Author: GlobeNewswire

Athabasca Oil Announces Renewal of Normal Course Issuer Bid

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CALGARY, Alberta, March 14, 2025 (GLOBE NEWSWIRE) — Athabasca Oil Corporation (TSX: ATH) (“Athabasca” or the “Company”) is pleased to announce that the Toronto Stock Exchange (“TSX”) has approved the renewal of the Corporation’s normal course issuer bid (“NCIB”) to purchase up to 50,432,973 common shares during the 12-month period commencing March 18, 2025 and ending March 17, 2026 or such earlier time as the NCIB is completed or terminated at the option of Athabasca. The Company’s current NCIB is scheduled to expire on March 17, 2025.

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Athabasca’s renewal of its NCIB is based on the strength of the balance sheet and the Company’s commitment to augmenting shareholder returns through a buyback program. The Company’s capital allocation framework balances material near-term return of capital initiatives for shareholders, with a multi-year growth trajectory of cash flow per share. Athabasca sees intrinsic value not reflected in the current share price and in 2025 is planning to allocate 100% of Free Cash Flow to shareholders through buybacks.

Pursuant to the NCIB, the maximum number of common shares to be purchased represents 10% of the public float, as defined by the TSX. As of March 4, 2024, the Company had a public float of 504,329,730 common shares and 513,745,684 common shares issued and outstanding. Purchases will be made on the open market through the facilities of the TSX and/or alternative trading systems in Canada at market prices prevailing at the time of the acquisition. The number of common shares that can be purchased pursuant to the NCIB is subject to a daily maximum of 594,362 common shares (which is equal to 25% of the average daily trading volume on the TSX of 2,377,450 from September 1, 2024 to February 28, 2025), with the exception that one block purchase in excess of the daily maximum is permitted per calendar week. Common shares acquired under the NCIB will be cancelled.

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In connection with the NCIB, Athabasca will enter into an automatic share purchase plan (“ASPP”) with its designated broker to allow for purchases of its common shares under the NCIB during blackout periods. Such purchases would be at the discretion of the broker based on parameters established by the Company prior to any blackout period or any period when it is in possession of material undisclosed information. Outside of these blackout periods, common shares will be repurchased in accordance with management’s discretion, subject to applicable law.

Under the Company’s current NCIB that is scheduled to expire on March 17, 2025, the Company was approved by the TSX to repurchase up to 55,423,786 common shares, being 10% of the public float. As of March 4, 2024, the Company has repurchased 51,574,700 common shares through market purchases on the TSX and other alternative Canadian securities trading platforms, at a volume-weighted average purchase price of approximately $5.12 per common share. The Company expects to fully execute the annual NCIB allotment before termination, for the second consecutive year.

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About Athabasca Oil Corporation

Athabasca Oil Corporation is a Canadian energy company with a focused strategy on the development of thermal and light oil assets. Situated in Alberta’s Western Canadian Sedimentary Basin, the Company has amassed a significant land base of extensive, high quality resources. Athabasca’s light oil assets are held in a private subsidiary (Duvernay Energy Corporation) in which Athabasca owns a 70% equity interest. Athabasca’s common shares trade on the TSX under the symbol “ATH”. For more information, visit www.atha.com.

For more information, please contact:
Matthew Taylor Robert Broen
Chief Financial Officer President and CEO
1-403-817-9104 1-403-817-9190
mtaylor@atha.com rbroen@atha.com
   

Reader Advisory:

This News Release contains forward-looking information that involves various risks, uncertainties and other factors. All information other than statements of historical fact is forward-looking information. The use of any of the words “anticipate”, “plan”, “project”, “continue”, “maintain”, “estimate”, “expect”, “will”, “target”, “forecast”, “could”, “intend”, “potential”, “guidance”, “outlook” and similar expressions suggesting future outcome are intended to identify forward-looking information. The forward-looking information is not historical fact, but rather is based on the Company’s current plans, objectives, goals, strategies, estimates, assumptions and projections about the Company’s industry, business and future operating and financial results. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. No assurance can be given that these expectations will prove to be correct and such forward-looking information included in this News Release should not be unduly relied upon. This information speaks only as of the date of this News Release. In particular, this News Release contains forward-looking information pertaining to, but not limited to, the following: our strategic plans; repayment plans; the allocation of future capital; timing and quantum for shareholder returns including share buybacks; the terms of our NCIB program and ASPP; and other matters.

The actual number of common shares that will be repurchased under the NCIB, and the timing of any such purchases, will be determined by the Company on management’s discretion, subject to applicable securities laws. There cannot be any assurances as to how many common shares, if any, will ultimately be acquired by the Company.


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Calfrac Reports Fourth Quarter 2024 Results

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CALGARY, Alberta, March 13, 2025 (GLOBE NEWSWIRE) — Calfrac Well Services Ltd. (“Calfrac” or “the Company”) (TSX: CFW) announces its financial and operating results for the three months and year ended December 31, 2024. The following press release should be read in conjunction with the management’s discussion and analysis and annual consolidated financial statements and notes thereto as at December 31, 2024. Readers should also refer to the “Forward-looking statements” legal advisory and the section regarding “Non-GAAP Measures” at the end of this press release. All financial amounts and measures are expressed in Canadian dollars unless otherwise indicated. Additional information about Calfrac is available on the SEDAR+ website at www.sedarplus.ca, including the Company’s Annual Information Form for the year ended December 31, 2024.

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CEO’S MESSAGE

Calfrac achieved revenue of $381.2 million during the fourth quarter, an 11 percent decline from the third quarter, primarily due to a normal seasonal slowdown in activity. During 2024, Calfrac improved upon its year-over-year safety record as it finished the year with a Total Recordable Injury Frequency (“TRIF”) of 0.92, as compared to 1.05 in 2023. Calfrac’s North American customer landscape continues to be impacted by consolidation and asset divestitures within the E&P industry. The Company expects to navigate these evolving market conditions through 2025 by prudently deploying capital and maximizing net income to generate sustainable returns for its shareholders.

Calfrac’s Chief Executive Officer, Pat Powell commented: “I am happy with how the Calfrac team rebounded in 2024 after a very challenging first quarter in North America, and I am confident that we can successfully navigate the current headwinds while capitalizing on the growth opportunities in Argentina with the deployment of another large fracturing fleet in early 2025.”

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SELECT FINANCIAL HIGHLIGHTS – CONTINUING OPERATIONS

  Three Months Ended Dec. 31,
  Years Ended Dec. 31,
 
  2024   2023 Change   2024 2023 Change  
(C$000s, except per share amounts) ($)   ($) (%)   ($) ($) (%)  
(unaudited)            
Revenue 381,230   421,402 (10 ) 1,567,482 1,864,281 (16 )
Adjusted EBITDA(1) 34,512   62,591 (45 ) 190,994 325,456 (41 )
Consolidated cash flows provided by operating activities 84,471   121,284 (30 ) 127,184 281,634 (55 )
Capital expenditures 32,955   49,397 (33 ) 170,289 165,414 3  
Net (loss) income (6,424 ) 13,202 NM   8,535 197,569 (96 )
Per share – basic (0.07 ) 0.16 NM   0.10 2.43 (96 )
Per share – diluted (0.07 ) 0.15 NM   0.10 2.24 (96 )
As at Dec. 31, Dec. 31, Change
  2024 2023  
(C$000s) ($) ($) (%)
(unaudited)      
Cash and cash equivalents 44,045 34,140 29
Working capital, end of year(2) 273,901 236,392 16
Total assets, end of period 1,234,840 1,126,197 10
Long-term debt, end of period 320,908 250,777 28
Net debt(1)(3) 300,347 241,065 25
Total consolidated equity, end of period 653,330 615,903 6

(1) Refer to “Non-GAAP Measures” on page 7 for further information.
(2) Working capital excludes the current portion of long-term debt of $150.0 million.
(3) Refer to note 14 of the consolidated annual financial statements for further information.

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FOURTH QUARTER OVERVIEW

In the fourth quarter of 2024, the Company:

  • generated revenue of $381.2 million, a decrease of 10 percent from the comparative quarter in 2023 primarily due to lower activity and pricing in North America, offset partially by activity with its new offshore coiled tubing unit in Argentina;
  • reported Adjusted EBITDA of $34.5 million versus $62.6 million in the fourth quarter of 2023 primarily due to the lower revenue base in North America;
  • recorded a $12.7 million write-off of property, plant and equipment related to specifically identified U.S. fracturing assets;
  • revised its salvage value estimate for certain of its fracturing equipment components to align with current operational experience, which resulted in a one-time depreciation charge of $12.2 million related to fully depreciated components;
  • recorded an income tax recovery of $15.6 million, which was mainly related to the conversion of non-repayable intercompany debt into equity in Argentina and lower profitability in the United States;
  • reported a net loss of $6.4 million or $0.07 per share diluted compared to a net income of $13.2 million or $0.15 per share diluted in the comparable quarter in 2023;
  • reported period-end working capital of $273.9 million, which includes a cash balance of $44.0 million versus $236.4 million at December 31, 2023; and
  • incurred capital expenditures of $33.0 million which included approximately $21.0 million to grow the fracturing fleet in Argentina and continue its Tier IV fleet modernization program in North America.

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FINANCIAL OVERVIEW – CONTINUING OPERATIONS
THREE MONTHS AND YEARS ENDED DECEMBER 31, 2024 VERSUS 2023

NORTH AMERICA

  Three Months Ended Dec. 31,
  Years Ended Dec. 31,
 
  2024 2023 Change   2024 2023 Change  
(C$000s, except operational and exchange rate information) ($) ($) (%)   ($) ($) (%)  
(unaudited)            
Revenue 289,883 331,688 (13 ) 1,161,588 1,522,348 (24 )
Adjusted EBITDA(1) 23,121 48,070 (52 ) 123,764 282,863 (56 )
Adjusted EBITDA (%)(1) 8.0 14.5 (45 ) 10.7 18.6 (42 )
Fracturing revenue per job ($) 35,238 38,678 (9 ) 35,481 42,329 (16 )
Number of fracturing jobs 7,975 8,343 (4 ) 31,766 34,815 (9 )
Active pumping horsepower, end of year (000s) 1,018 1,034 (2 ) 1,018 1,034 (2 )
US$/C$ average exchange rate(2) 1.3982 1.3622 3   1.3698 1.3497 1  

(1) Refer to “Non-GAAP Measures” on page 7 for further information.
(2) Source: Bank of Canada.

OUTLOOK

The Company’s North American outlook for the upcoming year remains stable despite the current uncertainty surrounding the tariff regimes in Canada and the United States as well as the significant E&P industry consolidation that has occurred over the past few years. With the completion of the Coastal GasLink Pipeline, the new LNG Canada project that is expected to start exporting by the second half of 2025, and the expanded Trans Mountain Pipeline now in commercial service, the market fundamentals for completion services in Canada remains constructive. With these projects, Canada now has additional capacity to export natural gas and oil, which should have a positive impact on the cash flows within the energy industry. Calfrac continues to have a strong core customer base in Canada and expects that fracturing and coiled tubing activity in 2025 will increase slightly over the prior year despite the uncertain macro-economic backdrop. In particular, the Company imports certain products, such as sand and chemicals and component parts from the United States, to support its Canadian operations which could be impacted by the recently implemented tariffs. As a result, Calfrac is evaluating alternatives and the availability of applicable tariffs exemptions for products and parts that are imported from the United States.

