LNG Energy Group Corp., 2026 CanLII 37061

LNG ENERGY GROUP CORP.

PARTIAL REVOCATION ORDER

UNDER THE SECURITIES LEGISLATION OF ONTARIO

(the Legislation)

Background

1LNG Energy Group Corp. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on May 7, 2025.

2The Issuer has applied to the Principal Regulator for a partial revocation order of the FFCTO pursuant to section 144 of the Securities Act (Ontario) (the Act).

Interpretation

Terms defined in National Instrument 14-101 Definitions or National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions have the same meaning if used in this order, unless otherwise defined.

Representations

3This decision is based on the following facts represented by the Issuer:

a. The Issuer was incorporated on March 6, 2020 pursuant to the Business Corporations Act (British Columbia) under the name “Mind Cure Health Inc.” On August 15, 2023, the Issuer was continued under the Business Corporations Act (Ontario). On September 12, 2023, the Issuer changed its name to “LNG Energy Group Corp.”

b. The address of the Issuer’s head, principal, and registered office is located at Bay Adelaide Centre – North Tower, 40 Temperance St Suite 3200, Toronto, Ontario, M5H 0B4.

c. The authorized capital of the Issuer consists of an unlimited number of common shares (Common Shares) and an unlimited number of preferred shares (Preferred Shares). As of the date hereof, the Issuer has 155,751,837 Common Shares and no Preferred Shares issued and outstanding. In addition, the Issuer has 84,033,735 warrants (Warrants), 15,510,807 deferred share units and 15,080,807 options to acquire Common Shares outstanding.

d. The Issuer is a reporting issuer under the securities legislation of each of the provinces of Canada, excluding Quebec (collectively, the Regulators).

e. The Issuer’s Common Shares are listed and posted for trading on: (i) the TSX Venture Exchange (the TSXV) under the ticker symbol “LNGE”, (ii) the Frankfurt Stock Exchange under the ticker symbol “E26” and (iii) the OTCQB under the ticker symbol “LNGNF”. In addition, the Issuer’s Warrants are listed on the TSXV under the ticker symbol “LNGE.WT”. In connection with the issuance of the FFCTO, the TSXV suspended trading of the Issuer’s Common Shares and Warrants. The securities of the Issuer are not listed or quoted on any other exchange or marketplace in Canada or elsewhere.

f. The FFCTO was issued by the Principal Regulator under section 127(1) of the Act as a result of the Issuer’s failure to file the following continuous disclosure materials as required by applicable securities law:

(i) audited annual financial statements for the year ended December 31, 2024;

(ii) management’s discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2024; and

(iii) certification of the foregoing filings as required by National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings (NI 52-109) (collectively, the Unfiled Documents).

g. The Unfiled Documents were not filed in a timely manner as a result of financial difficulties.

h. Subsequent to the issuance of the FFCTO, the Issuer also failed to file the following documents:

(i) unaudited interim financial statements for the periods ended March 31, 2025, June 30, 2025 and September 30, 2025;

(ii) management’s discussion & analysis relating to the unaudited interim financial statements for the periods ended March 31, 2025, June 30, 2025 and September 30, 2025;

(iii) certification of the foregoing filings as required by NI 52-109;

(iv) the disclosure required by Form 51-102F6V Statement of Executive Compensation — Venture Issuers for the year ended December 31, 2024; and

(v) Form 51-101F1, Form 51-101F2 and Form 51-101F3, as required by National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities, for the year ended December 31, 2024 (together with the Unfiled Documents, the Unfiled Continuous Disclosure).

i. The Issuer notes that, notwithstanding its status as a “venture issuer” under National Instrument 51‑102 – Continuous Disclosure Obligations and the absence of any requirement to file an annual information form, it has voluntarily filed annual information forms in the past. The Issuer does not presently intend to file additional annual information forms in connection with the partial revocation order being sought.

j. Other than its failure to file the Unfiled Continuous Disclosure, the Issuer advises that it is not in default of any of the requirements of applicable securities legislation or the rules and regulations made pursuant thereto, that the Issuer is not in default of the FFCTO, and that the Issuer’s SEDAR+ and SEDI profiles are up to date.

k. The Issuer is seeking a partial revocation of the FFCTO to permit the Issuer to conduct a private placement offering of units (the Units) of the Issuer for aggregate gross proceeds of up to $2,000,000 (the Private Placement). Subject to market conditions at the time of the Private Placement, each Unit is expected to be priced at $0.05 and will comprise one Common Share and one Common Share purchase warrant (a 2026 Warrant) with each 2026 Warrant being exercisable to acquire one Common Share at an expected price of $0.10 per share (subject to market conditions at the time of the Private Placement) for a period of 36 months following the closing date of the Private Placement. The Private Placement will be conducted on a prospectus exempt basis with investors: (i) resident in Canada in reliance on, and in accordance with, the accredited investor exemption in section 73.3 of the Act or section 2.3 of National Instrument 45-106 – Prospectus Exemptions, as applicable; (ii) in the United States pursuant to available exemptions from United States registration requirements and in accordance with OSC Rule 72-503 Distributions Outside Canada (OSC Rule 72-503); and (iii) in such offshore jurisdictions pursuant to available prospectus or registration exemptions in accordance with OSC Rule 72-503 and applicable laws.

