, Southern is well positioned to advance its Gulf Coast assets and focus on operational delivery and value creation for shareholders."
Transaction Highlights
The Company raised US$18.5 million of gross proceeds 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). The Company raised an additional US$5.0 million of gross proceeds pursuant to the sale of a 6% GORR in all revenue from all existing and future developed production of petroleum substances on the Company's lands as of February 12, 2026, calculated based on the Company's realized price received for each commodity, in perpetuity, payable monthly.
Net proceeds of approximately US$22.0 million from the Transaction were used to repay and retire the Company's US$12.9 million existing senior credit facility in full and the balance will be used 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. On closing, the Company obtained the payout and discharge of all related security granted in connection with the prior facility.
The Debentures 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) are 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 TSX Venture Exchange (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 are 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 restrict the Company from granting liens over its property without the Investor's consent, other than customary permitted liens. The GORR was granted as a non-possessory fee simple determinable interest in land that runs with the Company's lands as of the closing date.
The Debentures and Shares (including the Shares issuable upon conversion or interest payment of the Debenture) are subject to a four month and one day hold period under applicable securities laws in Canada and the rules and policies of the TSXV. No finder's fees or commissions were paid in connection of the transaction.
Admission to AIM and total voting rights
Application has been 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 at 8.00 a.m. on or around 16 February 2026 ("Admission"). The new Common Shares 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.
The Transaction has been conditionally accepted by the TSXV and remains subject to the final acceptance of the TSXV. Final acceptance is expected following the filing of customary closing documentation.
Additional Early Warning Disclosure
As a result of the foregoing, Treelawn Group Inc. ("Treelawn"), TCC 1 Corp. ("TCC 1") and Jeff Wood (the "Joint Actor"), the President of Treelawn and TCC 1 (separately and acting jointly) own, directly or indirectly, and have control or direction over an aggregate of 34,140,800 Shares representing approximately 9.32% on an undiluted basis, and 246,469,567 Shares or approximately 42.60% on a fully diluted basis representing total conversion of debentures but no other convertible instruments (all percentage ownership interests assume the exchange of the US$1,000 face value Debentures for 212,328,767 Shares, at the option of the Investor, at a ratio of 13,700 Shares per US$1,000 principal amount of the Debentures, subject to adjustment in certain events).
Depending on market and other conditions, Treelawn, TCC 1 and the Joint Actor (or any combination thereof) may, directly or indirectly, acquire ownership or control over additional securities of the Company, through the open market or through private acquisitions or sell securities of the Company either on the open market or through private dispositions in the future depending on market conditions and/or other relevant factors.
An early warning report will be filed by Treelawn, TCC 1 and the Joint Actor and will be available on the Company's profile on SEDAR+ at www.sedarplus.com, or may be acquired by contacting the Joint Actor at jwood@treelawngroup.com.
About Southern Energy Corp.
Southern Energy Corp.
Ian Atkinson (President & CEO) +1 587 287 5401
Calvin Yau (CFO) +1 587 287 5402
Strand Hanson Limited - Nominated & Financial Adviser
James Bellman / Rob Patrick / Edward Foulkes +44 (0) 20 7409 3494
Tennyson Securities - Broker
Peter Krens / Jason Woollard +44 (0) 20 7186 9033
READER ADVISORY
The forward-looking statements contained in this press release are based on a number of factors and assumptions made by Southern, which have been used to develop such statements, but which may prove to be incorrect. In addition to factors and assumptions which may be identified in this press release, assumptions have been made regarding and may be implicit in, among other things: the business plan of Southern; the timing of and success of future drilling, development and completion activities; the geological characteristics of Southern's properties; prevailing commodity prices, price volatility, price differentials and the actual prices received for the Company's products; the availability and performance of drilling rigs, facilities, pipelines and other oilfield services; the timing of past operations and activities in the planned areas of focus; the drilling, completion and tie-in of wells being completed as planned; the performance of new and existing wells; the application of existing drilling and fracturing techniques; prevailing weather and break-up conditions; royalty regimes and exchange rates; the application of regulatory and licensing requirements; the continued availability of capital and skilled personnel; the ability to maintain or grow the banking facilities; the accuracy of Southern's geological interpretation of its drilling and land opportunities, including the ability of seismic activity to enhance such interpretation; and Southern's ability to execute its plans and strategies. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.
The forward-looking statements contained in this press release are made as of the date hereof and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, except as required by applicable law. The forward-looking statements contained herein are expressly qualified by this cautionary statement.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.