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As experienced over the last couple of years, activity in the Rockies region of the United States continues to be very challenging during the first quarter due to limited customer activity, resulting from the higher costs of operating in extreme cold weather. To address these seasonal challenges, the Company reduced its operating footprint to six active fracturing fleets to begin the first quarter. Financial results in the United States are expected to improve throughout the year as utilization is anticipated to increase from the first quarter. The outlook for natural gas prices has improved from recent years and consequently, the Company recommenced operations in the Appalachian basin in January with a project that is expected to continue into the third quarter. The Company is also exploring further opportunities to expand its operating scale in this region.

The Company made further progress on its equipment modernization program in North America and exited the quarter with 66 Tier IV Dynamic Gas Blending (“DGB”) pumps operating in the field, which was the equivalent of four Tier IV DGB fleets. By the end of the first quarter of 2025, Calfrac expects to operate the equivalent of five Tier IV DGB fleets in North America with the completion of its 2024 capital program. Inclusive of the Company’s recent capital investments in next generation pumping technology, a significant portion of its North American crewed fleets were dual-fuel capable at the end of 2024.

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THREE MONTHS ENDED DECEMBER 31, 2024 COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2023

REVENUE

Revenue from Calfrac’s North American operations decreased to $289.9 million during the fourth quarter of 2024 from $331.7 million in the comparable quarter of 2023. The Company’s operations in North America had a strong start to the quarter, but witnessed a slow-down in activity as the quarter progressed due to a combination of customer budget exhaustion and a normal seasonal slowdown in December. The Company operated an average of 13 fleets during the fourth quarter in 2024 compared to 15 fleets in the comparable quarter of 2023 resulting in a 4 percent reduction in fracturing jobs completed. Pricing in the United states was lower relative to the comparable quarter in 2023, which contributed to the 13 percent reduction in revenue. Coiled tubing revenue was consistent with the fourth quarter in 2023 as slightly lower activity was offset by the completion of larger jobs.

ADJUSTED EBITDA

The Company’s operations in North America generated Adjusted EBITDA of $23.1 million or 8 percent of revenue during the fourth quarter of 2024 compared to $48.1 million or 14 percent of revenue in the same period in 2023. This decrease was primarily due to the decline in fracturing fleet utilization and lower pricing in the United States.

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YEAR ENDED DECEMBER 31, 2024 COMPARED TO YEAR ENDED DECEMBER 31, 2023

REVENUE

Revenue from Calfrac’s North American operations decreased to $1.2 billion in 2024 from $1.5 billion in 2023. The 24 percent decrease in revenue was primarily due to lower activity in the United States, especially during the first quarter in the Rockies region, combined with lower pricing. In response to these market conditions, Calfrac idled two fracturing fleets in February and operated an average of 13 fleets in North America during 2024 as compared to 15 fleets in 2023. The third quarter of 2024 began slower than the prior year in North America, but gained momentum as the year progressed with the Company operating at near full utilization in September through to the end of November. After which, activity slowed due to a combination of customer budget exhaustion and a normal seasonal slowdown in December. In addition, activity for the Company’s coiled tubing operations decreased by 29 percent from 2023 due to lower demand for its six crewed units.

ADJUSTED EBITDA

The Company’s operations in North America generated Adjusted EBITDA of $123.8 million during 2024 compared to $282.9 million in 2023. This decrease in Adjusted EBITDA was largely driven by lower fracturing and coiled tubing utilization in 2024 as well as lower overall pricing levels in the United States. However, utilization was particularly strong for Calfrac’s fracturing fleets operating in Canada during May and June, as the completion programs of its core clients significantly increased.

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ARGENTINA

  Three Months Ended Dec. 31,
  Years Ended Dec. 31,
 
  2024 2023 Change   2024 2023 Change  
(C$000s, except operational and exchange rate information) ($) ($) (%)   ($) ($) (%)  
(unaudited)            
Revenue 91,347 89,714 2   405,894 341,933 19  
Adjusted EBITDA(1) 15,636 19,946 (22 ) 83,858 63,569 32  
Adjusted EBITDA (%)(1) 17.1 22.2 (23 ) 20.7 18.6 11  
Fracturing revenue per job ($) 101,626 75,225 35   87,309 80,989 8  
Number of fracturing jobs 471 697 (32 ) 2,561 2,481 3  
Active pumping horsepower, end of period (000s) 137 139 (1 ) 137 139 (1 )
US$/C$ average exchange rate(2) 1.3982 1.3622 3   1.3698 1.3497 1  

(1) Refer to “Non-GAAP Measures” on page 7 for further information.
(2) Source: Bank of Canada.

OUTLOOK

Argentina continued to demonstrate operational and financial strength by achieving revenue and Adjusted EBITDA growth from 2023 of 19 percent and 32 percent, respectively. During the past year, Calfrac invested approximately $30.0 million of capital expenditures to expand its fracturing fleet capacity in the Vaca Muerta shale play and began operating another large fracturing fleet during the first quarter of 2025. As a result, activity and financial performance during the first quarter of 2025 is expected to be very strong, building on the significant momentum generated in 2024.

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THREE MONTHS ENDED DECEMBER 31, 2024 COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2023

REVENUE

Calfrac’s Argentinean operations generated revenue of $91.3 million during the fourth quarter of 2024 versus $89.7 million in the comparable quarter in 2023. Activity from the Company’s new offshore coiled tubing unit contributed to the increased revenue during the fourth quarter. However, fracturing revenue and activity were hampered by unplanned downtime in the quarter due to customer well issues.  

ADJUSTED EBITDA

The Company’s operations in Argentina generated Adjusted EBITDA of $15.6 million during the fourth quarter of 2024 compared to $19.9 million in the same quarter of 2023, while the Company’s Adjusted EBITDA margins decreased to 17 percent from 22 percent. This decrease was primarily due to the unplanned downtime experienced during October.

YEAR ENDED DECEMBER 31, 2024 COMPARED TO YEAR ENDED DECEMBER 31, 2023

REVENUE

Calfrac’s Argentinean operations generated revenue of $405.9 million during 2024 compared to $341.9 million in 2023 as the Company demonstrated strong activity growth across all service lines. The primary driver for the increase in revenue was higher fracturing activity in the Vaca Muerta shale play combined with the commencement of its offshore coiled tubing operations that began during the third quarter. Cementing revenue also increased due to the bundled nature of the Company’s contracted services in the Vaca Muerta shale play.

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ADJUSTED EBITDA

The Company’s operations in Argentina generated Adjusted EBITDA of $83.9 million or 21 percent of revenue during 2024 versus $63.6 million or 19 percent of revenue in 2023 mainly due to a larger operating presence in the Vaca Muerta shale play during the third quarter and, to a lesser degree, the commencement of offshore coiled tubing operations during the third quarter.  

SUMMARY OF QUARTERLY RESULTS – CONTINUING OPERATIONS

Three Months Ended Mar. 31, Jun. 30, Sep. 30, Dec. 31, Mar. 31,   Jun. 30, Sep. 30,   Dec. 31,  
  2023 2023 2023 2023 2024   2024 2024   2024  
(C$000s, except per share and operating data) ($) ($) ($) ($) ($)   ($) ($)   ($)  
(unaudited)                
Financial                
Revenue 493,323 466,463 483,093 421,402 330,096   426,047 430,109   381,230  
Adjusted EBITDA(1) 83,794 87,785 91,286 62,591 26,057   65,386 65,039   34,512  
Net income (loss) 36,313 50,531 97,523 13,202 (2,903 ) 24,549 (6,687 ) (6,424 )
Per share – basic 0.45 0.62 1.20 0.16 (0.03 ) 0.29 (0.08 ) (0.07 )
Per share – diluted 0.41 0.58 1.09 0.15 (0.03 ) 0.29 (0.08 ) (0.07 )
Capital expenditures 34,474 30,718 50,825 49,397 48,072   66,753 22,509   32,955  

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(1) Refer to “Non-GAAP Measures” on page 7 for further information.

CAPITAL EXPENDITURES – CONTINUING OPERATIONS

  Three Months Ended Dec. 31,
  Years Ended Dec. 31,
 
  2024 2023 Change   2024 2023 Change  
(C$000s) ($) ($) (%)   ($) ($) (%)  
North America 26,691 45,845 (42 ) 135,232 153,886 (12 )
Argentina 6,264 3,552 76   35,057 11,528 204  
Continuing Operations 32,955 49,397 (33 ) 170,289 165,414 3  

Capital expenditures were $33.0 million for the three months ended December 31, 2024, which included $21.0 million related to expansion capital in Argentina and the Company’s fracturing fleet modernization program in North America versus $49.4 million in the comparable period in 2023.

Calfrac’s Board of Directors approved a 2025 capital budget totalling approximately $135.0 million. The program includes approximately $50.0 million to facilitate the expansion of the Company’s fracturing operations in the Vaca Muerta shale play in Argentina that will be funded locally from cash flow. The 2025 Argentina capital program includes additional fracturing pumping units and an expansion of its deep coiled tubing capabilities. The balance of the 2025 program will fund maintenance capital for all operating divisions as well as additional investments in the North American Tier IV fleet modernization program and coiled tubing fleet. Due to a delay in spending related to the Company’s 2024 capital program, approximately $30.0 million of additional capital expenditures, mainly related to the planned expansion in Argentina, will now occur in 2025.

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SUBSEQUENT EVENTS

Subsequent to the end of the fourth quarter, an amendment to the revolving credit facility agreement was executed with the Company’s lending syndicate to shorten the springing maturity date to January 15, 2026 from September 15, 2025, which is two months prior to the maturity date of the Second Lien Notes.

On March 4, 2025, the Trump administration in the United States announced and implemented new tariffs on the imports of goods from Canada into the United States. Canada responded with retaliatory tariffs against goods imported into Canada from the United States, including certain items that are integral to fracturing operations. Subsequent to the implementation of these tariffs, the U.S provided certain exemptions on goods that meet the criteria for the United States-Mexico-Canada Agreement (“USMCA”) preferential tariff rate. The impact of the tariffs on completions activity in both the United States and Canada is uncertain at this time, however, the Company is evaluating alternatives and applicable tariff exemptions for products and parts that are imported from the United States to support its Canadian operations. The Company will continue to monitor the dynamic situation and seek to implement mitigation measures to limit the impact of the tariffs on its operations as the circumstances evolve.

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NON-GAAP MEASURES

Certain supplementary measures presented in this press release, including Adjusted EBITDA, Adjusted EBITDA percentage and Net Debt do not have any standardized meaning under IFRS and, because IFRS have been incorporated as Canadian generally accepted accounting principles (GAAP), these supplementary measures are also non-GAAP measures. These measures have been described and presented to provide shareholders and potential investors with additional information regarding the Company’s financial results, liquidity and ability to generate funds to finance its operations. These measures may not be comparable to similar measures presented by other entities, and are explained below.

