Vancouver, British Columbia--(Newsfile Corp. - June 11, 2025) - Altura Energy Corp. (TSXV: ALTU) (FRA: Y020) (the "Company") is pleased to announce that, further to its news releases dated April 15, 2025 and June 11, 2025, the Company has closed the previously announced settlement of outstanding indebtedness totaling C$526,683 owing to Nancy Burke (the "Debt Settlement"). Pursuant to the Debt Settlement, the Company issued 5,266,830 common shares of the Corporation (the "Common Shares") to Ms. Burke at a d ...

Offering Details - Altura Energy Corp. closed a brokered private placement offering of 19,855,000 units at a price of $0.10 per unit, resulting in gross proceeds of $1,985,500 [1][2] - Each unit consists of one common share and one warrant, with warrants exercisable at $0.25 until June 11, 2030 [2] - The offering was conducted by Haywood Securities Inc., which received a cash commission of $138,985 and 1,389,850 compensation options [3] Financial Transactions - The company made a partial repayment of $150,000 to ANB Bank, leaving an outstanding balance of $205,000, to be paid in monthly installments of $10,000 starting September 21, 2025 [4] - The company settled outstanding payables of $231,000 to Jasper Management & Advisory Corp. for $150,000, issuing 1,500,000 common shares at a deemed price of $0.10 per share [6] - A proposed debt settlement with Nancy Burke involves issuing 5,266,830 common shares at a deemed price of $0.10 per share, subject to TSX Venture Exchange approval [9] Related Party Transactions - Mr. Ian Telfer, a director of the company, subscribed for 1,000,000 units for gross proceeds of $100,000, constituting a related party transaction [5] - The payables settlement with JMAC also qualifies as a related party transaction, as it is controlled by a director of the company [7][8] Advisory Services - The company issued 1,500,000 units to Haywood Securities Inc. for strategic advisory services rendered, at a deemed value of $225,000 [10] Company Overview - Altura Energy Corp. is an exploration and production company with interests in the Holbrook basin of Arizona [11]

Core Points - Altura Energy Corp. has increased the size of its brokered private placement from $1,500,000 to $1,985,500, allowing for the issuance of up to 19,855,000 units at a price of $0.10 per unit [1][4] - Each unit consists of one common share and one warrant, with the warrant allowing the purchase of one common share at an exercise price of $0.25 for up to sixty months [2][4] - The offering is expected to close around June 11, 2025, subject to necessary approvals, including from the TSX Venture Exchange [4] Financial Utilization - The net proceeds from the offering will be used to repay existing indebtedness and for working capital and general corporate purposes [5] Company Overview - Altura Energy Corp. is an exploration and production company with interests in the Holbrook basin of Arizona [7]

Core Viewpoint - Altura Energy Corp. is conducting a private placement offering of up to 15,000,000 units at a price of $0.10 per unit, aiming for gross proceeds of up to $1,500,000 [1][5] Group 1: Offering Details - Each unit consists of one common share and one warrant, with the warrant allowing the purchase of one common share at an exercise price of $0.25 for up to sixty months [2] - The company has granted the agent an option to sell an additional 2,250,000 units for up to $225,000 in gross proceeds [3] - The offering will be conducted as a private placement under applicable exemptions from prospectus requirements in Canada and other mutually agreed jurisdictions, excluding the United States [4] Group 2: Closing and Use of Proceeds - The offering is expected to close around June 4, 2025, subject to necessary approvals, including from the TSX Venture Exchange [5] - Net proceeds from the offering will be used to repay existing debt and for working capital and general corporate purposes [6] Group 3: Company Background - Altura Energy Corp. is an exploration and production company with interests in the Holbrook basin of Arizona [8]

