NG ENERGY ANNOUNCES CLOSING OF SINU-9 TRANSACTIONS

Executive Summary

• NG Energy International Corp. closed the Sinú‑9 Transactions, receiving a total cash consideration of US $150 million from Maurel & Prom and an additional ~US $24 million from minority partners.
• The company now holds a 39% non‑operating working interest in the Sinú‑9 Block, with Maurel & Prom operating a 61% interest; a call option for an extra 5% remains exercisable until Jan 5 2027.
• Net capital expenditures for 2026 are projected at ~US $50 million to drill six wells at Sinú‑9 (starting Hechicero‑1X) and one well at Maria Conchita (Aruchara‑5).

Key Details

• Transaction Consideration:
• Total cash consideration from Maurel & Prom: US $150 M.
• Initial payment received: US $40 M.
• Revised payment schedule for remaining US $110 M:
  • US $25 M paid at closing,
  • US $42.5 M payable on Apr 5 2026 (3 months post‑closing),
  • US $42.5 M payable on Jul 5 2026 (6 months post‑closing).

• Minority Partner Transactions: Overall consideration reduced to approximately US $24 M.

• Working Interests Post‑Closing:

• NG Energy: 39% non‑operating working interest.
• Maurel & Prom: 61% operating working interest.

• Call option: Right for M&P to purchase an additional 5% working interest until Jan 5 2027 (subject to cash‑flow adjustments from Feb 1 2025).

• 2026 Development Plan:

• Six wells slated for drilling at Sinú‑9 in 2026, commencing with Hechicero‑1X in January.
• One additional well (Aruchara‑5) to be spudded at Maria Conchita in January.

• Pipeline loop expected to be completed by Q2 2026, raising transport capacity to 40 MMcf/d.

• Capital Expenditure: Net capex for 2026 estimated at ~US $50 M (includes NGE’s share of six Sinú‑9 wells and the Maria Conchita well).

• Normal Course Issuer Bid (NCIB):

• Revised notice filed to purchase up to 17,661,657 common shares (≈10% of public float) over a twelve‑month period.
• NCIB to commence immediately, terminating Jan 5 2027 or earlier if completed.

• Purchases will be made through TSXV facilities via Haywood Securities Inc., not exceeding 2% of outstanding shares in any 30‑day window.

• Board Nominee Slate for AGM (Jan 22 2026):

• Proposed increase to seven directors.
• New nominees: Keith Hill (Vice Chairman), Paul Saad, and Jorge Fonseca Chaumer (CEO).
• Continuing directors: Brian Paes‑Braga (Executive Chairman), Brian T. O’Neill, Don Sewell, Patricia Herrera Paba.

• Ronald Pantin and Humberto Calderon Berti will not stand for re‑election.

• Management Commentary:

• Executive Chairman Brian Paes‑Braga highlighted the transaction as a “foundational milestone,” providing significant funding and balance‑sheet flexibility.
• CEO Jorge Fonseca emphasized that the partnership with Maurel & Prom positions NGE to execute an aggressive 2026 drilling program, increase production volumes, and capitalize on premium gas pricing in Colombia.

Notable Quotes

• Brian Paes‑Braga: “The completion of this landmark transaction… delivers significant funding to fast‑track development at Sinú‑9 while allowing for maximum balance sheet flexibility…”
• Jorge Fonseca (CEO): “With M&P as Sinú‑9 operator and our aligned interests, we are well‑positioned to execute an aggressive drilling program in 2026… dramatically increase production volumes and reserves.”