Author: Newsfile

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• Achieved new production record of 14,000 boe/d for Peace River asset

• Completed drilling all wells in our first Peace River Clearwater waterflood pilot on the Dawson 4-24 Pad

Calgary, Alberta–(Newsfile Corp. – June 3, 2025) – OBSIDIAN ENERGY LTD. (TSX: OBE) (NYSE American: OBE) (“ObsidianEnergy“, the “Company“, “we“, “us” or “our“) is pleased to provide an operational update on our first half 2025 capital program. Having completed our exploration/appraisal program in the first quarter of 2025 to further delineate our Peace River asset, second quarter activities focused on bringing the remaining wells on production. All 30 (28.4 net) wells in our first half program¹ were rig released by the end of May, and all development wells are now on production.

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“We are pleased with our first half 2025 development program, which was concentrated on our Peace River Bluesky and Clearwater assets,” said Stephen Loukas, Obsidian Energy’s President and CEO. “We’ve achieved solid production results from this program as we stepped back into our established development areas at Harmon Valley South (“HVS“) and Dawson in Peace River. In our Walrus area, we achieved the strongest initial production rates to date in the field, further validating its potential. Our Dawson Clearwater program continued to outperform our expectations on primary production and all five waterflood pilot wells are online, including two single leg wells that will become injectors after production tests. The successful execution of this pilot project is expected to provide the opportunity for broader implementation of enhanced oil recovery techniques on our Peace River assets to further increase reservoir recovery and reduce decline rates.”

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Mr. Loukas continued, “We continue to monitor the macro-economic environment as it remains unsettled, causing uncertainty in the industry. We will adjust our capital allocation decisions accordingly as we finalize our second half 2025 plans, which are expected to be announced in late June/early July.”

HEAVY OIL ASSET HIGHLIGHTS

Our second quarter 2025 activities focused on development drilling in the established, all season access fields of HVS (Bluesky formation) and Dawson (Clearwater formation). Included in our drilling program were four farm-in wells where we earned additional land holdings at HVS and Seal.

Development Program

We rig released and brought on production the remaining operated development wells in Peace River through April and into May, leading to a new production high of 14,000 boe/d for this area.

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• Dawson 4-23 Pad (Clearwater) – Simultaneous facilities construction and drilling operations supported faster-paced development as we follow the established productive trends through this field. All four wells are now on production with the remaining two wells in the first half program producing at a 30-day initial production (“IP“) rate of 393 boe/d and 105 boe/d, respectively.

• Our Dawson field continues to produce at higher rates than forecasted. Since the field was established in 2023, Clearwater production has grown significantly from 189 boe/d in the fourth quarter 2023 to over 3,000 boe/d in May 2025 (field estimate), driven purely by organic drilling success. We expect to continue the development of the field as we follow up on our strong results over the past 18 months.

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• HVS Field (Bluesky) – All five development wells in the 2025 program are now online, providing strong production additions and further reservoir information to continue to refine our drilling operations. In addition, two of the five (5.0 net) wells further tested our “waffle well” drilling design, showing successful results in increasing initial production performance on existing Pads.

• HVS 13-08 Pad – Two (2.0 net) wells from the first half program came onstream and delivered 30-day IP rates of 440 boe/d (99 percent oil) and 350 boe/d (99 percent oil), respectively.

• HVS 13-18 Pad – Both wells are on production and produced at 30-day IP rates of 251 boe/d (98 percent oil) and 185 boe/d (99 percent oil), respectively.

• HVS 14-07 Pad – The one (1.0 net) well came on production in May and has produced at a 22-day IP rate of 568 boe/d (100 percent oil). We have identified two follow up locations from this pad, which are currently scheduled for our near-term drilling plans.

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• Walrus 7-21 Pad – Two (1.8 net) offset wells were drilled on the existing 7-21 Pad in the main part of the field and placed on production in mid-April. The wells provided results above expectations, producing the highest Bluesky initial rates achieved in our Walrus field to date.

• The 100 percent working interest well achieved an average 30-day IP rate of 170 boe/d (100 percent oil). The second joint interest well (0.8 net) produced at an average 30-day IP rate of 361 gross boe/d (100 percent oil). Through this joint venture, Obsidian Energy gained 10.1 net sections of land with additional follow-up locations.