Adjusted EBITDA is defined as net income or loss for the period less interest, taxes, depreciation and amortization, foreign exchange losses (gains), non-cash stock-based compensation, and gains and losses that are extraordinary or non-recurring. Adjusted EBITDA is presented because it gives an indication of the results from the Company’s principal business activities prior to consideration of how its activities are financed and the impact of foreign exchange, taxation and depreciation and amortization charges. Adjusted EBITDA for the period was calculated as follows:

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Three Months Ended Dec. 31,
  Years Ended Dec. 31,
 
  2024   2023   2024   2023  
(C$000s) ($)   ($)   ($)   ($)  
(unaudited)        
Net (loss) income from continuing operations (6,424 ) 13,202   8,535   197,569  
Add back (deduct):        
Depreciation 45,021   30,435   135,886   116,641  
Foreign exchange (gains) losses (8,723 ) 14,494   (4,145 ) 22,378  
Loss (gain) on disposal of property, plant and equipment 1,031   1,042   863   (4,625 )
Write-off of property, plant and equipment 12,690     12,690    
Reversal of impairment of property, plant and equipment       (41,563 )
Litigation settlements       (6,805 )
Restructuring charges 5,062     10,617   2,991  
Stock-based compensation (6,747 ) 2,307   (1,173 ) 5,117  
Interest 8,191   6,671   31,206   29,694  
Income taxes (15,589 ) (5,560 ) (3,485 ) 4,059  
Adjusted EBITDA from continuing operations 34,512   62,591   190,994   325,456  
Less: IFRS 16 lease payments (3,284 ) (3,183 ) (13,172 ) (12,528 )
Less: Argentina EBITDA threshold adjustment(1) (3,634 )   (51,985 )  
Bank EBITDA for covenant purposes 27,594   59,408   125,837   312,928  

(1) Refer to note 6 of the Company’s consolidated annual financial statements for the year ended December 31, 2024.

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Adjusted EBITDA percentage is a non-GAAP financial ratio that is determined by dividing Adjusted EBITDA by revenue for the corresponding period.

Net Debt is defined as long-term debt less unamortized debt issuance costs plus lease obligations, less cash and cash equivalents from continuing operations. The calculation of net debt is disclosed in note 14 to the Company’s annual financial statements for the corresponding period.

OTHER NON-STANDARD FINANCIAL TERMS

MAINTENANCE AND EXPANSION CAPITAL

Maintenance capital refers to expenditures in respect of capital additions, replacements or improvements required to maintain ongoing business operations. Expansion capital refers to expenditures primarily for new items, upgrades and/or equipment that will expand the Company’s revenue and/or reduce its expenditures through operating efficiencies. The determination of what constitutes maintenance capital expenditures versus expansion capital involves judgement by management.

BUSINESS RISKS

The business of Calfrac is subject to certain risks and uncertainties. Prior to making any investment decision regarding Calfrac, investors should carefully consider, among other things, the risk factors set forth in the Company’s most recently filed Annual Information Form under the heading “Risk Factors” which is available on the SEDAR+ website at www.sedarplus.ca under the Company’s profile. Copies of the Annual Information Form may also be obtained on request without charge from Calfrac at Suite 500, 407 – 8th Avenue S.W., Calgary, Alberta, Canada, T2P 1E5, or at www.calfrac.com.

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ADDITIONAL INFORMATION

Calfrac’s common shares are publicly traded on the Toronto Stock Exchange under the trading symbol “CFW”.

Calfrac provides specialized oilfield services to exploration and production companies designed to increase the production of hydrocarbons from wells with continuing operations focused throughout western Canada, the United States and Argentina. During the first quarter of 2022, management committed to a plan to sell the Company’s Russian division, resulting in the associated assets and liabilities being classified as held for sale and presented in the Company’s financial statements as discontinued operations. The results of the Company’s discontinued operations are excluded from the discussion and figures presented above unless otherwise noted. See Note 4 to the Company’s annual consolidated financial statements for the year ended December 31, 2024 for additional information on the Company’s discontinued operations.

Further information regarding Calfrac Well Services Ltd., including the most recently filed Annual Information Form, can be accessed on the Company’s website at www.calfrac.com or under the Company’s public filings found at www.sedarplus.ca.

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FOURTH QUARTER CONFERENCE CALL

Calfrac will be conducting a conference call for interested analysts, brokers, investors and news media representatives to review its 2024 fourth-quarter results at 10:00 a.m. MT (12:00 p.m. ET) on Thursday, March 13, 2025.

The call will also be webcast and can be accessed through the link below. A replay of the webcast call will also be available on Calfrac’s website for at least 90 days.

https://onlinexperiences.com/Launch/QReg/ShowUUID=DE553537-723A-44F8-837E-F9A9689F3C2F&LangLocaleID=1033

To participate in the Q&A session, you may dial-in (toll free) 1-800-717-1738 (or at 1-646-307-1865 for international participants) fifteen (15) minutes prior to the start of the call and ask for the Calfrac Well Services Ltd. 2024 Fourth Quarter Earnings Release Conference Call to register.

CONSOLIDATED BALANCE SHEETS

  As at December 31,
 
  2024   2023  
(C$000s) ($)   ($)  
ASSETS    
Current assets    
Cash and cash equivalents 44,045   34,140  
Accounts receivable 251,108   243,187  
Income taxes recoverable   794  
Inventories 145,506   123,015  
Prepaid expenses and deposits 26,452   22,799  
  467,111   423,935  
Assets classified as held for sale 45,335   34,084  
  512,446   458,019  
Non-current assets    
Property, plant and equipment 673,381   614,555  
Right-of-use assets 20,013   24,623  
Deferred income tax assets 29,000   29,000  
  722,394   668,178  
Total assets 1,234,840   1,126,197  
LIABILITIES AND EQUITY    
Current liabilities    
Accounts payable and accrued liabilities 173,974   176,817  
Income taxes payable 9,700    
Current portion of long-term debt 150,000    
Current portion of lease obligations 9,536   10,726  
  343,210   187,543  
Liabilities directly associated with assets classified as held for sale 30,945   20,858  
  374,155   208,401  
Non-current liabilities    
Long-term debt 170,908   250,777  
Lease obligations 13,948   13,702  
Deferred income tax liabilities 22,499   37,414  
  207,355   301,893  
Total liabilities 581,510   510,294  
Capital stock 911,785   910,908  
Contributed surplus 77,159   78,667  
Accumulated deficit (379,490 ) (389,872 )
Accumulated other comprehensive income 43,876   16,200  
Total equity 653,330   615,903  
Total liabilities and equity 1,234,840   1,126,197  

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CONSOLIDATED STATEMENTS OF OPERATIONS

  Three Months Ended Dec. 31,
  Years Ended Dec. 31,
 
  2024   2023   2024   2023  
(C$000s, except per share data) ($)   ($)   ($)   ($)  
         
Revenue 381,230   421,402   1,567,482   1,864,281  
Cost of sales 379,630   373,782   1,456,994   1,596,155  
Gross profit 1,600   47,620   110,488   268,126  
Expenses        
Selling, general and administrative 10,424   17,771   64,824   60,614  
Foreign exchange (gains) losses (8,723 ) 14,494   (4,145 ) 22,378  
Loss (gain) on disposal of property, plant and equipment 1,031   1,042   863   (4,625 )
Write-off of property, plant and equipment 12,690     12,690    
Reversal of impairment of property, plant and equipment       (41,563 )
Interest, net 8,191   6,671   31,206   29,694  
  23,613   39,978   105,438   66,498  
(Loss) income before income tax (22,013 ) 7,642   5,050   201,628  
Income tax (recovery) expense        
Current (6,421 ) (7,501 ) 14,096   6,246  
Deferred (9,168 ) 1,941   (17,581 ) (2,187 )
  (15,589 ) (5,560 ) (3,485 ) 4,059  
Net (loss) income from continuing operations (6,424 ) 13,202   8,535   197,569  
Net income (loss) from discontinued operations 1,297   (700 ) 1,847   (6,897 )
Net (loss) income (5,127 ) 12,502   10,382   190,672  
         
Earnings (loss) per share – basic        
Continuing operations (0.07 ) 0.16   0.10   2.43  
Discontinued operations 0.02   (0.01 ) 0.02   (0.08 )
  (0.07 ) 0.15   0.12   2.35  
         
Earnings (loss) per share – diluted        
Continuing operations (0.07 ) 0.15   0.10   2.24  
Discontinued operations 0.02   (0.01 ) 0.02   (0.08 )
  (0.07 ) 0.14   0.12   2.16  

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CONSOLIDATED STATEMENTS OF CASH FLOWS

  Three Months Ended Dec. 31,
  Years Ended Dec. 31,
 
  2024   2023   2024   2023  
(C$000s) ($)   ($)   ($)   ($)  
CASH FLOWS PROVIDED BY (USED IN)        
OPERATING ACTIVITIES        
Net (loss) income (5,127 ) 12,502   10,382   190,672  
Adjusted for the following:        
Depreciation 45,021   30,435   135,886   116,641  
Stock-based compensation (6,747 ) 2,307   (1,173 ) 5,117  
Unrealized foreign exchange (gains) losses (7,533 ) 16,039   867   16,763  
Loss (gain) on disposal of property, plant and equipment 1,030   1,027   846   (4,667 )
Write-off of property, plant and equipment 12,690     12,690    
Impairment (reversal of impairment) of property, plant and equipment 526   1,576   2,293   (39,448 )
Impairment of inventory 2,187   1,889   11,761   5,566  
Impairment of other assets 1,552   2,603   12,120   20,057  
Interest 7,996   6,568   30,501   29,409  
Interest paid (3,217 ) (356 ) (28,634 ) (21,095 )
Deferred income taxes (9,168 ) 1,941   (17,581 ) (2,187 )
Changes in items of working capital 45,261   44,753   (42,774 ) (35,194 )
Cash flows provided by operating activities 84,471   121,284   127,184   281,634  
FINANCING ACTIVITIES        
Issuance of long-term debt, net of debt issuance costs   18,717   119,966   92,202  
Long-term debt repayments (40,000 ) (77,453 ) (65,000 ) (177,453 )
Lease obligation principal repayments (2,854 ) (2,805 ) (11,564 ) (11,217 )
Proceeds on issuance of common shares from the exercise of warrants and stock options 259   11,369   542   12,336  
Cash flows (used in) provided by financing activities (42,595 ) (50,172 ) 43,944   (84,132 )
INVESTING ACTIVITIES        
Purchase of property, plant and equipment (35,794 ) (40,190 ) (186,132 ) (168,637 )
Proceeds on disposal of property, plant and equipment 510   163   14,725   22,546  
Proceeds on disposal of right-of-use assets 699   74   1,754   1,321  
Cash flows used in investing activities (34,585 ) (39,953 ) (169,653 ) (144,770 )
Effect of exchange rate changes on cash and cash equivalents 11,592   (16,566 ) 4,111   (25,935 )
Increase in cash and cash equivalents 18,883   14,593   5,586   26,797  
Cash and cash equivalents, beginning of period 31,893   30,597   45,190   18,393  
Cash and cash equivalents, end of period 50,776   45,190   50,776   45,190  
Included in the cash and cash equivalents per the balance sheet 44,045   34,140   44,045   34,140  
Included in the assets held for sale/discontinued operations 6,731   11,050   6,731   11,050  

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ADVISORIES

FORWARD-LOOKING STATEMENTS

In order to provide Calfrac shareholders and potential investors with information regarding the Company and its subsidiaries, including management’s assessment of Calfrac’s plans and future operations, certain statements contained in this press release, including statements that contain words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “forecast” or similar words suggesting future outcomes, are forward-looking statements or forward-looking information within the meaning of applicable securities laws (collectively, “forward-looking statements”).

