BLUENERGIES ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF UNITS FOR GROSS PROCEEDS OF C$20.7 MILLION

BLUENERGIES ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF UNITS FOR GROSS PROCEEDS OF C$20.7 MILLION PR Newswire VANCOUVER, BC , July 23, 2026 /PRNewswire/ - BluEnergies Ltd. (TSXV: BLU) (OTCQX: BLUGF ) (F: 66E) ("BLU" or the "Company") is pleased to announce that, further to its news releases dated July 9, 2026 and July 21, 2026, it has closed its previously announced non-brokered private placement (the "Offering"). The Company issued 9,202,027 units of the Company (each, a "Unit") at a price of C$2.25 per Unit for aggregate gross proceeds of C$20,704,560.75. Each Unit consists of one common share of the Company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant").

Each Warrant entitles the holder to purchase one additional Common Share at an exercise price of C$3.00 for a period of three years from the closing date, expiring July 23, 2029. The Company intends to use the net proceeds from the Offering for the exploration and advancement of the Company's assets and for working capital and general corporate purposes. In connection with the Offering, the Company paid finder's fees to eligible arm's-length parties in accordance with the policies of the TSX Venture Exchange (the "TSXV"), consisting of a cash commission of C$1,005,683.85 equal to 6% of the gross proceeds raised from subscribers introduced by the finder and 446,970 finder's warrants (the "Finder's Warrants") equal to 6% of the securities sold to such subscribers.

Each Finder's Warrant is exercisable into one Common Share at a price of C$3.00 until July 23, 2029 and is non- transferrable . All securities issued pursuant to the Offering, including the Common Shares issuable on exercise of the Warrants and the Finder's Warrants, are subject to a statutory hold period of four months and one day from the closing date, expiring November 24, 2026, in accordance with applicable Canadian securities legislation. The Offering remains subject to the final acceptance of the TSXV.

Following completion of the Offering, the Company has 82,154,849 Common Shares issued and outstanding. No new Control Person (as defined in the policies of the TSXV) was created as a result of the Offering. No finder's fee was paid and no Finder's Warrants were issued in connection with the portion of the Offering subscribed for by insiders of the Company.

Related Party Transaction Disclosure Certain insiders of the Company subscribed for an aggregate of 192,000 Units under the Offering for aggregate gross proceeds of C$432,000, representing approximately 2.1% of the Offering. Participation by insiders in the Offering constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions  ("MI 61-101") and Policy 5.9 of the TSXV. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25% of the Company's market capitalization, in each case as determined in accordance with MI 61-101.

The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, as the details of the Offering and the participation of insiders of the Company were not settled until shortly prior to closing, and the Company deemed it reasonable in the circumstances to close the Offering on an expedited basis in order to obtain the proceeds thereof as soon as practicable. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

Extension of Financial Advisory Agreement with Haywood Securities Inc. The Company further announces that, further to its news release dated April 16, 2026, it has mutually agreed with Haywood Securities Inc. ("Haywood") to extend the term of their strategic advisory services agreement (the "Haywood Advisory Agreement") by an additional three (3) months, expiring October 15, 2026. Subject to the acceptance of the TSXV, the Company will issue to Haywood 125,000 Common Shares at a deemed price of C$2.15 per share and 125,000 common share purchase warrants, each exercisable into one Common Share at a price of C$2.15 for a period of twenty-four (24) months from the date of the Haywood Advisory Agreement, expiring April 15, 2028. The Company will also settle the C$60,000 consulting fee payable for the initial three (3) month term of the Haywood Advisory Agreement through the issuance of 27,907 Common Shares at a deemed price of C$2.15 per share, and will continue to pay Haywood a monthly consulting fee of C$20,000, plus applicable taxes, payable in arrears and settled in Common Shares at the closing price on the date immediately prior to issuance.

Haywood is at arm's length to the Company. All securities issued will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities laws. About BluEnergies  Ltd.

BluEnergies Ltd. is a Canadian based oil and gas exploration and development company focused on offshore West Africa. The Company has recently partnered with TotalEnergies to explore its basin floor fan plays in Blocks LB-26, LB-30, and LB-31 covering an area of approximately 8,924 square kilometers (~2.2 million acres) located in the Harper Basin, in the deep-water offshore Liberia. Additionally, the Company recently acquired a previously discovered and tested sand channel play offshore Louisiana in the shallow water Gulf of America.

For additional information on BluEnergies Ltd., please refer to the Company's website, www .blu-energies.com . Neither the TSX  Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX  Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. Cautionary Note Regarding Forward-Looking Information Certain statements made and information contained in this news release constitute "forward-looking information" within the meaning of applicable securities legislation ("forward-looking information").

Generally, this forward-looking information can, but not always, be identified by use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events, conditions or results "will", "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotations thereof. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.

In particular, this news release contains forward-looking information regarding the expected use of proceeds from the Offering, the Offering being subject to TSXV final acceptance and the Company continuing to pay Haywood a monthly consulting fee. There can be no assurance that such statements will prove to be accurate, as the Company's actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed in the "Risk Factors" section in the Company's most recent MD&A available under the Company's profile at www . sedarplus .ca . Although the Company has attempted to identify important factors that would cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.

The forward-looking information contained in this news release is based on information available to the Company as of the date of this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All of the forward-looking information contained in this news release is qualified by these cautionary statements.

Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof. Except as required under applicable securities legislation and regulations applicable to the Company, the Company does not intend, and does not assume any obligation, to update this forward-looking information. View original content to download multimedia: https://www.prnewswire.com/news-releases/bluenergies-announces-closing-of-non-brokered-private-placement-of-units-for-gross-proceeds-of-c20-7-million-302833663.html SOURCE BluEnergies Ltd. PR Newswire July 23, 2026 - 12:45 PM PDT News by QuoteMedia www.quotemedia.com