• Land Farm-In Earning Wells – Four (2.6 net) wells were drilled in HVS and East Seal as part of earning or joint venture land agreements to further delineate new areas of Peace River.

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• East Seal 4-14 Pad -The second (0.7 net) well was brought back onstream post-breakup in mid-May and is in the process of cleaning up.

• HVS 16-09 Pad – In the southern part of our HVS field, the two (1.3 net) wells encountered good reservoir but high-viscosity oil. Both wells are on production and produced at a 30-day gross IP rate of 122 boe/d and 52 boe/d, respectively.

Waterflood Pilot Project

The Company continued to advance development of the Dawson field with a Clearwater waterflood pilot project in the centre of the field, expanding activities beyond primary recovery to test the potential for increased reservoir oil recovery.

• Dawson 4-24 Pad – All five (5 net) wells were drilled and placed on production, including the two (2.0 net) single leg injector wells.

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• The first two (2.0 net) producer wells onstream had a 30-day IP rates of 329 boe/d and 342 boe/d (100 percent oil), respectively.

• The remaining three (3.0 net) wells are currently onstream with strong initial results. We plan to temporarily produce the injector wells prior to water injection to evaluate reservoir characteristics.

The successful execution of this project opens the potential for additional future value through increased reservoir recovery across our Peace River asset.

LIGHT OIL ASSETS

Obsidian Energy also participated in five (2.2 net) non-operated wells in the first half of the year at the Pembina Cardium Unit #11 (~45 percent working interest). On the 08-12 Pad, four (1.8 net) wells are on production with an average 30-day IP rate of 223 (100 net) boe/d per well. Upon start-up, the wells were rate restricted due to gas takeaway capacity; peak production rates per well ranged between 335 to 360 boe/d per well during the first 30-days. The fifth well was placed on production in late May.

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HEDGING UPDATE

In the second quarter of 2025, the Company added new oil and gas contracts to help mitigate the risk of potentially lower commodity prices. Currently, we have the following contracts outstanding on a weighted average basis:

Oil Contracts

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AECO Natural Gas Contracts

RBC GLOBAL ENERGY, POWER AND INFRASTRUCTURE CONFERENCE

Obsidian Energy will be participating in the RBC Global Energy, Power and Infrastructure Conference (the “Conference“) from June 3rd to 4th, 2025 in New York, NY. Stephen Loukas, President and CEO will be presenting on the Company in a break-out session on June 4, 2025, at 2:30 p.m. ET/ 12:30 p.m. MT.

ADDITIONAL READER ADVISORIES

OIL AND GAS INFORMATION ADVISORY

Barrels of oil equivalent (“boe“) may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet of natural gas to one barrel of crude oil 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 conversion ratio of 6:1, utilizing a conversion on a 6:1 basis is misleading as an indication of value.

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TEST RESULTS AND INITIAL PRODUCTION RATES

Test results and initial production rates disclosed herein, particularly those short in duration, may not necessarily be indicative of long-term performance or of ultimate recovery. Readers are cautioned that short-term rates should not be relied upon as indicators of future performance of these wells and therefore should not be relied upon for investment or other purposes. A pressure transient analysis or well-test interpretation has not been carried out and thus certain of the test results provided herein should be considered preliminary until such analysis or interpretation has been completed.

ABBREVIATIONS

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FORWARD-LOOKING STATEMENTS

Certain statements contained in this document constitute forward-looking statements or information (collectively “forward-looking statements“) within the meaning of the “safe harbour” provisions of applicable securities legislation. Forward-looking statements are typically identified by words such as “anticipate”, “continue”, “estimate”, “expect”, “forecast”, “budget”, “may”, “will”, “project”, “could”, “plan”, “intend”, “should”, “believe”, “outlook”, “objective”, “aim”, “potential”, “target” and similar words suggesting future events or future performance. In addition, statements relating to “reserves” or “resources” are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions, that the reserves and resources described exist in the quantities predicted or estimated and can be profitably produced in the future. In particular, this document contains forward-looking statements pertaining to, without limitation, the following: our expectation for certain wells to be made injectors in the future; our expectations for enhanced oil recovery techniques in Peace River; our plan for our second half 2025 capital program; our development plans at various locations; our plan to evaluate production techniques in order to produce certain heavier viscosity oil; our expectations in connection with the waterflood pilot project; our hedges; and our participation in the Conference.