In particular, forward-looking statements in this press release include, but are not limited to, statements with respect to the expectations regarding trends in, and growth prospects of, the global oil and gas industry; activity, demand, utilization and outlook for the Company’s continuing operations, including the potential impacts of, and mitigation strategies for, the tariffs implemented by the U.S. and Canada on the Company’s North American segment and the strong activity and profitability outlook for the Argentina segment; the supply and demand fundamentals of the pressure pumping industry; input costs, margin and service pricing trends and strategies; operating and financing strategies, performance, priorities, metrics and estimates, such as the Company’s strategic priorities to prudently deploy capital and maximize returns to shareholders; and capital investment plans, including additional investments in Argentina and the progress of the Company’s fleet modernization plan and the timing of deployment of additional Tier IV DGB pumps into the field.

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These statements are derived from certain assumptions and analyses made by the Company based on its experience and perception of historical trends, current conditions, expected future developments and other factors that it believes are appropriate in the circumstances, including, but not limited to, the economic and political environment in which the Company operates, including the continued implementation of Argentina economic reforms and liberalization of its oil and gas industry as well as the current state of the trade war between Canada and the U.S. and its expected impact on the pressure pumping market in North America; the Company’s expectations for its customers’ capital budgets, demand for services and geographical areas of focus; the level of merger and acquisition activity among oil and gas producers and its impact on the demand for well completion services; the anticipated effects of artificial intelligence power requirements and the commissioning of liquified natural gas terminals on supply and demand fundamentals for oil and natural gas; the ability of newly deployed Tier IV DGB pumping units to achieve manufacturer claims with respect to operational performance, diesel displacement and costs savings in the field; the effect of environmental, social and governance factors on customer and investor preferences and capital deployment; the status of the military conflict in the Ukraine and related Canadian, United States and international sanctions and restrictions involving Russia and counter-sanctions, restrictions, and political measures that may be undertaken in respect of the Company’s ownership and planned sale of the Russian division; industry equipment levels including the number of active fracturing fleets marketed by the Company’s competitors and the timing of deployment of the Company’s fleet upgrades; the continued effectiveness of cost reduction measures instituted by the Company; the Company’s existing contracts and the status of current negotiations with key customers and suppliers; and the likelihood that the current tax and regulatory regime will remain substantially unchanged.

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Forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from the Company’s expectations. Such risk factors include but are not limited to: (A) industry risks, including but not limited to, global economic conditions and the level of exploration, development and production for oil and natural gas in North America and Argentina; a shift in strategy by exploration and production companies prioritizing shareholders returns over production growth; excess equipment levels; impacts of conservation measures and technological advances on the demand for the Company’s services; an intensely competitive oilfield services industry; and hazards inherent in the industry; (B) geopolitical risks, including but not limited to, the impacts of the trade war between Canada and United States; foreign operations exposure, including risks relating to repatriation of cash from foreign jurisdictions, unsettled political conditions, war, foreign exchange rates and controls; and risks that the sale of the discontinued operations in Russia may not occur or may be delayed; (C) financial risks, including but not limited to, restrictions on the Company’s access to capital, including the impacts of covenants under the Company’s lending documents; direct and indirect exposure to volatile credit markets, including interest rate risk; fluctuations in currency exchange rates; price escalation and availability of raw materials, diesel fuel and component parts; actual results which are materially different from management estimates and assumptions; the Company’s access to capital and common share price given a significant number of common shares are controlled by two directors of the Company; possible dilution from outstanding stock-based compensation, additional equity or debt securities; and changes in tax rates or reassessment risk by tax authorities; (D) business operations risks, including but not limited to, fleet reinvestment risk, including the ability of the Company to finance the capital necessary for equipment upgrades to support its operational needs while meeting government and customer requirements and preferences; risks of delays and quality of equipment due to Company’s reliance on equipment manufacturers, suppliers and fabricators; seasonal volatility; constrained demand for the Company’s services due to merger and acquisition activity; a concentrated customer base; cybersecurity risks; difficulty retaining, replacing or adding personnel; failure to continuously improve equipment, proprietary fluid chemistries and other products and services; climate change; failure to maintain safety standards and records; improper access to confidential information; failure to effectively and timely address the energy transition; risks of various types of activism; and failure to realize anticipated benefits of acquisitions and dispositions; (E) legal and regulatory risks, including but not limited to, federal, provincial and state legislative and regulatory initiatives and laws; health, safety and environmental laws and regulations; the direct and indirect costs of various existing and proposed climate change regulations; and legal and administrative proceedings. Further information about these and other risks and uncertainties may be found under the heading “Business Risks” above.

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Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and there can be no assurance that actual results or developments anticipated by the Company will be realized, or that they will have the expected consequences or effects on the Company or its business or operations. These statements speak only as of the respective date of this press release or the documents incorporated by reference herein. The Company assumes no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable securities laws.

For further information, please contact:

Pat Powell, Chief Executive Officer
Mike Olinek, Chief Financial Officer

Telephone: 403-266-6000        
www.calfrac.com 


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Birchcliff Energy Ltd. Announces Updated 2025 Guidance, Elmworth Well Test Results and the Filing of Its Audited Financial Statements and Other Disclosure Documents for the Year Ended December 31, 2024

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CALGARY, Alberta, March 12, 2025 (GLOBE NEWSWIRE) — Birchcliff Energy Ltd. (“Birchcliff” or the “Corporation”) (TSX: BIR) is pleased to announce that it has filed its annual audited financial statements (the “financial statements”) and related management’s discussion and analysis and its annual information form (the “AIF”) for the financial year ended December 31, 2024 (collectively, the “Annual Filings”). Birchcliff is also pleased to announce updated guidance for 2025 and provide an operational update with respect to its 2025 capital program.

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Chris Carlsen, Birchcliff’s President and Chief Executive Officer, commented: “Our 2024 results showcase the efforts of our team to deliver strong results through our commitment to improving capital efficiencies and reducing costs. Looking forward, our 2025 production and capital expenditures guidance is on target and, due to ongoing strengthening of natural gas prices, in particular at NYMEX HH and Dawn, where we have the majority of our natural gas sales exposure, our 2025 annual adjusted funds flow outlook has improved significantly. As a result, we have updated our 2025 guidance to reflect the improved natural gas commodity price environment, with anticipated 2025 annual adjusted funds flow(1) of $580 million, free funds flow(1) of $280 million to $320 million and total debt(2) at year end 2025 of $265 million to $305 million.

We are also excited to announce that in February 2025, Birchcliff completed a horizontal land retention well in Elmworth that was drilled in Q3 2024 to continue a number of sections of Montney lands in the area. We completed a 10.5 day flow test on the well, with a stabilized raw natural gas rate of 17 MMcf/d over the final three days. The results of this test further support our long-term growth plans for our Elmworth asset, which provides us with significant future drilling inventory and growth potential, and we are continuing the formal planning for the construction of a proposed 100% owned and operated natural gas processing plant in the area.”

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This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. For further information regarding the forward-looking statements and forward-looking information contained herein, see “Advisories – Forward-Looking Statements”. With respect to the disclosure of Birchcliff’s production contained in this press release, production volumes have been disclosed on a “gross” basis as such term is defined in National Instrument 51-101– Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). For further information regarding the disclosure of Birchcliff’s production contained herein, see “Advisories – Production”. In addition, this press release uses various “non-GAAP financial measures”, “non-GAAP ratios” and “capital management measures” as such terms are defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”). Non-GAAP financial measures and non-GAAP ratios are not standardized financial measures under GAAP and might not be comparable to similar financial measures disclosed by other issuers. For further information regarding the non-GAAP and other financial measures used in this press release, see “Non-GAAP and Other Financial Measures”.

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________________________

(1)   Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.
(2)   Capital management measure. See “Non-GAAP and Other Financial Measures”.

UPDATED 2025 GUIDANCE

  • As a result of the improvement in the commodity price forecast for natural gas in 2025, in particular at NYMEX HH and Dawn, and with the landscape for natural gas demand continuing to improve since the Corporation provided its previous 2025 guidance on January 22, 2025, Birchcliff has updated its 2025 guidance for adjusted funds flow, free funds flow and total debt. The Corporation has also revised its guidance for transportation and other expense to reflect further cost mitigation efforts expected to be realized with respect to its transportation commitments in 2025.
  • Birchcliff is maintaining its royalty expense guidance for 2025, notwithstanding significantly higher NYMEX HH and Dawn benchmark natural gas prices forecasted for the year. The Corporation’s natural gas production is subject to royalties based on an Alberta Natural Gas Reference Price, which primarily takes into account the AECO benchmark natural gas price. The forecasted AECO benchmark natural gas price for 2025 has stayed relatively consistent as compared to NYMEX HH and Dawn since Birchcliff’s previous guidance.
  • Birchcliff is maintaining its F&D capital expenditures guidance of $260 million to $300 million and annual average production guidance of 76,000 and 79,000 boe/d for 2025.

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The following tables set forth Birchcliff’s updated and previous guidance and commodity price assumptions for 2025, as well as its free funds flow sensitivity:

  Updated 2025 guidance and
assumptions – March 12, 2025
(1)
Previous 2025 guidance and
assumptions – January 22, 2025
 
Production    
Annual average production (boe/d) 76,000 – 79,000 76,000 – 79,000  
% Light oil 3% 3%  
% Condensate 6% 6%  
% NGLs 9% 9%  
% Natural gas 82% 82%  
     
Average Expenses ($/boe)    
Royalty $2.10 – $2.30 $2.10 – $2.30  
Operating $2.90 – $3.10 $2.90 – $3.10  
Transportation and other(2) $5.55 – $5.75 $5.75 – $5.95  
     
Adjusted Funds Flow (millions)(3) $580 $445  
     
F&D Capital Expenditures (millions) $260 – $300 $260 – $300  
     
Free Funds Flow (millions)(3) $280 – $320 $145 – $185  
     
Total Debt at Year End
(millions)(4)
$265 – $305 $410 – $450  
     
Natural Gas Market Exposure    
AECO exposure as a % of total natural gas production 23% 23%  
Dawn exposure as a % of total natural gas production 41% 41%  
NYMEX HH exposure as a % of total natural gas production 35% 35%  
Alliance exposure as a % of total natural gas production 1% 1%  
     
Commodity Prices    
Average WTI price (US$/bbl) $67.00(5) $70.15  
Average WTI-MSW differential (CDN$/bbl) $8.80(5) $4.70  
Average AECO price (CDN$/GJ) $2.20(5) $2.00  
Average Dawn price (US$/MMBtu) $4.20(5) $3.30  
Average NYMEX HH price (US$/MMBtu) $4.50(5) $3.60  
Exchange rate (CDN$ to US$1) 1.44(5) 1.43  

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Forward ten months’ free funds flow sensitivity(5)(6) Estimated change to 2025 free funds flow (millions)
Change in WTI US$1.00/bbl $3.2
Change in NYMEX HH US$0.10/MMBtu $6.0
Change in Dawn US$0.10/MMBtu $7.1
Change in AECO CDN$0.10/GJ $3.0
Change in CDN/US exchange rate CDN$0.01 $4.8

(1)   Birchcliff’s guidance for its production commodity mix, adjusted funds flow, free funds flow, total debt and natural gas market exposure in 2025 is based on an annual average production rate of 77,500 boe/d in 2025, which is the mid-point of Birchcliff’s annual average production guidance range for 2025. Changes in assumed commodity prices and variances in production forecasts can have an impact on the Corporation’s forecasts of adjusted funds flow and free funds flow and the Corporation’s other guidance, which impact could be material. In addition, any acquisitions or dispositions completed over the course of 2025 could have an impact on Birchcliff’s 2025 guidance and assumptions set forth herein, which impact could be material. For further information regarding the risks and assumptions relating to the Corporation’s guidance, see “Advisories – Forward-Looking Statements”.
(2)   Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.
(3)   Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.