Core Points - The company formerly known as Total Helium Ltd. will change its name to Altura Energy Corp. and implement a consolidation of its common shares at a ratio of ten pre-consolidation shares for one post-consolidation share, effective May 12, 2025 [1][2] - Following the consolidation, approximately 10,239,354 common shares will be issued and outstanding, and trading will commence under the new ticker symbol "ALTU" [2][1] - The company has 37,500,000 share purchase warrants outstanding, with specific details on the 2026 and 2028 warrants provided, including adjusted exercise prices and terms [4][9] Share Consolidation Details - The consolidation will result in every ten 2026 warrants being exercisable for one post-consolidation common share at an adjusted price of $20.00 per share, with the same number of warrants remaining outstanding [5][4] - The 2028 warrants will also adjust to allow every ten warrants to be exercisable for one post-consolidation common share at an adjusted price of $7.50 per share, with the number of outstanding warrants unchanged [9][4] Acceleration Clause - The original acceleration clause for the 2026 warrants has been adjusted, requiring a volume-weighted average trading price of $30.00 per post-consolidation common share for 20 consecutive trading days to trigger acceleration [6][5] - The company intends to amend the exercise price of the 2028 warrants to $0.25 per post-consolidation common share, subject to approval from warrant holders and the TSX Venture Exchange [10][9] Trading Information - The 2026 warrants will continue to be listed on the TSX Venture Exchange under the new ticker symbol "ALTU.WT" starting on the effective date [7][5] - The 2028 warrants are expected to remain delisted but will have a new CUSIP and ISIN [9][10]

Company Overview - Altitude Acquisition Corp. is a blank check company incorporated in Delaware, aimed at effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities [3] Business Combination Details - On April 23, 2023, Altitude entered into a business combination agreement with Picard Medical, Inc., which outlines the proposed business combination between the two entities [2] - The board of directors has extended the deadline for consummating the initial business combination by one month, from January 11, 2024, to February 11, 2024, with the possibility of extending it up to three times for an additional month each [1][2] Regulatory Filings - In connection with the proposed business combination, Altitude has filed a preliminary proxy statement and plans to file a definitive proxy statement with the SEC, urging investors and shareholders to read these documents for important information regarding the business combination [4]

Business Combination - The company entered into a business combination agreement with Picard Medical, Inc. on April 23, 2023, aiming to complete the merger before December 11, 2023[129][141]. - The business combination will result in the issuance of 48,000,000 shares of common stock of New Picard and 6,500,000 warrants, with potential additional warrants based on performance[141][142]. - The company’s stockholders approved a third amendment to extend the Combination Period, allowing for monthly extensions up to December 11, 2023[137]. - The company has utilized all eight available monthly extensions for the Combination Period, with the final extension granted on November 3, 2023[138]. - The company has entered into various support agreements with Picard stockholders, with approximately 90% of the outstanding Picard equity agreeing to support the Business Combination Agreement[146]. - The Company intends to complete a Business Combination before the mandatory liquidation date[169]. Financial Position - As of September 30, 2023, the cash held in the Trust Account was $13,741,530, down from $16,975,796 as of December 31, 2022[132]. - The company had cash held in the Trust Account of $13,741,530 as of September 30, 2023, including approximately $756,498 of interest available[159]. - As of September 30, 2023, the Company had cash outside the Trust Account of $888 and a negative working capital of approximately $2.6 million[166]. - The Company owed its Sponsor and affiliates $1,011,119 in advances and $135,000 in promissory notes as of September 30, 2023[167]. - The company has not issued any Working Capital Loans as of September 30, 2023[164]. - The company has no long-term debt, capital, or operating lease obligations as of September 30, 2023[171]. Revenue and Loss - The company has not generated any revenue to date and is classified as a "shell company" with nominal assets primarily in cash[129]. - As of September 30, 2023, the company reported a net loss of $664,628 for the three months ended, with general and administrative costs of $677,636 and interest income of $130,225 from the Trust Account[156]. - For the nine months ended September 30, 2023, the company had a net loss of $3,771,829, which included general and administrative costs of $4,095,931 and interest income of $407,471 from the Trust Account[156]. - The company has not commenced any operations and will not generate operating revenues until after the completion of a business combination[155]. IPO and Costs - The company raised $300 million from its initial public offering (IPO) by selling 30,000,000 units at $10.00 per unit, which included 3,900,000 units issued to underwriters[130]. - The company generated gross proceeds of $300,000,000 from its IPO of 30,000,000 Units at $10.00 per Unit[158]. - The company incurred $17,107,057 in IPO-related costs, including $6,000,000 of underwriting fees and $10,500,000 of deferred underwriting discount[159]. - The company’s management has broad discretion regarding the application of net proceeds from the IPO and Private Placement, primarily intended for the business combination[138]. Compliance and Regulations - The company received a deficiency notice from Nasdaq for failing to hold an annual meeting within 12 months after its fiscal year ended December 31, 2021, but regained compliance by holding the meeting on April 7, 2023[153]. - The Company is assessing the impact of ASU 2020-06, effective January 1, 2024, on its financial position and results of operations[180]. Future Outlook - The Company expects to incur significant costs in pursuit of its acquisition plans and will need to raise additional capital through loans or investments[168]. - If the Company cannot raise additional funds to alleviate liquidity needs and complete a Business Combination by December 11, 2023, it will cease operations and liquidate[169]. - The Company has recognized a contribution from the Sponsor of $247,667 due to the waiver of payment obligations under the administrative support agreement[172]. - At September 30, 2023, 1,334,645 shares of Class A common stock were subject to possible redemption, classified as temporary equity[178]. - The Company has not incurred any off-balance sheet arrangements as of September 30, 2023[171].