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With respect to forward-looking statements contained in this document, the Company has made assumptions regarding, among other things: the duration and impact of tariffs that are currently in effect on goods exported from or imported into Canada, and that other than the tariffs that are currently in effect, neither the U.S. nor Canada (i) increases the rate or scope of such tariffs, reenacts tariffs that are currently suspended, or imposes new tariffs, on the import of goods from one country to the other, including on oil and natural gas, and/or (ii) imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on oil and natural gas; that the Company does not dispose of or acquire material producing properties or royalties or other interests therein (except as disclosed herein); that regional and/or global health related events will not have any adverse impact on energy demand and commodity prices in the future; global energy policies going forward, including the continued ability and willingness of members of OPEC and other nations to agree on and adhere to production quotas from time to time; our ability to qualify for (or continue to qualify for) new or existing government programs, and obtain financial assistance therefrom, and the impact of those programs on our financial condition; our ability to execute our plans as described herein and in our other disclosure documents, and the impact that the successful execution of such plans will have on our Company and our stakeholders, including our ability to return capital to shareholders and/or further reduce debt levels; future capital expenditure and decommissioning expenditure levels; expectations and assumptions concerning applicable laws and regulations, including with respect to environmental, safety and tax matters; future operating costs and G&A costs and the impact of inflation thereon; future oil, natural gas liquids and natural gas prices and differentials between light, medium and heavy oil prices and Canadian, WTI and world oil and natural gas prices; future hedging activities; future oil, natural gas liquids and natural gas production levels; future exchange rates, interest rates and inflation rates; future debt levels; our ability to execute our capital programs as planned without significant adverse impacts from various factors beyond our control, including extreme weather events such as wild fires, flooding and drought, infrastructure access (including the potential for blockades or other activism) and delays in obtaining regulatory approvals and third party consents; the ability of the Company’s contractual counterparties to perform their contractual obligations; our ability to obtain equipment in a timely manner to carry out development activities and the costs thereof; our ability to market our oil and natural gas successfully to current and new customers; our ability to obtain financing on acceptable terms, including our ability (if necessary) to extend the revolving period and term out period of our credit facility, our ability to maintain the existing borrowing base under our credit facility, our ability (if necessary) to replace our syndicated bank facility and our ability (if necessary) to finance the repayment of our senior unsecured notes on maturity or pursuant to the terms of the underlying agreement; the accuracy of our estimated reserve volumes; and our ability to add production and reserves through our development and exploitation activities.

