Petrus Resources Announces Strategic Acquisition of Oil Weighted Deep Basin Assets and $10 Million LIFE Offering

Executive Summary

• Petrus Resources entered a definitive agreement to acquire operated Cardium light‑oil assets in central Alberta for an approximate purchase price of $33.4 million.
• The acquisition is expected to add roughly 2,000 boe/d of production (≈640 bbl/d crude oil, 4,580 mcf/d gas, 600 bbl/d NGLs) and increase liquids weighting to about 40 %, delivering near‑term cash flow and long‑life reserves.
• To fund the deal, Petrus arranged a $6 million bought‑deal private placement (3,428,571 shares at C$1.75) and will conduct an additional $4 million non‑brokered private placement, with any shortfall to be covered by a newly amended $35 million term facility.

Key Details

• Purchase Price: $33.4 M (subject to customary adjustments).
• Production Impact: +2,000 boe/d (640 bbl/d crude, 4,580 mcf/d gas, 600 bbl/d NGLs).
• Liquids Weighting (post‑transaction): ~40 % (+11 pp).
• Acquisition Metrics:
• 2.0× operating income multiple.
• $16,700 per flowing boe/d.
• Purchase price ≈51 % of PDP NPV‑10.
• Reserves Added (as of Dec 31 2024):
• Proved developed producing reserves: 5.8 MMboe (+33 %).
• NPV‑10 value of added reserves: $66.1 M (+32 %).
• Closing Timeline: Effective Feb 1, 2026; expected close ≈Feb 19, 2026 (subject to regulatory approvals).
• Financing Structure:
• Term Facility: Non‑revolving up to $35 M, interest = Canadian Prime + 3.75%, two‑year maturity, prepayment allowed without penalty.
• Bought‑Deal Private Placement: 3,428,571 common shares @ C$1.75 each → gross proceeds ≈ C$6 M.
• Non‑Brokered Private Placement: 2,285,714 common shares @ C$1.75 each → gross proceeds ≈ $4 M.
• Over‑Allotment Option: Up to 514,285 additional shares at the same price, exercisable up to 48 h before closing.
• Use of Proceeds: Primarily to fund a portion of the $33.4 M purchase price; if the acquisition does not close, proceeds will be used to reduce existing debt under current credit facilities.
• Fees & Compensation: 6 % cash commission on bought‑deal gross proceeds payable to underwriters; strategic advisor Haywood to receive a fee partly in cash and partly via issuance of 85,714 shares at the offering price.

Notable Quotes

“The Harmattan Cardium asset represents a concentrated operated position that complements our existing Deep Basin footprint and enhances our liquids weighting and corporate scale,” – Ken Gray, President & CEO.

Materiality Assessment: Material – Positive (significant acquisition that materially expands production, reserves, and cash‑flow generation; accompanied by sizable financing activity).