Business Combination - The company entered into a business combination agreement with Picard Medical, Inc. on April 23, 2023, aiming to complete the merger before the end of the Combination Period [122]. - The company has exercised five Monthly Extensions, currently extending the Combination Period through September 11, 2023 [131]. - Upon closing of the merger, the company will issue 48,000,000 shares of common stock and 6,500,000 warrants to Picard securityholders [134]. - The business combination is expected to close in the second half of 2023, pending stockholder and regulatory approvals [136]. - The company plans to change its name to "Picard Medical Holdings, Inc." following the merger [134]. Financial Performance - As of June 30, 2023, the company reported a net loss of $1,658,466 for the three months ended, with operating costs amounting to $1,799,105 [147]. - For the six months ended June 30, 2023, the company had a net loss of $3,107,201, which included operating costs of $3,418,295 [147]. - The company has not generated any revenue to date and is classified as a "shell company" with nominal assets primarily in cash [122]. - The company generated non-operating income of $277,246 from interest earned on the Trust Account as of June 30, 2023 [147]. IPO and Capital Structure - The initial public offering (IPO) generated gross proceeds of $300 million from the sale of 30,000,000 units, with each unit priced at $10.00 [123]. - The company raised gross proceeds of $300,000,000 from its IPO by issuing 30,000,000 Units at $10.00 per Unit [149]. - The company incurred $17,107,057 in IPO-related costs, including $6,000,000 in underwriting fees [150]. - As of June 30, 2023, the Company had cash outside the Trust Account of $81,121 and a negative working capital of approximately $1.9 million [157]. - The Company owed its Sponsor and affiliates $904,044 in advances and $135,000 in promissory notes as of June 30, 2023 [158]. Trust Account and Liquidity - As of June 30, 2023, the Trust Account held $13,612,504 in cash, down from $16,975,796 as of December 31, 2022 [125]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination [152]. - As of June 30, 2023, the company held investments in the Trust Account amounting to $13,612,504, including approximately $756,498 of interest available [150]. - If the Company cannot raise additional funds to alleviate liquidity needs and complete a Business Combination by September 11, 2023, it will cease operations and liquidate [160]. Compliance and Regulatory Matters - The company received a deficiency notice from Nasdaq for failing to hold an annual meeting within the required timeframe but regained compliance by holding the meeting on April 7, 2023 [145]. - The Company has not incurred any off-balance sheet arrangements as of June 30, 2023 [162]. - The Company has no long-term debt, capital, or operating lease obligations as of June 30, 2023 [162]. Future Considerations - The Company expects to incur significant costs in pursuit of its acquisition plans and may need to raise additional capital through loans or investments [159]. - The Company is assessing the impact of ASU 2020-06, effective January 1, 2024, on its financial position and results of operations [170]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to comply with new accounting pronouncements based on the effective date for private companies [171].

