SENSNexera Energy Inc. and SENS · signing structure under TSXV Policy 5.2 · draft for discussion, 28 September 2026

Signing starts the process. Money is what the rules control.

Nexera Energy Inc. and Systemic Environmental Solutions Inc. (SENS) propose to sign their licence and equipment purchase agreement while Nexera's cease trade order remains in place. This page sets out how the agreement fits TSXV Policy 5.2 and the ASC order. Under Policy 5.2, signing is the defined start of the change-of-business process, not a breach of it. The Exchange restricts two things: money reaching the vendor, and closing before its acceptance. The agreement is built around both.

Signing
starts the review: notice, halt, news release, 75-day filing clock
TSXV 5.2 s.1.1, 2.2, 2.3, 6.1
Closing
only after revocation, shareholder vote and the Final Exchange Bulletin
TSXV 5.2 s.3.1(c), 6.7, 6.11 · v3.10 5.3
C$25,000
paid by Nexera on signing, the only Nexera money that moves without prior acceptance
TSXV 5.2 s.5.1 · v3.10 5.4(b)
No shares
no Nexera securities to anyone, including the third party
NP 11-207 s.31 · v3.10 3.2, 5.4(a)

Does signing trigger the change of business?

Yes, and that is the intended route. Signing starts the review. It does not complete the change of business, and it does not move money.

Signing is a COB Agreement TSXV 5.2 s.1.1, 2.2, 2.3
"COB Agreement" means any agreement or other similar commitment respecting the COB ... which identifies the fundamental terms upon which the parties agree or intend to agree

Even a letter of intent would qualify ("intend to agree"). Once the agreement is signed, Nexera notifies the Exchange, trading is halted (it is already suspended), and Nexera issues the comprehensive release. The agreement requires all of this within two business days (v3.10 5.2(a)(iii)). Nexera announced its intention to pursue a change of business on 27 Jan 2026, but an announced intention is not a COB Agreement. It names no assets, parties, price or conditions, so the formal clock has not yet started. Signing is what starts it.

A cease trade order does not bar it TSXV 5.2 s.3.1(c), 6.2(k) · Notice to Issuers 30 Mar 2015 · NP 11-207 s.26(c)

TSXV policy anticipates an issuer pursuing a change of business while cease-traded. The only stated consequences are that it cannot use the no-shareholder-vote route, and it cannot complete until the order is revoked. NP 11-207 likewise contemplates an issuer changing its business while cease-traded. We have found no TSXV or ASC rule that prohibits a suspended issuer from entering into a COB Agreement that involves no issuance of its securities. The agreement makes the shareholder vote a condition of closing (v3.10 5.3(c)).

Completion waits for the Exchange TSXV 5.2 s.6.7, 6.11 · 5.3 s.5.5 · 2.9 s.3.1(c), 4.4

The agreement sets three non-waivable closing conditions: full revocation of the cease trade order, the Final Exchange Bulletin (including confirmation of reinstatement), and shareholder approval. The licence takes effect at Closing. Nothing closes, and no unit is paid for, before then.

Money follows s.5 exactly TSXV 5.2 s.5.1, 5.2 · v3.10 5.4, Sch. F

No amount is paid or credited toward the purchase price or the deposit before Closing. Before Closing, SENS may receive only three things:

  1. US$250,000 from an arm's-length third party's own funds, held in trust until both parties sign. It is not "from the Issuer".
  2. C$25,000 from Nexera on signing, a non-refundable deposit paid from unrestricted funds (s.5.1).
  3. A C$225,000 secured loan from Nexera, advanced only after Exchange acceptance and a release that has run for 15 days, keeping the total within the C$250,000 cap (s.5.2).

Does it lock Nexera into financing?

No. Every Nexera payment obligation (the deposit balance and the build tranches) arises at or after Closing, and Closing needs the Final Exchange Bulletin. The Exchange issues that only once Nexera meets the Initial Listing Requirements, financing included. The termination fee is payable only if the agreement ends through Nexera's own default. It is not payable where the Exchange or a regulator refuses or delays the transaction for reasons Nexera did not cause (v3.10 5.6).

Points for confirmation

  1. Nexera may sign the agreement nowTSXV 5.2 s.2.2, 2.3, 3.1(c)

    Nexera signs while under the cease trade order, as a COB Agreement subject to Exchange acceptance, and issues the s.2.3 release within two business days.

  2. The third party's payment is outside s.5TSXV 5.2 s.5.2 ("from the Issuer")

    The arm's-length third party pays SENS its own money. It receives no Nexera securities and no reimbursement from Nexera, and the payment is credited toward the deposit only at Closing.

  3. The C$25,000 deposit needs no prior acceptanceTSXV 5.2 s.5.1

    Nexera pays it on signing, from funds that no order restricts.

  4. The C$225,000 secured loan and its timingTSXV 5.2 s.5.2(b)(i) to (vi) · v3.10 5.4(c)(ii)

    Nexera announces the loan in the signing release and applies for acceptance within five business days. It advances the loan after day 15 and acceptance, into a segregated loan account. The loan is secured on a controlled loan account and the Machine 1 components it pays for.

  5. The termination fee is not a depositTSXV 5.2 s.5 · v3.10 5.6

    It is payable only on termination for Nexera's default, and not where the Exchange or a regulator refuses for reasons Nexera did not cause.

  6. The signing releaseTSXV 5.2 s.2.3 · NP 11-207 s.31

    The release describes the transaction and states that no financing has been arranged or will be offered while the order is in effect. No intended issuance of Nexera securities is announced before a partial revocation permits it. Alternatively, the brief-release route in s.2.3 can be used, with the Exchange setting the timing of the full release.

  7. The process from hereTSXV 2.7 s.1.1(a) · 5.2 s.3.3, 6.1 · 2.9 s.4.4

    The pre-filing conference, shareholder approval by written consent or at a meeting, the 75-day filing, and reinstatement alongside the change of business.

How the agreement was changed for signing

1 · Money after acceptance

The earlier monthly deposit instalments, the acceleration on revocation, and the build payment due on signing are gone. The deposit balance falls due at Closing, and the first build installment follows it. v3.10 5.4, Sch. D · TSXV 5.2 s.5, 6.11

2 · Exchange approvals first

Three non-waivable closing conditions: full revocation, the Final Exchange Bulletin including reinstatement, and shareholder approval. The licence itself takes effect at Closing. v3.10 2.1, 5.3 · TSXV 5.2 s.3.1(c), 6.7 · 2.9 s.3.1(c)

3 · Three pre-closing channels

The third party pays SENS directly. Nexera pays C$25,000 under s.5.1 and lends C$225,000 on security under s.5.2, together exactly at the C$250,000 aggregate cap. v3.10 5.4, Sch. F · TSXV 5.2 s.5.1, 5.2

4 · Disclosure and representations

Nexera's representations are corrected for the cease trade order. The agreement adds a required-disclosure carve-out, an announcement clause and a 75-day filing covenant, and involves no Nexera securities of any kind. v3.10 3.2, 4.3, 5.2(a), 8.3, 10.11 · NP 11-207 s.31