l. Completion of the Private Placement is intended to enable the Issuer to raise the funds necessary to resolve outstanding fees and to prepare and file the Unfiled Continuous Disclosure within a reasonable period thereafter. The Issuer also intends to apply to the Principal Regulator for a full revocation of the FFCTO within the same time period.

m. In addition, the Issuer intends to use the proceeds of the Private Placement to ensure that it is able to meet its upcoming continuous disclosure obligations for the year ended December 31, 2025 and thereafter. The remaining proceeds of the Private Placement will be used for general working capital purposes.

n. The Private Placement will be subject to the approval of the TSXV and will be completed in accordance with all applicable laws.

o. The Issuer intends to allocate the proceeds from the Private Placement as follows:

Description

Cost (thousands)

Accounting, audit and legal fees associated with the preparation and filing of the relevant continuous disclosure documents;

$1,000

Costs and fees associated with the Private Placement;

$100

Legacy accounts payable, including accounting and legal fees, consulting fees and outstanding transfer agent fees;

$300

Working capital and general and administrative expenses;

• Salaries;

$315

• Travel, IT, telecommunication and administrative expenses;

$172

• Rent; and

$42

• Insurance; and

$31

Filing fees associated with filing the Unfiled Documents and the application for full revocation of the FFCTO, including fees payable to the Regulators, including (i) all amounts owing to the Regulators for unpaid participation fees, filing fees and late fees, and (ii) all amounts payable to the Regulators for participation fees, filing fees and late fees when the Issuer files its late annual filings for the years ended December 31, 2024 and December 31, 2025, and any other continuous disclosure documents, fees payable to TSXV with respect to the reinstatement of trading on TSXV and the Private Placement.

$40

Total:

$2,000

p. The Issuer reasonably believes that, although there can be no assurance that the Private Placement will be completed in full, completion of the Private Placement as proposed herein would generate sufficient proceeds to permit the Issuer to bring its continuous disclosure obligations, including the Unfiled Continuous Disclosure, up to date, to satisfy all related outstanding fees (including those associated with an application for a full revocation of the FFCTO), to apply for a full revocation of the FFCTO, and to provide sufficient working capital to continue its business until the FFCTO has been fully revoked.

q. As the Private Placement would involve a trade of securities and acts in furtherance of a trade, the Private Placement cannot be completed without a partial revocation of the FFCTO.

r. The Private Placement will be completed in accordance with all applicable laws. Prior to completion of the Private Placement, the Issuer agrees to:

(i) provide any investor to the Private Placement with a copy of the FFCTO and a copy of the partial revocation order; and

(ii) obtain from each investor in connection with the Private Placement a signed and dated acknowledgment, which will be provided upon request to the Principal Regulator, which clearly states that all of the Issuer’s securities, including the securities issued in connection with the Private Placement, will remain subject to the FFCTO, and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.

s. Upon issuance of this partial revocation order, the Issuer agrees to issue a press release announcing this partial revocation order and the intention to complete the Private Placement. Upon completion of the Private Placement, the Issuer will issue a press release and file a material change report, in accordance with applicable securities laws. As other material events transpire, the Issuer will issue appropriate press releases and file material change reports, as applicable.

t. Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Issuer that have not been disclosed to the public. Notwithstanding the foregoing, and for greater certainty, the Issuer notes that in March 2025, prior to the issuance of the FFCTO, the Issuer replaced Computershare Investor Services Inc. with Odyssey Trust Company as the registrar and transfer agent of the Company.

Order

4The Principal Regulator is satisfied that a partial revocation order of the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.

5The decision of the Principal Regulator under the Legislation is that the FFCTO is partially revoked solely to permit the trades in securities of the Issuer (including for greater certainty, acts in furtherance of trades in securities of the Issuer) that are necessary for and are in connection with the Private Placement, provided that:

a. prior to the completion of the Private Placement, the Issuer will:

(i) provide to each investor participating in the Private Placement with a copy of the FFCTO;

(ii) provide to each investor participating in the Private Placement with a copy of this partial revocation order; and

(iii) obtain a signed and dated acknowledgement from each investor participating in the Private Placement that clearly states that the securities of the Issuer acquired by the investors participating in the Private Placement will remain subject to the FFCTO until a full revocation order is granted, and that a partial revocation of the FFCTO does not guarantee the issuance of a full revocation order in the future;

b. the Issuer will make available a copy of the written acknowledgements referred to in paragraph 5(a)(iii) above to staff of the Principal Regulator on request; and

c. this partial revocation order only varies the FFCTO and does not provide an exemption from the prospectus requirement.

6This order will terminate on the earlier of:

(i) the completion of the Private Placement; and

(ii) 90 days from the date hereof.