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Although the Company believes that the expectations reflected in the forward-looking statements contained in this document, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the forward-looking statements contained herein will not be correct, which may cause our actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things: the risk that (i) the tariffs that are currently in effect on goods exported from or imported into Canada continue in effect for an extended period of time, the tariffs that have been threatened are implemented, that tariffs that are currently suspended are reactivated, the rate or scope of tariffs are increased, or new tariffs are imposed, including on oil and natural gas, (ii) the U.S. and/or Canada imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on oil and natural gas, and (iii) the tariffs imposed or threatened to be imposed by the U.S. on other countries and retaliatory tariffs imposed or threatened to be imposed by other countries on the U.S., will trigger a broader global trade war which could have a material adverse effect on the Canadian, U.S. and global economies, and by extension the Canadian oil and natural gas industry and the Company, including by decreasing demand for (and the price of) oil and natural gas, disrupting supply chains, increasing costs, causing volatility in global financial markets, and limiting access to financing; the possibility that we change our budgets (including our capital expenditure budgets) in response to internal and external factors, including those described herein; the possibility that the Company will not be able to continue to successfully execute our business plans and strategies in part or in full, and the possibility that some or all of the benefits that the Company anticipates will accrue to our Company and our stakeholders as a result of the successful execution of such plans and strategies do not materialize (such as our inability to return capital to shareholders and/or reduce debt levels to the extent anticipated or at all); the possibility that the Company ceases to qualify for, or does not qualify for, one or more existing or new government assistance programs, that the impact of such programs falls below our expectations, that the benefits under one or more of such programs is decreased, or that one or more of such programs is discontinued; the impact on energy demand and commodity prices of regional and/or global health related events and the responses of governments and the public thereto, including the risk that the amount of energy demand destruction and/or the length of the decreased demand exceeds our expectations; the risk that there is another significant decrease in the valuation of oil and natural gas companies and their securities and in confidence in the oil and natural gas industry generally, whether caused by regional and/or global health related events, the worldwide transition towards less reliance on fossil fuels and/or other factors; the risk that the financial capacity of the Company’s contractual counterparties is adversely affected and potentially their ability to perform their contractual obligations; the possibility that the revolving period and/or term out period of our credit facility and the maturity date of our senior unsecured notes is not extended (if necessary), that the borrowing base under our credit facility is reduced, that the Company is unable to renew or refinance our credit facilities on acceptable terms or at all and/or finance the repayment of our senior unsecured notes when they mature on acceptable terms or at all and/or obtain new debt and/or equity financing to replace our credit facilities and/or senior unsecured notes or to fund other activities; the possibility that we are unable to complete one or more repurchase offers pursuant to our senior unsecured notes when otherwise required to do so; the possibility that we are forced to shut-in production, whether due to commodity prices decreasing, extreme weather events such as wild fires, inability to access our properties due to blockades or other activism, or other factors; the risk that OPEC and other nations fail to agree on and/or adhere to production quotas from time to time that are sufficient to balance supply and demand fundamentals for oil; general economic and political conditions in Canada, the U.S. and globally, and in particular, the effect that those conditions have on commodity prices and our access to capital; industry conditions, including fluctuations in the price of oil, natural gas liquids and natural gas, price differentials for oil and natural gas produced in Canada as compared to other markets, and transportation restrictions, including pipeline and railway capacity constraints; fluctuations in foreign exchange, including the impact of the Canadian/U.S. dollar exchange rate on our revenues and expenses; fluctuations in interest rates, including the effects of interest rates on our borrowing costs and on economic activity, and including the risk that elevated interest rates cause or contribute to the onset of a recession; the risk that our costs increase due to inflation, supply chain disruptions, scarcity of labour and/or other factors, adversely affecting our profitability; unanticipated operating events or environmental events that can reduce production or cause production to be shut-in or delayed (including extreme cold during winter months, wild fires, flooding and droughts (which could limit our access to the water we require for our operations)); the risk that wars and other armed conflicts adversely affect world economies and the demand for oil and natural gas, including the ongoing war between Russian and Ukraine and/or hostilities in the Middle East; the possibility that fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to hydrocarbons, government mandates requiring the sale of electric vehicles and/or electrification of the power grid, and technological advances in fuel economy and renewable energy generation systems could permanently reduce the demand for oil and natural gas and/or permanently impair the Company’s ability to obtain financing and/or insurance on acceptable terms or at all, and the possibility that some or all of these risks are heightened as a result of the response of governments, financial institutions and consumers to a regional and/or global health related event and/or the influence of public opinion and/or special interest groups.

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Additional information on these and other factors that could affect Obsidian Energy, or its operations or financial results, are included in the Company’s Annual Information Form (see ‘Risk Factors’ and ‘Forward-Looking Statements’ therein) which may be accessed through the SEDAR+ website (www.sedarplus.ca), EDGAR website (www.sec.gov) or Obsidian Energy’s website. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

Unless otherwise specified, the forward-looking statements contained in this document speak only as of the date of this document. Except as expressly required by applicable securities laws, we do not undertake any obligation to publicly update or revise any forward-looking statements. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

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Obsidian Energy shares are listed on both the Toronto Stock Exchange in Canada and the NYSE American in the United States under the symbol “OBE”. All figures are in Canadian dollars unless otherwise stated.