Financial Performance - As of March 31, 2023, the company reported a net loss of $1,448,735, which included operating costs of $1,619,190, partially offset by an unrealized gain on the change in fair value of warrants of $170,435 and interest income of $20[156]. - For the three months ended March 31, 2022, the company reported a net income of $8,617,191, which included an unrealized gain on the change in fair value of warrants of $9,537,808[157]. - The company has not generated any revenue to date and is classified as a "shell company" with nominal assets primarily in cash[132]. IPO and Financing - The company completed its initial public offering on December 11, 2020, raising gross proceeds of $300 million from the sale of 30,000,000 units at $10.00 per unit[133]. - The company generated gross proceeds of $300,000,000 from its IPO of 30,000,000 Units at $10.00 per Unit, along with an additional $8,000,000 from the sale of 8,000,000 warrants[158]. - The company incurred $17,107,057 in IPO-related costs, including $6,000,000 in underwriting fees and $10,500,000 in deferred underwriting discounts[159]. Trust Account and Cash Management - As of March 31, 2023, the cash held in the Trust Account was $16,851,596, down from $16,975,796 as of December 31, 2022[140]. - Stockholders redeemed approximately 24,944,949 Public Shares for about $10.01 per share, leaving approximately $50.6 million in the Trust Account after redemptions[135]. - The company had cash outside its Trust Account of $31,467 available for working capital needs as of March 31, 2023, with the remaining cash held in the Trust Account[158]. - As of March 31, 2023, the company had investments held in the Trust Account amounting to $16,851,596, including approximately $130,576 of interest available[160]. - Stockholders redeemed an aggregate of 337,457 Public Shares for approximately $10.08 per share during the latest extension, leaving about $13.46 million in the Trust Account[142]. - The company intends to use substantially all funds held in the Trust Account to complete its initial business combination, with an estimated annual franchise tax obligation of $185,600[161]. Business Combination Agreement - The company entered into a business combination agreement on April 23, 2023, with Picard Medical, Inc., which includes a merger structure involving two subsidiaries[143]. - Upon closing of the mergers, the company anticipates changing its name to "Picard Medical Holdings, Inc."[143]. - The business combination agreement includes provisions for the issuance of 48,000,000 shares of common stock and 6,500,000 warrants to Picard securityholders[143]. - The board unanimously approved the business combination agreement, with the closing expected in the second half of 2023, pending necessary approvals[147]. - The Picard Support Agreements involve stockholders holding approximately 90% of Picard equity agreeing to vote in favor of the Business Combination Agreement and against any alternative proposals[149]. Compliance and Governance - The company received a deficiency notice from Nasdaq on January 9, 2023, but regained compliance by holding its Annual Meeting on April 7, 2023[155]. - The Company has no long-term debt, capital, or operating lease obligations as of March 31, 2023[167]. - The Company has 1,672,102 shares of Class A common stock subject to possible redemption, classified as temporary equity as of March 31, 2023[172]. - The Company has two classes of common stock, with diluted net (loss) income per share being the same as basic net (loss) income per share for the periods presented due to contingently exercisable warrants[173]. Sponsor and Support Agreements - The Sponsor Support Agreement includes provisions for the forfeiture of up to 4,500,000 shares of Class A common stock held by the Sponsor prior to the Closing, contingent on the proceeds exceeding $38,000,000[148]. - During the quarter ended March 31, 2023, the Sponsor waived the Company's payment obligation under the administrative support agreement, resulting in a recognized contribution from the Sponsor of $247,667[167]. - As of March 31, 2023, the Company owed the Sponsor or its affiliates $869,044 related to advances, an increase from $802,644 as of December 31, 2022[165]. Accounting and Regulatory Matters - The Company is assessing the impact of ASU 2020-06, effective January 1, 2024, which simplifies accounting for convertible instruments[174]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to comply with new accounting pronouncements based on the effective date for private companies[176]. - The company has the right to extend the combination period up to eight additional months, with the latest extension allowing until December 11, 2023[141].