(4)   Capital management measure. See “Non-GAAP and Other Financial Measures”.
(5)   Birchcliff’s updated commodity price and exchange rate assumptions and free funds flow sensitivity for 2025 are based on anticipated full-year averages using the Corporation’s anticipated forward benchmark commodity prices and the CDN/US exchange rate as of March 10, 2025, which include settled benchmark commodity prices and the CDN/US exchange rate for the period from January 1, 2025 to February 28, 2025.
(6)   Illustrates the expected impact of changes in commodity prices and the CDN/US exchange rate on the Corporation’s forecast of free funds flow for 2025, holding all other variables constant. The sensitivity is based on the commodity price and exchange rate assumptions set forth in the table above. The calculated impact on free funds flow is only applicable within the limited range of change indicated. Calculations are performed independently and may not be indicative of actual results. Actual results may vary materially when multiple variables change at the same time and/or when the magnitude of the change increases.

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OPERATIONAL UPDATE

The Corporation has removed one well in Pouce Coupe from its 2025 drilling program as part of its ongoing field development optimization strategy. Accordingly, Birchcliff now plans to bring a total of 26 (26.0 net) wells on production in 2025. Removal of this well does not impact the Corporation’s production or F&D capital expenditures guidance for 2025.

Pouce Coupe

  • In Pouce Coupe, the Corporation completed the drilling of its 5-well 04-05 pad in December 2024 and the wells were turned over to production through Birchcliff’s permanent facilities in early March 2025. This pad was drilled in the Lower Montney and targeted high-rate natural gas.
  • In February 2025, Birchcliff completed the drilling of its 3-well 07-10 pad and completions are currently underway, with the wells expected to be turned over to production in April 2025. This pad is targeting condensate-rich natural gas wells in the Lower Montney.
  • There are currently two rigs at work in Pouce Coupe, with one rig drilling four wells at the 03-06 pad and one rig drilling four wells at the 05-19 pad. Both pads are targeting condensate-rich natural gas wells in the Lower Montney.

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Gordondale

  • In Gordondale, the Corporation completed the drilling of its 4-well 02-27 pad in February 2025 and is currently preparing for completions operations, with the wells expected to be turned over to production in early Q2 2025. This pad is targeting condensate-rich natural gas wells in the Lower Montney.

Elmworth

  • In Elmworth, the Corporation completed a horizontal Montney land retention well in February 2025 and a 10.5 day flow test was performed with a stabilized raw natural gas rate of 17 MMcf/d at 12 MPa casing pressure over the final three days of the test. The well is not currently planned to be tied in. The following table summarizes the test result rates from the well:

Well Flow Test Rates – Three-Day Stabilized Average

  Rate(1)
Total production rate (boe/d) 2,918
  Natural gas production rate (Mcf/d) 17,045
  Condensate production rate (bbls/d) 77

(1)   Represents the volumes measured at the wellhead separator for the three days of production immediately after the well was considered stabilized after producing fracture treatment fluid back to surface in an amount such that flow rates of hydrocarbons became reliable. The natural gas volumes represent raw volumes as opposed to sales volumes. See “Advisories – Flow Test Results and Production Rates”.

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  • The results of this test further support the Corporation’s long-term growth plans in Elmworth, where Birchcliff controls approximately 145 net contiguous sections of high-quality, multi-layer Montney/Doig inventory, offering significant value upside and growth potential in-line with the strong anticipated natural gas demand outlook. Birchcliff is progressing the formal planning for the construction of a proposed 100% owned and operated 80 MMcf/d capacity natural gas processing plant in Elmworth and has sufficient firm transportation service on the NGTL system to accommodate additional volumes produced from its Elmworth asset.

2024 ANNUAL FILINGS

Birchcliff has filed its Annual Filings on the Corporation’s website at www.birchcliffenergy.com and on SEDAR+ at www.sedarplus.ca. The AIF contains the reserves data and other oil and gas information as required by NI 51-101. The financial and reserves information contained in the Annual Filings is consistent with the unaudited financial and reserves information disclosed in the press release issued by Birchcliff on February 12, 2025.

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U.S. AND CANADIAN TARIFFS

Birchcliff is continuing to monitor the evolving situation as it relates to the potential imposition of U.S. tariffs and retaliatory tariffs imposed by the Canadian government. Birchcliff believes that the imposition of any such tariffs as currently proposed would have significant and far-reaching impacts on Canada’s economy and Canadian businesses. Further, Birchcliff believes that these ongoing tariff threats clearly demonstrate Canada’s over-reliance on exporting its energy into the U.S., which must be addressed through the reduction of red tape and government interference in the construction of critical infrastructure such as oil and gas pipelines to the east and west coasts of Canada, LNG terminals on each coast and an increase in liquids-refining capacity within Canada, in order to diversify Canada’s energy export market.

Birchcliff believes that its ongoing strategy of maintaining significant natural gas market diversification will continue to protect the Corporation from volatility in the North American natural gas pricing environment, including as it relates to tariffs. Currently, approximately 41% of Birchcliff’s natural gas production is physically delivered to the Dawn trading hub in Ontario, which is priced in U.S. dollars, and approximately 35% of its natural gas production is exposed to NYMEX HH pricing, without physical delivery into the United States, through U.S. denominated financial contracts.

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ABBREVIATIONS

AECO benchmark price for natural gas determined at the AECO ‘C’ hub in southeast Alberta
bbl barrel
bbls/d barrels per day
boe barrel of oil equivalent
boe/d barrel of oil equivalent per day
condensate pentanes plus (C5+)
F&D finding and development
GAAP generally accepted accounting principles for Canadian public companies, which are currently International Financial Reporting Standards as issued by the International Accounting Standards Board
GJ gigajoule
GJ/d gigajoules per day
HH Henry Hub
LNG liquefied natural gas
Mcf thousand cubic feet
Mcf/d thousand cubic feet per day
MMcf/d million cubic feet per day
MMBtu million British thermal units
MMBtu/d million British thermal units per day
MPa megapascal
MSW price for mixed sweet crude oil at Edmonton, Alberta
NGLs natural gas liquids consisting of ethane (C2), propane (C3) and butane (C4) and specifically excluding condensate
NGTL NOVA Gas Transmission Ltd.
NYMEX New York Mercantile Exchange
OPEC Organization of the Petroleum Exporting Countries
Q quarter
WTI West Texas Intermediate, the reference price paid in U.S. dollars at Cushing, Oklahoma, for crude oil of standard grade
$000s thousands of dollars

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NON-GAAP AND OTHER FINANCIAL MEASURES

This press release uses various “non-GAAP financial measures”, “non-GAAP ratios” and “capital management measures” (as such terms are defined in NI 52-112), which are described in further detail below.

Non-GAAP Financial Measures

NI 52-112 defines a non-GAAP financial measure as a financial measure that: (i) depicts the historical or expected future financial performance, financial position or cash flow of an entity; (ii) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity; (iii) is not disclosed in the financial statements of the entity; and (iv) is not a ratio, fraction, percentage or similar representation. The non-GAAP financial measures used in this press release are not standardized financial measures under GAAP and might not be comparable to similar measures presented by other companies. Investors are cautioned that non-GAAP financial measures should not be construed as alternatives to or more meaningful than the most directly comparable GAAP financial measures as indicators of Birchcliff’s performance. Set forth below is a description of the non-GAAP financial measures used in this press release.

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Adjusted Funds Flow and Free Funds Flow

Birchcliff defines “adjusted funds flow” as cash flow from operating activities before the effects of decommissioning expenditures, retirement benefit payments and changes in non-cash operating working capital. Birchcliff eliminates settlements of decommissioning expenditures from cash flow from operating activities as the amounts can be discretionary and may vary from period to period depending on its capital programs and the maturity of its operating areas. The settlement of decommissioning expenditures is managed with Birchcliff’s capital budgeting process which considers available adjusted funds flow. Birchcliff eliminates retirement benefit payments from cash flow from operating activities as such payments reflect costs for past service and contributions made by eligible executives under the Corporation’s post-employment benefit plan, which are not indicative of the current period. Changes in non-cash operating working capital are eliminated in the determination of adjusted funds flow as the timing of collection and payment are variable and by excluding them from the calculation, the Corporation believes that it is able to provide a more meaningful measure of its operations and ability to generate cash on a continuing basis. Management believes that adjusted funds flow assists management and investors in assessing Birchcliff’s financial performance after deducting all operating and corporate cash costs, as well as its ability to generate the cash necessary to fund sustaining and/or growth capital expenditures, repay debt, settle decommissioning obligations, buy back common shares and pay dividends.

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Birchcliff defines “free funds flow” as adjusted funds flow less F&D capital expenditures. Management believes that free funds flow assists management and investors in assessing Birchcliff’s ability to generate shareholder value and returns through a number of initiatives, including but not limited to, debt repayment, common share buybacks, the payment of common share dividends, acquisitions and other opportunities that would complement or otherwise improve the Corporation’s business and enhance long-term shareholder value.

The most directly comparable GAAP financial measure to adjusted funds flow and free funds flow is cash flow from operating activities. The following table provides a reconciliation of cash flow from operating activities to adjusted funds flow and free funds flow for the twelve months ended December 31, 2024:

($000s) Twelve months ended
December 31, 2024
 
Cash flow from operating activities 203,710  
Change in non-cash operating working capital 17,269  
Decommissioning expenditures 1,964  
Retirement benefit payments 13,851  
Adjusted funds flow 236,794  
F&D capital expenditures (273,084)  
Free funds flow (36,290)  

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Birchcliff has disclosed in this press release forecasts of adjusted funds flow and free funds flow for 2025, which are forward-looking non-GAAP financial measures. The equivalent historical non-GAAP financial measures are adjusted funds flow and free funds flow for the twelve months ended December 31, 2024. Birchcliff anticipates the forward-looking non-GAAP financial measures for adjusted funds flow and free funds flow disclosed herein will be higher than their respective historical amounts primarily due to higher anticipated benchmark natural gas prices, which are expected to increase the average realized sales prices the Corporation receives for its production. The commodity price assumptions on which the Corporation’s guidance is based are set forth under the heading “Updated 2025 Guidance”.