CONTACT

OBSIDIAN ENERGY

Suite 200, 207 – 9th Avenue SW, Calgary, Alberta T2P 1K3
Phone: 403-777-2500
Toll Free: 1-866-693-2707
Website: www.obsidianenergy.com; 

Investor Relations:
Toll Free: 1-888-770-2633
E-mail: investor.relations@obsidianenergy.com

¹  Number of wells rig released in the first half of 2025 excludes the two (2.0 net) Peace River single leg injector wells, which are currently in production tests.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/254387

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Vancouver, British Columbia–(Newsfile Corp. – May 30, 2025) – Custom Health, Inc. (“Custom Health“), a technology-enabled healthcare solutions company providing innovative products and services designed to improve the well-being of individuals across North America, has entered into a definitive arrangement agreement dated May 30, 2025 (the “Arrangement Agreement“) with Queue Ventures Ltd. (“Queue“). The transaction is expected to provide Custom Health with access to growth capital to support the expansion of its existing business model and operations.

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In connection with the Transaction, Custom Health and Queue have also entered into an engagement letter with Stifel Nicolaus Canada Inc. (“Stifel“) with respect to (the “Offering“) (i) a commercially reasonable best efforts private placement of up to 3,000,000 subscription receipts of Custom FundCo (as defined below) (“FundCo Subscription Receipts“) at a price per FundCo Subscription Receipt of US$10.00 for aggregate gross proceeds of up to US$30 million, and (ii) a debt financing of up to US$30 million or such other amount and on such terms as may be agreed between Stifel, Queue and Custom Health (the “Debt Financing“).

“This milestone is a testament to the power of our model, the trust of our partners, and the dedication of our team,” said Shane Bishop, CEO of Custom Health. “We’re proud to announce a definitive agreement to take Custom Health public on the TSX – a transformative step that reflects our mission to personalize care at scale. As a public company, we’re excited to expand access to our innovative care solutions, improve outcomes for more patients, and deliver value to all our stakeholders.”

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The Transaction

Under the Arrangement Agreement with (i) Custom Health, a corporation existing under the laws of Delaware, and Queue, (ii) Custom Merger Sub, Inc. (“Merger Sub“), a corporation existing under the laws of Delaware and a wholly-owned subsidiary of Queue that has been formed for the sole purpose of participating in and facilitating the Arrangement (as defined below), (iii) Queue BC Subco Inc. (“Queue Subco“), a corporation existing under the laws of British Columbia and a wholly-owned subsidiary of Queue that has been formed for the sole purpose of participating in and facilitating the Arrangement, and (iv) Custom Fundco Inc. (“Custom Fundco“), a corporation existing under the laws of British Columbia that has been formed for the sole purpose of participating in and facilitating the Arrangement by conducting the Offering (as defined below), pursuant to which, among other things, Queue proposes to acquire all of the issued and outstanding shares in the capital of Custom Health (the “Custom Shares“) by way of a statutory plan of arrangement (the “Arrangement“) under the Business Corporations Act (British Columbia) (the “Transaction“).

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Pursuant to the Arrangement Agreement, and upon the satisfaction or waiver of the conditions set out therein, the following, among other things, will be completed in connection with the consummation of the Transaction: (i) Custom Health will merge with Merger Sub pursuant to the provisions of the Delaware General Corporations Law (the “Merger”); (ii) Custom Fundco will amalgamate with Queue Subco pursuant to the provisions of the Business Corporations Act (British Columbia) (the “Amalgamation“); (iii) the company resulting from the Merger will become a wholly-owned subsidiary of Queue; (iv) the company resulting from the Amalgamation will convey its assets to Queue and be subsequently wound-up; and (v) the securityholders of Custom Health will hold substantially equivalent securities of Queue (following the Transaction, the “Resulting Issuer“).

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Resulting Issuer

Following the completion of the Transaction (“Closing“), the Resulting Issuer will operate as a health technology and solutions company. Closing is subject to a number of conditions, which include, among others, closing of the Offering, receipt of all necessary board, shareholder and regulatory approvals, including the conditional approval of the listing of the common shares of the Resulting Issuer (“Resulting Issuer Shares“) on the Toronto Stock Exchange (the “TSX“) (the “Listing“). The Listing will be subject to satisfying all of the TSX’s initial listing requirements as an Industrial/Technology issuer. Custom Health will also convene a meeting of its shareholders for the purposes of approving the Merger.

