Nexera Energy Inc. (TSXV: NGY | OTC Pink: EMBYF) has announced a series of coordinated corporate initiatives aimed at resolving its regulatory standing, restructuring its balance sheet, and pivoting its business to waste tire recycling. The Alberta Securities Commission has granted a partial revocation of its cease trade order, permitting a non-brokered private placement of up to $320,000. The company is also negotiating to eliminate substantially all debt through forgiveness and equity conversion, while advancing a formal Change of Business application with the TSX Venture Exchange.

Key Points

  • Nexera Energy Inc. (TSXV: NGY | OTC Pink: EMBYF) is a Calgary and San Antonio-based energy company proposing a transition into industrial waste tire recycling.
  • The Alberta Securities Commission has partially revoked a cease trade order to allow a private placement of up to $320,000, structured as units priced at $0.015 each comprising one common share and one warrant.
  • Warrants are exercisable at $0.10 for 24 months, subject to an acceleration clause triggered at $0.15 over 30 consecutive trading days; debt-to-equity conversions are expected at $0.05 per share or higher.
  • Investors may be watching whether the company achieves full revocation of the cease trade order and secures TSX Venture Exchange approval for its Change of Business application.

Alberta Securities Commission Partial Revocation and Private Placement Structure

The ASC originally issued the cease trade order on August 5, 2025, following Nexera's failure to file audited annual financial statements and related documents for the year ended March 31, 2025, which have since been filed. The partial revocation permits the distribution of up to 21,333,334 units at $0.015 per unit, with proceeds capped at $320,000. Allocated uses include approximately $125,000 for 2026 audit fees, $135,000 for accounting support, $30,000 for regulatory fees, $25,000 for legal fees, and $5,000 for exchange fees. All shares and warrants issued will remain subject to the cease trade order until full revocation is granted, which the company acknowledges is not certain.

Completing 2026 Financial Filings to Pursue Full Cease Trade Order Revocation

Nexera states it is in the final stages of completing and filing its audited annual financial statements for the year ended March 31, 2026, along with management's discussion and analysis, CEO and CFO certifications, and required oil and gas disclosures. The company indicates these filings represent a critical step toward applying for full revocation of the cease trade order. The immediate share price impact was not clear from available public information, though restoring full trading access remains a stated near-term priority for management.

Debt Restructuring and Balance Sheet Strengthening Through Forgiveness and Equity Conversion

In parallel with its regulatory efforts, Nexera has negotiated with debt holders to eliminate substantially all outstanding debt through a combination of forgiveness and conversion of remaining indebtedness into common shares. Any converted debt is expected to be priced at $0.05 per share or higher, subject to final agreements and applicable regulatory and TSX Venture Exchange approvals. The company states the restructuring, if completed, would significantly improve its financial position, reduce legacy obligations, and provide greater flexibility as it advances its proposed strategic transition.

Proposed Pivot to Pyrolysis-Based Waste Tire Recycling Awaits Exchange Approval

Nexera intends to file a Change of Business application with the TSX Venture Exchange to transition from oil and gas exploration to an industrial manufacturing business centred on recycling end-of-life tires using pyrolysis technology — a thermal conversion process that transforms tires into component materials. The company describes this as an opportunity to build a scalable industrial platform in the tire recycling and resource recovery sector. The proposed Change of Business remains subject to TSX Venture Exchange approval and all other applicable regulatory requirements before it can proceed.