Transportation and Other Expense

Birchcliff defines “transportation and other expense” as transportation expense plus marketing purchases less marketing revenue. Birchcliff may enter into certain marketing purchase and sales arrangements with the objective of reducing any unused transportation or fractionation fees associated with its take-or-pay commitments and/or increasing the value of its production through value-added downstream initiatives. Management believes that transportation and other expense assists management and investors in assessing Birchcliff’s total cost structure related to transportation and marketing activities. The most directly comparable GAAP financial measure to transportation and other expense is transportation expense. The following table provides a reconciliation of transportation expense to transportation and other expense for the twelve months ended December 31, 2024:

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($000s) Twelve months ended
December 31, 2024
 
Transportation expense 149,534  
Marketing purchases 51,496  
Marketing revenue (54,069)  
Transportation and other expense 146,961  


Non-GAAP Ratios

NI 52-112 defines a non-GAAP ratio as a financial measure that: (i) is in the form of a ratio, fraction, percentage or similar representation; (ii) has a non-GAAP financial measure as one or more of its components; and (iii) is not disclosed in the financial statements of the entity. The non-GAAP ratio used in this press release is not a standardized financial measure under GAAP and might not be comparable to similar measures presented by other companies. Set forth below is a description of the non-GAAP ratio used in this press release.

Transportation and Other Expense Per Boe

Birchcliff calculates “transportation and other expense per boe” as aggregate transportation and other expense in the period divided by the production (boe) in the period. Management believes that transportation and other expense per boe assists management and investors in assessing Birchcliff’s cost structure as it relates to its transportation and marketing activities by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

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Capital Management Measures

NI 52-112 defines a capital management measure as a financial measure that: (i) is intended to enable an individual to evaluate an entity’s objectives, policies and processes for managing the entity’s capital; (ii) is not a component of a line item disclosed in the primary financial statements of the entity; (iii) is disclosed in the notes to the financial statements of the entity; and (iv) is not disclosed in the primary financial statements of the entity. Set forth below is a description of the capital management measure used in this press release.

Total Debt

Birchcliff calculates “total debt” at the end of the period as the amount outstanding under the Corporation’s extendible revolving credit facilities plus working capital deficit (less working capital surplus) plus the fair value of the current asset portion of financial instruments less the fair value of the current liability portion of financial instruments and less the current portion of other liabilities discounted to the end of the period. The current portion of other liabilities has been excluded from total debt as these amounts have not been incurred and reflect future commitments in the normal course of operations. Management believes that total debt assists management and investors in assessing Birchcliff’s overall liquidity and financial position at the end of the period. The following table provides a reconciliation of the amount outstanding under the Corporation’s revolving term credit facilities, as determined in accordance with GAAP, to total debt as at December 31, 2024:

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($000s) As at December 31, 2024  
Revolving term credit facilities 566,857  
Working capital surplus(1) (88,953)  
Fair value of financial instruments – asset(2) 71,038  
Other liabilities(2) (13,385)  
Total debt 535,557  

(1)   Current liabilities less current assets.
(2)   Reflects the current portion only.

ADVISORIES

Currency

Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars, all references to “$” and “CDN$” are to Canadian dollars and all references to “US$” are to United States dollars.

Boe Conversions

Boe amounts have been calculated by using the conversion ratio of 6 Mcf of natural gas to 1 bbl of oil. Boe amounts may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

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MMBtu Pricing Conversions

$1.00 per MMBtu equals $1.00 per Mcf based on a standard heat value Mcf.

Production

With respect to the disclosure of Birchcliff’s production contained in this press release: (i) references to “light oil” mean “light crude oil and medium crude oil” as such term is defined in NI 51-101; (ii) references to “liquids” mean “light crude oil and medium crude oil” and “natural gas liquids” (including condensate) as such terms are defined in NI 51-101; and (iii) references to “natural gas” mean “shale gas”, which also includes an immaterial amount of “conventional natural gas”, as such terms are defined in NI 51-101. In addition, NI 51-101 includes condensate within the product type of natural gas liquids. Birchcliff has disclosed condensate separately from other natural gas liquids as the price of condensate as compared to other natural gas liquids is currently significantly higher and Birchcliff believes presenting the two commodities separately provides a more accurate description of its operations and results therefrom.

With respect to the disclosure of Birchcliff’s production contained in this press release, all production volumes have been disclosed on a “gross” basis as such term is defined in NI 51-101, meaning Birchcliff’s working interest (operating or non-operating) share before the deduction of royalties and without including any royalty interests of Birchcliff.

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Flow Test Results and Production Rates

References in this press release to short-term production rates are useful in confirming the presence of hydrocarbons; however, such rates are not determinative of the rates at which the referenced well will continue to produce and decline thereafter and are not indicative of the long-term performance or the ultimate recovery of such well or future wells in the area.

With respect to the production rates for the Corporation’s recently completed well in the Elmworth area disclosed herein, such rates represent the volumes for that well measured at the wellhead separator for the three days of production immediately after the well was considered stabilized after producing fracture treatment fluid back to surface in an amount such that flow rates of hydrocarbons became reliable (approximately 10.5 days). The production rates excluded the hours and days when the well did not produce. Approximate casing pressure for the well was stabilized at approximately 12 MPa. To-date, no pressure transient or well-test interpretation has been carried out on the well and as such, the data should be considered preliminary. The natural gas volumes represent raw volumes as opposed to sales volumes.

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Finding and Development (F&D) Capital Expenditures

References in this press release to “F&D capital expenditures” denotes exploration and development expenditures as disclosed in the Corporation’s financial statements in accordance with GAAP, and is primarily comprised of capital for land, seismic, workovers, drilling and completions, well equipment and facilities and capitalized general and administrative costs and excludes any acquisitions, dispositions, administrative assets and the capitalized portion of cash incentive payments that have not been approved by the Corporation’s board of directors (the “Board”). Management believes that F&D capital expenditures assists management and investors in assessing Birchcliff’s capital cost outlay associated with its exploration and development activities for the purposes of finding and developing its reserves.

Forward-Looking Statements

Certain statements contained in this press release constitute forward‐looking statements and forward-looking information (collectively referred to as “forward‐looking statements”) within the meaning of applicable Canadian securities laws. The forward-looking statements contained in this press release relate to future events or Birchcliff’s future plans, strategy, operations, performance or financial position and are based on Birchcliff’s current expectations, estimates, projections, beliefs and assumptions. Such forward-looking statements have been made by Birchcliff in light of the information available to it at the time the statements were made and reflect its experience and perception of historical trends. All statements and information other than historical fact may be forward‐looking statements. Such forward‐looking statements are often, but not always, identified by the use of words such as “plan”, “focus”, “future”, “outlook”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “forecast”, “guidance”, “potential”, “proposed”, “predict”, “budget”, “continue”, “targeting”, “may”, “will”, “could”, “might”, “should”, “would”, “on track”, “maintain”, “deliver” and other similar words and expressions.

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By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward‐looking statements. Accordingly, readers are cautioned not to place undue reliance on such forward-looking statements. Although Birchcliff believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct and Birchcliff makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.

In particular, this press release contains forward‐looking statements relating to:

  • the information set forth under the heading “Updated 2025 Guidance” and elsewhere in this press release as it relates to Birchcliff’s guidance for 2025, including: forecasts of annual average production, production commodity mix, average expenses, adjusted funds flow, F&D capital expenditures, free funds flow, total debt at year end, natural gas market exposure and the expected impact of changes in commodity prices and the CDN/US exchange rate on Birchcliff’s forecast of free funds flow; that the Corporation’s 2025 production and capital expenditures guidance is on target; that due to ongoing strengthening of natural gas prices, in particular at NYMEX HH and Dawn, where the Corporation has the majority of its natural gas sales exposure, its 2025 annual adjusted funds flow outlook has improved significantly; that the landscape for natural gas demand is continuing to improve; that further cost mitigation efforts are expected to be realized with respect to the Corporation’s transportation commitments in 2025; and that significantly higher NYMEX HH and Dawn benchmark natural gas prices are forecasted for the year;
  • the information set forth under the heading “Operational Update” and elsewhere in this press release regarding Birchcliff’s plans for Elmworth and its 2025 capital program and its exploration, production and development activities and the timing thereof, including: the number of wells planned to be brought on production in 2025; the targeted product types and the expected timing for wells to be drilled, completed and brought on production; that the Corporation’s flow test further supports the Corporation’s long-term growth plan for the Elmworth area, which provides the Corporation with significant future drilling inventory and growth potential; that the Elmworth asset offers significant value upside and growth potential in-line with the strong anticipated natural gas demand outlook; and that Birchcliff is progressing the formal planning for the construction of a proposed 100% owned and operated 80 MMcf/d natural gas processing plant in Elmworth and has sufficient firm transportation service on the NGTL system to accommodate additional volumes produced from its Elmworth asset;
  • Birchcliff’s belief that the imposition of U.S. tariffs and retaliatory tariffs as currently proposed would have significant and far-reaching impacts on Canada’s economy and Canadian businesses; and Birchcliff’s belief that these ongoing tariff threats clearly demonstrate Canada’s over-reliance on exporting its energy into the U.S., which must be addressed through the reduction of red tape and government interference in the construction of critical infrastructure such as oil and gas pipelines to the east and west coasts of Canada, LNG terminals on each coast and an increase in liquids-refining capacity within Canada, in order to diversify Canada’s energy export market;
  • Birchcliff’s belief that its ongoing strategy of maintaining significant natural gas market diversification will continue to protect the Corporation from volatility in the North American natural gas pricing environment, including as it relates to tariffs; and
  • Birchcliff’s anticipation that the forward-looking non-GAAP financial measures for adjusted funds flow and free funds flow disclosed herein will be higher than their respective historical amounts primarily due to higher anticipated benchmark natural gas prices, which are expected to increase the average realized sales prices the Corporation receives for its production.

