CVW Sustainable Royalties Announces $25 Million Brokered Offering

CVW Sustainable Royalties Announces $25 Million Brokered Offering

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CALGARY, AB, Feb. 4, 2026 /CNW/ - CVW Sustainable Royalties Inc. (TSXV: CVW) (FSE: TMD) ("CVW Royalties" or the "Company") is pleased to announce that it has entered into an agreement with Stifel Nicolaus Canada Inc. to act as lead agent and co-bookrunner, on behalf of a syndicate of agents including Paradigm Capital Inc. (the "Agents"), in connection with a best-efforts private placement offering (the "Offering"), consisting of up to 32,051,000 units of the Company (each, a "Unit") at an issue price of $0.78 per Unit (the "Offering Price") for expected gross proceeds of up to approximately $25.0 million.

Each Unit shall consist of one common share (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant shall be exercisable to purchase an additional Common Share at a price of $0.95 per Warrant for a period of two years from the Closing Date (as defined below). At any time following the 6-month anniversary of the Closing Date, and from time to time thereafter, if the VWAP of the Common Shares exceeds $1.20 for 30 consecutive trading days at any time, the Company may, within 20 days following such occurrence but without having been required to act upon the first occurrence thereof, deliver a notice to the holders thereof accelerating the expiry date of the Warrants to a date that is 30 calendar days after the date of such notice.

In connection with the Offering, the Company has granted the Agents an option to sell up to such number of additional Units which is equal to 15% of the Units sold under the Offering at the Offering Price (the "Agents' Option"). The Agents' Option will be exercisable in whole or in part, at the sole discretion of the Agents, up to 48 hours prior to the Closing Date (as defined below).

The Units will be offered by way of private placement pursuant to applicable exemptions from prospectus requirements in each of the provinces of Canada and in such other jurisdictions as may be mutually agreed between the Company and the Agents. The Common Shares and Warrants underlying the Units issued under the Offering will be subject to a four-month and one-day statutory hold period in accordance with applicable Canadian securities laws.

The Company intends to use the net proceeds from the Offering to fund future royalty transactions, diligence and closing expenses related thereto, and general corporate purposes.

The Offering is expected to close on or about February 26, 2026, or such other date(s) as may be determined by the Company and acceptable by the Agents (the "Closing Date"). The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the "TSXV"). All amounts included herein are in Canadian dollars.

The securities being offered pursuant to the Offering have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Common Shares in any state in which such offer, solicitation or sale would be unlawful. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.

About CVW Royalties

CVW Royalties invests in sustainability-focused technologies and operations providing returns linked to commodities and commodity-like products. CVW Royalties is building a portfolio of royalty-based cash flow streams by partnering with clean technology innovators in the commodity space. CVW Royalties is also the 100% owner of its proprietary technology, Creating Value from Waste™ ("CVW™"), which is designed to recover bitumen, solvents, critical minerals, and water from oil sands froth treatment tailings, which would reduce tailings pond fugitive methane emissions, volatile organic compounds, and enhance tailings management for Alberta's oil sands.

Additional information on CVW™ can be found within the Process and Technology Overview which is accessible using the link below:

https://cvwtechnology.com/technology/process-and-technology-overview/

CVW Royalties trades on the TSXV under the symbol "CVW", on the OTCQX under "CVWFF", and on the Frankfurt Stock Exchange under the symbol "TMD".

Disclosure Regarding Forward-Looking Information

This news release contains forward-looking statements and information within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements") that reflect the current expectations of management about the future results, performance, achievements, prospects, or opportunities for the Company. Forward-looking statements are frequently, but not always, identified by words such as"expects","anticipates","believes","intends","estimates","potential","possible" and similar expressions, or statements that events, conditions or results"will","may","could" or"should" occur or be achieved.

More particularly and without limitation, the forward‐looking information in this news release includes expectations regarding the Company's financing plans and receipt of regulatory and TSXV approvals; expectations regarding the Offering, the proceeds therefrom and the closing thereof; expectations concerning the Company's plans and objectives in respect of the Offering's net proceeds; expectations concerning the Agents' Option; the Company's objectives, goals or future plans; the potential for the Company's royalty investment strategy to create value; the Company's strategy to create long-term shareholder value and accelerate growth; and the potential to generate positive, commodity-linked returns through partnerships with sustainable companies. Forward-looking statements are statements about the future and are inherently uncertain, and actual results of the Company may differ materially from those reflected in forward-looking statements due to a variety of risks, uncertainties and other factors. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. Important factors that could cause actual results to differ materially from the Company's expectations include: current estimates and predictions being based on certain assumptions about the industry in which the Company operates and macroeconomic conditions generally; uncertainties in the timing and receipt of regulatory and exchange approvals; uncertainties involved in disputes and litigation; fluctuations in interest rates, commodity prices, currency exchange rates, and other financial conditions, and the resultant effect on the viability of investments; changes in the availability, and cost, of technical labour required for our business; price escalation and/or inflationary pressures affecting the cost of equipment and material required to commercialize our projects; the uncertainty of estimates of capital and operating costs; the need to obtain additional financing and uncertainty as to the availability and terms of future financing; the impact on the Company of increasing inflation; and other risks and uncertainties disclosed in other information released by the Company from time to time and filed with the appropriate regulatory agencies.

All forward-looking statements are based on the Company's beliefs and assumptions which are based on information available at the time these assumptions are made, and are necessarily based upon several assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. The Company has made the following assumptions in relation to the forward-looking statements in this press release: the successful conclusion of the Offering on the terms as announced; the Company's royalty investment strategy will be successfully implemented and will create value for the Company. The forward-looking statements contained herein are as of the date set out above and are subject to change after this date, and the Company assumes no obligation to publicly update or revise the statements to reflect new events or circumstances, except as may be required pursuant to applicable laws.

Although management believes that the expectations represented by such forward-looking statements are reasonable, there is significant risk that the forward-looking statements may not be achieved, and the underlying assumptions thereto will not prove to be accurate. Actual results or events could differ materially from the plans, intentions and expectations expressed or implied in any forward-looking statements, including the underlying assumptions thereto, as a result of numerous risks, uncertainties and factors including: failure to complete the Offering on the terms as announced or at all; failure to derive benefits from the Company's royalty investment strategy; failure to receive regulatory approvals; the possibility that opportunities will arise that require more cash than the Company has or can reasonably obtain; dependence on key personnel; dependence on corporate collaborations; potential delays; uncertainties related to early stage of technology and product development; uncertainties as to fluctuation of the stock market; uncertainties as to future expense levels and the possibility of unanticipated costs or expenses or cost overruns; and other risks and uncertainties which may not be described herein. 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE CVW Sustainable Royalties Inc.