HORIZON PETROLEUM LTD. ANNOUNCES CONVERTIBLE DEBENTURE FINANCING

Executive Summary

• Horizon Petroleum announced a private placement of up to $3,000,000 in secured convertible debentures priced at $1,000 per debenture.
• Proceeds will fund the final payment for the acquisition of its Polish subsidiaries, civil works for the Lachowice 7 gas well re‑entry, and general working capital.
• The debentures bear 15% annual interest, mature 24 months after closing (expected Nov 30 2025), and are convertible into units at $0.10 per unit (each unit = 1 common share + ½ warrant).

Key Details

• Offering Size & Price: Up to $3,000,000 aggregate principal; $1,000 per debenture.
• Security Position: Second‑position secured behind existing $720,000 May 2025 debentures (due May 20 2026).
• Interest Rate: 15% per annum from issuance date until maturity.
• Maturity & Conversion: Maturity 24 months after closing; conversion price $0.10 per unit, exercisable any time before the business day preceding the maturity date.
• Unit Composition: 1 common share + ½ of a common‑share purchase warrant (full warrant exercisable at $0.15 per share for 36 months from closing).
• Use of Proceeds:
• Final payment to San Leon Energy for acquisition of 100% of Polish subsidiaries (Bielska‑Biala & Cieszyn concessions).
• Long‑lead items and civil works for re‑entry of the Lachowice 7 gas well.
• General working capital in Poland and Canada.
• Closing Date: Anticipated November 30, 2025, subject to TSXV approval and customary closing conditions.
• Related Party Participation: Insiders expected to participate; transaction qualifies as a related‑party under MI 61‑101 but is exempt from formal valuation/minority approval requirements per Sections 5.5(a) & 5.7(1)(a). No special committee formed; no dissent recorded.
• Finder’s Fees/Commissions: Up to 7% cash and 7% warrants may be paid to finders.
• Statutory Hold Period: All securities issued are subject to a four‑month hold period.
• Warrant Amendment: Company intends to amend exercise price of existing May 2025 warrants (3,775,000 warrants) from $0.20 to $0.15 per share to align with new warrant terms; also subject to TSXV approval and considered a related‑party transaction under MI 61‑101.

Notable Quotes

• David Winter, CEO: “This financing will allow Horizon to pay the final payment to San Leon Energy for the acquisition of our 100% wholly owned Polish subsidiary companies… Additionally, the proceeds will pay for the long lead items and civil works for the planned re‑entry of the Lachowice 7 gas well and provide working capital for general corporate purposes in Poland and in Canada.”