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With respect to the forward-looking statements contained in this press release, assumptions have been made regarding, among other things: prevailing and future commodity prices and differentials, exchange rates, interest rates, inflation rates, royalty rates and tax rates; the state of the economy, financial markets and the exploration, development and production business; the political environment in which Birchcliff operates; the regulatory framework regarding royalties, taxes, environmental, climate change and other laws; the Corporation’s ability to comply with existing and future laws; future cash flow, debt and dividend levels; future operating, transportation and other expenses; Birchcliff’s ability to access capital and obtain financing on acceptable terms; the timing and amount of capital expenditures and the sources of funding for capital expenditures and other activities; the sufficiency of budgeted capital expenditures to carry out planned operations; the successful and timely implementation of capital projects and the timing, location and extent of future drilling and other operations; results of operations; Birchcliff’s ability to continue to develop its assets and obtain the anticipated benefits therefrom; the performance of existing and future wells; reserves volumes and Birchcliff’s ability to replace and expand reserves through acquisition, development or exploration; the impact of competition on Birchcliff; the availability of, demand for and cost of labour, services and materials; the ability to obtain any necessary regulatory or other approvals in a timely manner; the satisfaction by third parties of their obligations to Birchcliff; the ability of Birchcliff to secure adequate processing and transportation for its products; Birchcliff’s ability to successfully market natural gas and liquids; the results of the Corporation’s risk management and market diversification activities; and Birchcliff’s natural gas market exposure. In addition to the foregoing assumptions, Birchcliff has made the following assumptions with respect to certain forward-looking statements contained in this press release:

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  • With respect to Birchcliff’s 2025 guidance, such guidance is based on the commodity price, exchange rate and other assumptions set forth under the heading “Updated 2025 Guidance”. In addition:
    • Birchcliff’s production guidance assumes that: the 2025 capital program will be carried out as currently contemplated; no unexpected outages occur in the infrastructure that Birchcliff relies on to produce its wells and that any transportation service curtailments or unplanned outages that occur will be short in duration or otherwise insignificant; the construction of new infrastructure meets timing and operational expectations; existing wells continue to meet production expectations; and future wells scheduled to come on production meet timing, production and capital expenditure expectations.
    • Birchcliff’s forecast of F&D capital expenditures assumes that the 2025 capital program will be carried out as currently contemplated and excludes any potential acquisitions, dispositions and the capitalized portion of cash incentive payments that have not been approved by the Board. The amount and allocation of capital expenditures for exploration and development activities by area and the number and types of wells to be drilled and brought on production is dependent upon results achieved and is subject to review and modification by management on an ongoing basis throughout the year. Actual spending may vary due to a variety of factors, including commodity prices, economic conditions, results of operations and costs of labour, services and materials.
    • Birchcliff’s forecasts of adjusted funds flow and free funds flow assume that: the 2025 capital program will be carried out as currently contemplated and the level of capital spending for 2025 set forth herein is met; and the forecasts of production, production commodity mix, expenses and natural gas market exposure and the commodity price and exchange rate assumptions set forth herein are met. Birchcliff’s forecast of adjusted funds flow takes into account its financial basis swap contracts outstanding as at March 10, 2025 and excludes cash incentive payments that have not been approved by the Board.
    • Birchcliff’s forecast of year end total debt assumes that: (i) the forecasts of adjusted funds flow and free funds flow are achieved, with the level of capital spending for 2025 met and the payment of an annual base dividend of approximately $33 million; (ii) any free funds flow remaining after the payment of dividends, asset retirement obligations and other amounts for administrative assets, financing fees and capital lease obligations is allocated towards debt reduction; (iii) there are no buybacks of common shares during 2025; (iv) there are no significant acquisitions or dispositions completed by the Corporation during 2025; (v) there are no equity issuances during 2025; and (vi) there are no further proceeds received from the exercise of stock options during 2025. The forecast of total debt excludes cash incentive payments that have not been approved by the Board.
    • Birchcliff’s forecast of its natural gas market exposure assumes: (i) 175,000 GJ/d being sold on a physical basis at the Dawn price; (ii) 147,500 MMBtu/d being contracted on a financial basis at an average fixed basis differential price between AECO 7A and NYMEX HH of approximately US$1.09/MMBtu; and (iii) 1,400 GJ/d being sold at Alliance on a physical basis at the AECO 5A price plus a premium. Birchcliff’s natural gas market exposure takes into account its financial basis swap contracts outstanding as at March 10, 2025.
  • With respect to statements regarding future wells to be drilled or brought on production, such statements assume: the continuing validity of the geological and other technical interpretations performed by Birchcliff’s technical staff, which indicate that commercially economic volumes can be recovered from Birchcliff’s lands as a result of drilling future wells; and that commodity prices and general economic conditions will warrant proceeding with the drilling of such wells.

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Birchcliff’s actual results, performance or achievements could differ materially from those anticipated in the forward-looking statements as a result of both known and unknown risks and uncertainties including, but not limited to: general economic, market and business conditions which will, among other things, impact the demand for and market prices of Birchcliff’s products and Birchcliff’s access to capital; volatility of crude oil and natural gas prices; risks associated with increasing costs, whether due to high inflation rates, supply chain disruptions or other factors; fluctuations in exchange and interest rates; an inability of Birchcliff to generate sufficient cash flow from operations to meet its current and future obligations; an inability to access sufficient capital from internal and external sources on terms acceptable to the Corporation; risks associated with Birchcliff’s credit facilities, including a failure to comply with covenants under the agreement governing the credit facilities and the risk that the borrowing base limit may be redetermined; fluctuations in the costs of borrowing; operational risks and liabilities inherent in oil and natural gas operations; the risk that weather events such as wildfires, flooding, droughts or extreme hot or cold temperatures forces the Corporation to shut-in production or otherwise adversely affects the Corporation’s operations; the occurrence of unexpected events such as fires, explosions, blow-outs, equipment failures, transportation incidents and other similar events; an inability to access sufficient water or other fluids needed for operations; the risks associated with supply chain disruptions; uncertainty that development activities in connection with Birchcliff’s assets will be economic; an inability to access or implement some or all of the technology necessary to operate its assets and achieve expected future results; geological, technical, drilling, construction and processing problems; uncertainty of geological and technical data; horizontal drilling and completions techniques and the failure of drilling results to meet expectations for reserves or production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to production, revenue, costs and reserves; the accuracy of cost estimates and variances in Birchcliff’s actual costs and economic returns from those anticipated; incorrect assessments of the value of acquisitions and exploration and development programs; the risks posed by pandemics, epidemics and global conflict and their impacts on supply and demand and commodity prices; actions taken by OPEC and other major producers of crude oil and the impact such actions may have on supply and demand and commodity prices; stock market volatility; loss of market demand; changes to the regulatory framework in the locations where the Corporation operates, including changes to tax laws, Crown royalty rates, environmental laws, climate change laws, carbon tax regimes, incentive programs and other regulations that affect the oil and natural gas industry; political uncertainty and uncertainty associated with government policy changes, including the risk of U.S. tariffs on goods exported from Canada and any retaliatory tariffs implemented; actions by government authorities; an inability of the Corporation to comply with existing and future laws and the cost of compliance with such laws; dependence on facilities, gathering lines and pipelines; uncertainties and risks associated with pipeline restrictions and outages to third-party infrastructure that could cause disruptions to production; the lack of available pipeline capacity and an inability to secure adequate and cost-effective processing and transportation for Birchcliff’s products; an inability to satisfy obligations under Birchcliff’s firm marketing and transportation arrangements; shortages in equipment and skilled personnel; the absence or loss of key employees; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, equipment and skilled personnel; management of Birchcliff’s growth; environmental and climate change risks, claims and liabilities; potential litigation; default under or breach of agreements by counterparties and potential enforceability issues in contracts; claims by Indigenous peoples; the reassessment by taxing or regulatory authorities of the Corporation’s prior transactions and filings; unforeseen title defects; third-party claims regarding the Corporation’s right to use technology and equipment; uncertainties associated with the outcome of litigation or other proceedings involving Birchcliff; uncertainties associated with counterparty credit risk; risks associated with Birchcliff’s risk management and market diversification activities; risks associated with the declaration and payment of future dividends; the failure to obtain any required approvals in a timely manner or at all; the failure to complete or realize the anticipated benefits of acquisitions and dispositions and the risk of unforeseen difficulties in integrating acquired assets into Birchcliff’s operations; the Corporation’s reliance on hydraulic fracturing; market competition, including from alternative energy sources; changing demand for petroleum products; the availability of insurance and the risk that certain losses may not be insured; breaches or failure of information systems and security (including risks associated with cyber-attacks); risks associated with the ownership of the Corporation’s securities; the accuracy of the Corporation’s accounting estimates and judgments; and the risk that any of the Corporation’s material assumptions prove to be materially inaccurate (including the Corporation’s commodity price and exchange rate assumptions for 2025).

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Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other risk factors that could affect Birchcliff’s results of operations, financial performance or financial results are included in the AIF and annual management’s discussion and analysis for the financial year ended December 31, 2024 under the heading “Risk Factors” and in other reports filed with Canadian securities regulatory authorities.

This press release contains information that may constitute future-oriented financial information or financial outlook information (collectively, “FOFI”) about Birchcliff’s prospective financial performance, financial position or cash flows, all of which is subject to the same assumptions, risk factors, limitations and qualifications as set forth above. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise or inaccurate and, as such, undue reliance should not be placed on FOFI. Birchcliff’s actual results, performance and achievements could differ materially from those expressed in, or implied by, FOFI. Birchcliff has included FOFI in order to provide readers with a more complete perspective on Birchcliff’s future operations and management’s current expectations relating to Birchcliff’s future performance. Readers are cautioned that such information may not be appropriate for other purposes.

Management has included the above summary of assumptions and risks related to forward-looking statements provided in this press release in order to provide readers with a more complete perspective on Birchcliff’s future operations and management’s current expectations relating to Birchcliff’s future performance. Readers are cautioned that this information may not be appropriate for other purposes.

The forward-looking statements and FOFI contained in this press release are expressly qualified by the foregoing cautionary statements. The forward-looking statements and FOFI contained herein are made as of the date of this press release. Unless required by applicable laws, Birchcliff does not undertake any obligation to publicly update or revise any forward-looking statements or FOFI, whether as a result of new information, future events or otherwise.

ABOUT BIRCHCLIFF:

Birchcliff is an intermediate oil and natural gas company based in Calgary, Alberta with operations focused on the exploration and development of the Montney/Doig Resource Play in Alberta. Birchcliff’s common shares are listed for trading on the Toronto Stock Exchange under the symbol “BIR”.

For further information, please contact:
Birchcliff Energy Ltd.
Suite 1000, 600 – 3rd Avenue S.W.
Calgary, Alberta T2P 0G5
Telephone: (403) 261-6401
Email: birinfo@birchcliffenergy.com
www.birchcliffenergy.com
  Chris Carlsen – President and Chief Executive Officer

Bruno Geremia
– Executive Vice President and Chief Financial Officer


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HPQ’s Statement on U.S. – Canada Tariff Situation, Reinforces Case for Domestic Fumed Silica Production

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HPQ Plans to Start Commercial Production of Fumed Silica Using Its Pilot Plant in Q4 2025, Becoming Canada’s First Domestic Supplier

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MONTREAL, March 12, 2025 (GLOBE NEWSWIRE) — HPQ Silicon Inc. (“HPQ” or the “Company”) (TSX-V: HPQ, OTCQB: HPQFF, FRA: O08), a technology company specializing in green engineering processes, would like to inform shareholder that recently announced tariffs
and resulting counter tariffs on critical feedstock including fumed silica has NO impact on discussions with parties under LOI and other NDAs interested in our Fumed Silica material and technologies. Also, the Company would like to add that it intends to start commercial production of fumed silica using its pilot plant this year.

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HPQ, through its subsidiary HPQ Silica Polvere Inc. (HSPI) [1], is progressing as planned with the development of its Fumed Silica Reactor (FSR) system. Following the successful production of its first batch in late February 2025, the pilot plant is now optimizing operations to increase throughput from 20–30 kg per batch to over 480 kg per
day. During this phase, the fumed silica produced will undergo internal testing, with samples sent to parties under LOI (as per the July 9, 2024, release) and other NDAs.