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Immediately prior to Closing, the Resulting Issuer is expected to change its name to “Custom Health Holdings Inc.” or such other name as may be agreed to by the parties and accepted by applicable regulators.

The Offering

Stifel shall act as lead agent and sole bookrunner in connection with the Offering. Stifel has also been granted an option (the “Agents’ Option“) to increase the size of the Offering by up to 15% which Agents’ Option shall be exercisable in whole or in part at any time for up to 48 hours prior to the closing of the Offering (the “Offering Closing Date“).

Each FundCo Subscription Receipt will automatically convert into one common share in the capital of Custom FundCo (each, a “FundCo Share“) upon satisfaction of certain escrow release conditions (the “Escrow Release Conditions“), subject to adjustment in certain events, at no additional cost to the holder as described in a subscription receipt agreement to be entered into by the parties and a mutually acceptable escrow agent. In connection with Closing, each FundCo Share received by holders of the FundCo Subscription Receipts shall then be converted into one Resulting Issuer Share pursuant to the Amalgamation.

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In the event that the Escrow Release Conditions are not satisfied prior to the date that is 180 days after the Offering Closing Date or such later date as mutually agreed, the escrow agent will return to holders of FundCo Subscription Receipts an amount equal to the aggregate issue price of the FundCo Subscription Receipts held by them and their pro rata portion of any interest earned thereon.

Subject to the receipt of all requisite approvals, the Offering is expected to be completed on or about July 15, 2025 or such other date to be determined between Custom Health, Queue and Stifel.

The Resulting Issuer intends to use the net proceeds from the Offering for working capital and general corporate purposes.

Following completion of the Transaction, the Resulting Issuer Shares received upon conversion of the FundCo Shares will not be subject to a statutory hold period in Canada.

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Sponsorship

Under the policies of the TSX, the parties to the Transaction will be required to engage a sponsor for the Transaction unless an exemption or waiver from this requirement can be obtained.

Disclosure Document

In connection with the Transaction, Queue will file a management information circular or other disclosure document under Queue’s profile on SEDAR+ at www.sedarplus.ca, which will contain details regarding the Transaction, the Arrangement, the Offering, the Debt Financing, Queue, Custom Health and the Resulting Issuer (including applicable financial statements).

In the event any of the conditions set forth above are not completed or the Transaction does not proceed, Queue will notify shareholders.

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This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

About Queue Ventures Ltd.

Queue was formed under the Business Corporations Act (British Columbia) on October 29, 2021 and is an unlisted reporting issuer in each of British Columbia and Alberta. Queue has no commercial operations and no assets other than cash.

About Custom Health

Custom Health provides a comprehensive technology-enabled medication management and managed care solution, resulting in 98%¹ medication adherence for its patients across the United States and Canada. Custom Health is focused on serving poly-med patients with chronic conditions, representing an estimated market of 78 million² adults in North America. These patients take multiple medications several times throughout the day and often struggle to adhere to their prescription regimen, presenting a significant challenge and costing the North American healthcare system an estimated US$550 billion per year³.

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Further Information

Queue and Custom Health plan to issue additional press releases providing further details in respect of the Transaction, the Offering, the Debt Financing and other material information as it becomes available.

This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

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As noted above, completion of the Transaction is subject to a number of conditions. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or other disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

No stock exchange or regulatory authority has passed upon the merits of the Transaction or approved or disapproved of the contents of this news release.

All information contained in this news release with respect to Queue was supplied by Queue, and Custom Health and its directors and officers have relied on Queue for such information.

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Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Queue and Custom Health with respect to the Transaction, the Offering, the Debt Financing, the Listing, and the future business activities and operating performance of the Resulting Issuer. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: expectations regarding whether the Transaction will be consummated and whether the Offering or Debt Financing will be completed, including whether conditions to the consummation of the Transaction and completion of the Offering and Debt Financing will be satisfied, the timing and terms for completing the Transaction and the Offering and Debt Financing, and expectations for the effects of the Transaction or the ability of the Resulting Issuer to successfully achieve business objectives.