Financial Overview - The company completed its initial public offering (IPO) on December 11, 2020, raising gross proceeds of $300 million from the sale of 30,000,000 units at $10.00 per unit[10]. - As of December 31, 2022, the trust account held approximately $16,975,796 in cash[13]. - Following redemptions at the June Special Meeting, approximately $50,600,000 remained in the trust account after stockholders redeemed 24,944,949 shares at about $10.01 per share[14]. - After the October Special Meeting, approximately $16,810,087 remained in the trust account after stockholders redeemed 3,382,949 shares at about $10.05 per share[17]. - As of December 31, 2022, the estimated redemption price for public shares was $10.15 per share[33]. - As of December 31, 2022, the company had $760 available outside of the trust account to fund working capital requirements, which may not be sufficient to operate until April 11, 2023[68]. - As of December 31, 2022, the company has approximately $17 million in the trust account available for completing its initial business combination, excluding $10.5 million of deferred underwriting commissions[100]. Business Combination Requirements - The company intends to effectuate its initial business combination using cash held in the trust account and may also utilize proceeds from the sale of shares or debt issued to lenders[21]. - The company must complete a business combination with an aggregate fair market value of at least 80% of the assets held in the trust account[24]. - The per-share redemption price for public stockholders upon consummation of the initial business combination is expected to be approximately $10.00, net of interest available for taxes[29]. - The company will have until April 11, 2023, to complete its initial business combination, or it will redeem public shares at a price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[36]. - If the company does not complete the initial business combination by the deadline, it will cease operations, redeem public shares, and liquidate[36]. - The company is prohibited from completing a business combination with another blank check company or similar entity with nominal operations[23]. Stockholder Dynamics - Public stockholders are restricted from redeeming more than 20% of the shares sold in the initial public offering, referred to as "Excess Shares"[35]. - The company’s initial stockholders have agreed to vote in favor of the initial business combination, regardless of public stockholder votes[41]. - Initial stockholders own approximately 82% of the outstanding common stock, which may influence the approval of the initial business combination regardless of public stockholder votes[45]. - The company must provide public stockholders with the opportunity to redeem their shares for cash if amendments to the charter are proposed, particularly regarding the obligation to redeem 100% of public shares by April 11, 2023[109]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a substantial majority of stockholders do not agree[106]. Risks and Challenges - The company may face competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[37]. - The ability of public stockholders to redeem shares may make the company less attractive to potential business combination targets[41]. - The company may face challenges in completing a business combination due to the ongoing impacts of the COVID-19 pandemic, which has affected economies and financial markets globally[53]. - If too many public stockholders exercise their redemption rights, the company may not meet the minimum cash requirement for a business combination, which could hinder potential deals[47]. - Claims by third parties could reduce the proceeds held in the trust account, potentially lowering the per-share redemption amount for stockholders[70]. - The company may incur substantial debt to complete a business combination, which could negatively impact the financial condition and value of stockholders' investments[97]. - The company may face limitations in acquiring target businesses due to federal proxy rules requiring detailed financial statement disclosures[120]. - The company may face uncertainty in completing a business combination due to potential regulatory actions and investor concerns affecting target businesses[127]. Management and Governance - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, which may lead to conflicts of interest[151]. - The personal and financial interests of executive officers and directors may influence their motivation in selecting a target business for the initial business combination[157]. - The executive officers and directors are not required to commit full time to the company's affairs, leading to potential conflicts of interest[149]. - The management team may not have sufficient funds to satisfy indemnification claims, which could discourage litigation against them[144]. - The company may pursue business combinations with entities affiliated with its Sponsor, executive officers, or directors, which could raise potential conflicts of interest[155]. Regulatory and Compliance Issues - The company received a deficiency notice from Nasdaq on January 9, 2023, for failing to hold an annual meeting within the required timeframe[19]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing the initial business combination[121]. - Changes in laws or regulations may adversely affect the company's ability to negotiate and complete its initial business combination[84]. - If deemed an investment company under the Investment Company Act, the company may be forced to liquidate instead of completing an initial business combination[81]. Securities and Financial Instruments - The company has authorized the issuance of up to 280,000,000 shares of Class A common stock, with currently 1,672,102 shares issued and outstanding[174]. - The company issued 15,000,000 warrants as part of the units sold in the initial public offering, with an additional 8,000,000 private placement warrants issued at $11.50 per share[183]. - The potential issuance of additional shares upon the exercise of warrants could dilute the equity interest of existing investors and affect the market price of Class A common stock[176]. - The company may issue additional shares of Class A common stock or preferred stock to complete its initial business combination, which could further dilute existing shareholders[176]. - The company's warrants are accounted for as derivative liabilities, which may lead to fluctuations in financial results based on changes in fair value[202][203]. Market and Trading Considerations - If the company is delisted from Nasdaq, its securities may be quoted on an over-the-counter market, leading to reduced liquidity and trading activity[162]. - The company is not currently registering the Class A common stock issuable upon exercise of the warrants under the Securities Act, which may limit the ability of warrant holders to exercise their warrants[167]. - The company will use its best efforts to file a registration statement for the Class A common stock within 15 business days after the initial business combination[167].