By Q4 2025, HSPI will begin commercial production of fumed silica using its pilot-scale FSR system, making it Canada’s first domestic producer of fumed silica. With escalating U.S. tariff threats and potential countermeasures, the timing is critical, as these trade policies are expected to disrupt supply chains and increase the cost of imported materials.

“Fumed silica is used in thousands of everyday products, yet Canada has no domestic production, leaving Canadian manufacturers vulnerable to unpredictable trade policies that could swiftly drive prices up.
As a result, prices are expected to rise by at least 25%, squeezing businesses and limiting growth,” said Bernard Tourillon, President & CEO of HPQ Silicon and HPQ Silica Polvere. “HPQ’s Fumed Silica Reactor technology has the potential to change that. Our goal is to use the pilot plant to begin commercial fumed silica production in Canada in Q4 2025. At the same time, we will lay the groundwork to scale up production and establish, over the next few years, a reliable, nationally beneficial supply, thereby reducing reliance on U.S. and other fumed silica imports.”

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Fumed Silica: A High-Value Material Caught in a Trade War

Fumed silica is a high-performance industrial material used in applications ranging from cosmetics and paints to lithium-ion batteries, adhesives, and reinforced polymers. Its high surface area, lightweight structure, and ability to enhance mechanical strength, viscosity, and stability make it indispensable across multiple sectors.

The global fumed silica market valued at approximately US $2.0 billion in 2024 and is projected to grow to over US $3.4 billion by 2034[2], driven by increasing demand for high-performance materials in renewable energy, electric vehicles, and advanced coatings. The US and Canadian fumed silica market is valued at approximately US $411 million in 2024 and is projected to grow to over US $587 million by 2034[3].

High capital and operational costs, along with environmental challenges tied to traditional fumed silica manufacturing, have left Canada without domestic production capacity. As a result, local manufacturers relying on this critical feedstock must import 20,000 to 24,000 tonnes (t) annually—primarily from U.S. suppliers—at an average yearly cost of approximately US $200 million [4]. With new tariffs and counter-tariffs being enacted, the cost of imported fumed silica is set to rise by 25%, significantly impacting key Canadian industries such as automotive, construction, personal care, pharmaceuticals, and renewable energy.

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HPQ’s Fumed Silica Reactor: A Pathway to Supply Independence for Canadian Industry

HPQ Silicon, through its subsidiary HPQ Silica Polvere Inc. (HSPI) [1], is developing a low-Capex, low-Opex plasma-based fumed silica production technology in collaboration with PyroGenesis Canada Inc. Unlike traditional multi-step production methods, which typically require between 100 and 120 kWh per kg of fumed silica [5], HSPI’s one-step, energy-efficient process consumes only 8 to 12 kWh per kg [6]. This significant reduction in energy use lowers operating cost and carbon emissions while maintaining superior product quality.

Strategic Advantages: A Scalable, Cost-Effective Alternative Undergoing Pilot-Scale Validation

Two weeks ago, the HSPI pilot plant successfully produced its first batch of material, marking a major milestone in the commercialization of its technology (February 27, 2025, release). As a 20-fold scale-up from previous lab tests, the pilot plant demonstrated its ability to replicate, at industrial scale, the visually morphological characteristics consistent with those observed in lab-scale fumed silica production.

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Following the successful first pilot-scale tests, HSPI is now focused on optimizing batch and semi-continuous fumed silica production. Ongoing efforts aim to increase throughput from 20–30 kg per batch to over 480 kg per day while producing commercial grade materials with surface areas ranging from 150 to 300 m²/g. The overarching goal is to achieve full-capacity operations, enabling multiple daily production cycles and delivering commercial-quality material. With an expected 20 hours of daily operation, the system is projected to produce approximately 161 kilograms per day, equivalent to an annual output of 50,000 kilograms (50 TPY).

By Q4 2025, the fully paid pilot-scale FSR system, will start delivering high-performance fumed silica, providing buyers with a cleaner, more efficient and Canadian alternative to legacy production methods.

HSPI’s FSR design enables a modular, scalable approach to fumed silica production, based on increasing the FSR capability designs by a 20-fold scale up of the pilot system to an initial production target of at least 1,000 metric tons per year FRS reactors. Once the first system is operational in the coming years, the goal will become building multiple Fumed Silica Reactors to have the capacity to meet Canada’s full market demand of 20,000 to 24,000 metric tons annually.

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This is not just about mitigating tariffs,” added Tourillon. “This is about using Canadian know-how to create a more resilient independent supply chain for critical materials. Over time HSPI’s Fumed Silica Reactor could ensures that Canadian manufacturers are no longer at the mercy of U.S. trade policies. We are pioneering a technology that makes Canada self-sufficient in a high-value material while enhancing our global competitiveness.”

REFERENCE SOURCES

[1]  A wholly owned subsidiary of HPQ Silicon Inc. when technology supplier PyroGenesis announced its intention to exercise its option to acquire a 50% stake in HSPI in May 2024.

[2]  Global Market Insights: Fumed Silica Market – By Product, Application Analysis, Share, Growth Forecast, 2025 – 2034

[3]  FACT”MR: Fumed Silica Sales Outlook for North America (2024-2034)

[4]  Management estimates of Canadian market size based on information from Sales data per regions from MarketsandMarkets 2017 “fumed silica market – global forecast to 2022”

[5]  Frischknecht, Rolf, et al. “Life cycle inventories and life cycle assessment of photovoltaic systems.” International Energy Agency (IEA) PVPS Task 12 (2020).

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[6]  Updated energy consumption estimate made by PyroGenesis Canada Inc. (August 2024)

About HPQ Silicon

HPQ Silicon Inc. (TSX-V: HPQ) is a Quebec-based TSX Venture Exchange Tier 1 Industrial Issuer.

HPQ is developing, with the support of world-class technology partners PyroGenesis Inc. and NOVACIUM SAS, new green processes crucial to make the critical materials needed to reach net zero emissions.

HPQ activities are centred around the following five (5) pillars:

  1. Becoming a green low-cost (Capex and Opex) manufacturer of Fumed Silica using the FUMED SILICA REACTOR, a proprietary technology owned by HPQ Silica Polvere Inc being developed for HSPI by PyroGenesis.
  2. Becoming a producer of silicon-based anode materials for battery applications with the assistance of NOVACIUM SAS.
  3. HPQ SILICON affiliate NOVACIUM SAS is developing a low carbon, chemical based on demand and high-pressure autonomous hydrogen production system.
  4. HPQ SILICON affiliate NOVACIUM SAS is developing a new process to transform black aluminium dross into a valuable resource.
  5. Becoming a zero CO2 low-cost (Capex and Opex) producer of High Purity Silicon (2N+ to 4N) using our PUREVAPTM “Quartz Reduction Reactors” (QRR), a proprietary technology owned by HPQ being developed for HPQ by PyroGenesis.

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For more information, please visit HPQ Silicon web site.

About PyroGenesis Inc.

PyroGenesis, a high-tech company, is a proud leader in the design, development, manufacture and commercialization of advanced plasma processes and sustainable solutions which reduce greenhouse gases (GHG) and are economically attractive alternatives to conventional “dirty” processes. PyroGenesis has created proprietary, patented and advanced plasma technologies that are being vetted and adopted by multiple multibillion dollar industry leaders in four massive markets: iron ore pelletization, aluminum, waste management, and additive manufacturing. With a team of experienced engineers, scientists and technicians working out of its Montreal office, and its 3,800 m2 and 2,940 m2 manufacturing facilities, PyroGenesis maintains its competitive advantage by remaining at the forefront of technology development and commercialization.  The operations are ISO 9001:2015 and AS9100D certified, having been ISO certified since 1997. PyroGenesis’ shares are publicly traded on the TSX in Canada (TSX: PYR), the OTCQX in the US (OTCQX: PYRGF), and the Frankfurt Stock Exchange in Germany (FRA: 8PY1). www.pyrogenesis.com 

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Disclaimers:

This press release contains certain forward-looking statements, including, without limitation, statements containing the words “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “in the process” and other similar expressions which constitute “forward-looking information” within the meaning of applicable securities laws. Forward-looking statements reflect the Company’s current expectation and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to, our expectations regarding the acceptance of our products by the market, our strategy to develop new products and enhance the capabilities of existing products, our strategy with respect to research and development, the impact of competitive products and pricing, new product development, and uncertainties related to the regulatory approval process. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks and uncertainties and other risks detailed from time-to-time in the Company’s ongoing filings with the security’s regulatory authorities, which filings can be found at www.sedar.com. Actual results, events, and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This News Release is available on the company’s CEO Verified Discussion Forum, a moderated social media platform that enables civilized discussion and Q&A between Management and Shareholders. 

Source: HPQ Silicon Inc.

For further information contact:

Bernard J. Tourillon, Chairman, President, and CEO Tel +1 (514) 846-3271
Email: Info@hpqsilicon.com


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H.I.G. Capital Completes Acquisition of Quisitive

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TORONTO, March 11, 2025 (GLOBE NEWSWIRE) — Quisitive Technology Solutions, Inc. (“Quisitive” or the “Company”) (TSXV: QUIS; OTCQX: QUISF), a premier Microsoft Cloud and AI solutions provider, is pleased to announce the successful completion of the previously announced plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”) pursuant to which, among other things, an affiliate of funds managed by of H.I.G. Capital (the “Purchaser”) acquired all of the issued and outstanding common shares of Quisitive (the “Shares”) for C$0.57 per Share in cash, other than Shares previously held by certain employees who entered into rollover agreements.

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The Company received the final order from the Supreme Court of British Columbia approving the Transaction on March 4, 2025, and the Shares are expected to be delisted from the TSX Venture Exchange after the end of trading on March 12, 2025. The Purchaser intends to cause Quisitive to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

Further details regarding the Transaction can be found in the Company’s management information circular dated January 28, 2025, which is filed under the Company’s SEDAR+ profile at www.sedarplus.ca.

About Quisitive

Quisitive is a premier, global Microsoft partner leveraging the power of the Microsoft cloud platform and artificial intelligence, alongside custom and proprietary technologies, to drive transformative outcomes for its customers. The Company focuses on helping enterprises across industries leverage the Microsoft platform to adopt, innovate, and thrive in the era of AI. For more information, visit www.Quisitive.com and follow @BeQuisitive.

Forward-Looking Information

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Certain statements included in this press release may constitute “forward-looking statements” within the meaning of applicable Canadian securities legislation. More particularly and without limitation, this press release contains forward-looking statements and information regarding the delisting of the Shares and Quisitive’s application to cease to be a reporting issuer. Except as may be required by Canadian securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements, by their very nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from the Company’s expectations expressed in or implied by such forward-looking statements and that the objectives, plans, strategic priorities and business outlook may not be achieved. As a result, the Company cannot guarantee that any forward-looking statements will materialize, or if any of them do, what benefits the Company will derive from them.

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In respect of forward-looking statements and information concerning the delisting of the Shares and Quisitive’s application to cease to be a reporting issuer, the Company has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including, but not limited to, assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory and stock exchange approvals. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.

Quisitive Contact:

Tami Anders
Chief of Staff
tami.anders@quisitive.com

972.573.0995

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


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