Valor Energy Announces $5M Private Placement To Sell Up To 2,145,923 Shares At $2.33/Share To Fund AI Data Center Development And Working Capital

Shares Private Placement

 

On October 19, 2026, Valor Energy Inc (the "Company") entered into a certain securities purchase agreement (the "SPA") with certain purchasers (the "Investors"), pursuant to which the Company agreed to sell an aggregate of up to 2,145,923 shares of common stock (the "Shares"), par value $0.0001 per share, at a purchase price of $2.33 per Share. The aggregate gross proceeds to the Company from the Offering, if all Shares are sold, will be approximately $5,000,000.

 

Each Investor has represented that it is either (i) an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) a "sophisticated investor" as defined in Rules 501 and 506(b)(2) under the Securities Act. Each Investor is acquiring the Shares for investment purposes for its own account and not with a view to a distribution of all or any part thereof. The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the absence of any material adverse effect, and (b) the absence of legal proceedings that affect the completion of the transactions contemplated by the SPA.

 

Assuming the accuracy of each Investor’s representations and warranties, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Investors as contemplated by the SPA. The Shares are being offered and sold in reliance on an exemption provided by Regulation D of the Securities Act.

 

The net proceeds from the sale of the Shares shall be used by the Company for AI data center project development, and working capital and general corporate purposes.

 

The consummation of the Offering is subject to various closing conditions. The closing of the Offering shall occur upon the satisfaction or waiver of all such closing conditions.