Independent proxy advisory firms recommend Kiwetinohk Energy shareholders vote IN FAVOUR of the arrangement with Cygnet Energy Ltd.

Executive Summary

• Independent proxy advisory firms, including ISS, recommend Kiwetinohk Energy shareholders vote FOR the proposed statutory plan of arrangement with Cygnet Energy Ltd.
• The arrangement offers cash consideration of $24.75 per share, valuing equity at ~$1.1 billion and enterprise value at ~$1.4 billion, representing a premium of 63% to the March 5, 2025 price and 10% to the October 27, 2025 price.
• The Board and Special Committee unanimously endorse the arrangement and urge shareholders to vote in favor at the special meeting on December 16, 2025.

Key Details

• Proxy Advisory Recommendations: ISS and another leading firm have independently reviewed the arrangement and recommend a FOR vote, citing fair cash premium, reasonable valuation ($22‑$27 per share), and certainty of an all‑cash exit.
• Cash Consideration: $24.75 per Share → approx. $1.1 billion equity value (44,615,423 Shares outstanding, non‑diluted).
• Enterprise Value: Approx. $1.4 billion.
• Premiums:
• 63% to TSX closing price of $15.20 on March 5 2025 (initial strategic alternatives announcement).
• 10% to TSX closing price of $22.42 on October 27 2025 (day before public arrangement announcement).
• Support Agreements: Directors, officers, and the two largest shareholders support the arrangement, representing ~79% of issued shares and 38% of votes needed for minority approval.
• Special Committee & Advisors: Independent Special Committee oversaw the process; financial advisors were National Bank Capital Markets and RBC Capital Markets; valuation by Peters & Co.; fairness opinions from NBF and Peters & Co.
• Meeting Details:
• Date: December 16, 2025, 9:00 a.m. MT
• Location: Livingston Place, Calgary, Alberta
• Record date for voting eligibility: November 10, 2025.
• Voting Instructions: Proxies must be received by 9:00 a.m. MT on December 15, 2025 (or the business day before a postponed meeting). Contact Laurel Hill Advisory Group for assistance.

Notable Quotes

“We are pleased that ISS has recommended that Kiwetinohk shareholders vote FOR the Arrangement. In our view, the Arrangement provides full and fair value for Kiwetinohk's shares … and delivers immediate, all‑cash certainty at a premium to both the unaffected price and the levels at which the company has historically traded.” – Beth Reimer‑Heck, Chair, Independent Special Committee

“The Board of Directors of Kiwetinohk Energy Corp. unanimously recommends that Shareholders vote FOR the Arrangement Resolution.” – Board Statement