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Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management of Queue and Custom Health’s management, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Queue and Custom Health believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. The reader should not place undue reliance on these forward-looking statements, as there can be no assurances that the plans, initiatives or expectations upon which they are based will occur. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction and/or the Offering and Debt Financing; the ability of Custom Health to meet its obligations under its material agreements; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Transaction and/or the Offering and Debt Financing on the proposed terms and schedule; investor demand and interest in the Offering and Debt Financing; the potential impact of the announcement or consummation of the Transaction and/or the Offering and Debt Financing on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Transaction and/or the Offering and Debt Financing. This forward-looking information may be affected by risks and uncertainties in the business of Queue and Custom Health and market conditions.

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Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward- looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Queue and Custom Health have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Queue and Custom Health do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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¹ BMC Geriatrics, “Medication adherence support of an in-home electronic medication dispensing system for individuals living with chronic conditions: a pilot randomized controlled trial”
² CDC, “Prevalence of Multiple Chronic Conditions Among US Adults, 2018″; Statistics Canada; BMC, “Chronic disease multimorbidity among the Canadian population: prevalence and associated lifestyle factors“; Statista, “Resident population of Canada in 2022, by gender and age group”
³ Sage Journals, “Cost of Prescription Drug-Related Morbidity and Mortality”; National Library of Medicine, “Cost-related nonadherence to prescription medications in Canada: a scoping review”

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Not for distribution to United States newswire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/254059

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Ottawa, Ontario–(Newsfile Corp. – May 30, 2025) – Enablence Technologies Inc. (TSXV: ENA) (“Enablence” or the “Company”), a leading provider of optical chips and sub systems that perform communications, sensing and computing datacom, telecom, automotive and artificial intelligence (AI) applications has filed its audited financial statements for the third quarter ending March 31, 2025 and related management’s discussion and analysis and certifications (collectively, the “Financial Statements”). Electronic copies of the Financial Statements are available on SEDAR (www.sedar.com) under Enablence’s issuer profile.

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Commenting on the Company’s third quarter, fiscal year 2025 performance, CEO, Todd Haugen stated, “The macro-economic outlook has been disrupted by recent, short-term geo-political events that impacted supply chain operations of Enablence and the industry at large. Despite the challenges posed by these extraordinary events, I am pleased to report that we have been able to minimize the global impact of these events on our operational plan for the time-being and can report another strong quarter. Consequently, we remain committed to the lower end of the previously stated guidance in respect of our revenue target for Fiscal Year 2025.”

“Our order book is strong, and we continue to grow revenue in our core datacom business which is strengthening in line with expectations,” said Haugen. “In addition, we are gaining new market share and customers in artificial intelligence and advanced vision businesses, especially in the LiDAR space as evidenced by the recent Light IC announcement unveiling the first FMCW chip for LiDAR applications. In terms of our strategic growth plan, I can report that demand continues to be strong across all three businesses – optical communications, optical sensing, and optical compute.”

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Financial Highlights

Enablence is pleased to provide the following highlights for the third quarter 2025FY (all dollar figures are expressed in thousands of United States dollars):

• Revenue Growth: Revenue for the three months ended March 31, 2025 was $1,248 as compared to $412 for the same period in the prior year, an increase of $836 or 203%. For the nine months ended March 31, 2025, revenue was $2,869, up 294% from $977 in the same period last year​.
• Gross Margin Improvement: The company’s gross margin declined by $172, with a reported gross margin of $(782) for the quarter, compared to $(610) in the previous year. While there was a nominal decline, the gross margin percentage improved significantly as capacity increased.
• Net Loss Increase: Enablence reported a net loss of $3,023, compared to a $2,069 net loss in the same quarter last year, an increase of 46%. The slightly higher loss was driven by investments in Sales & Marketing, R&D​ and investments in capacity.
• Improved Comprehensive Loss Position: The company’s comprehensive loss increased to $4,384 for the quarter, compared to $2,954 in the same period last year.
• Stronger Cash Position: Enablence ended the quarter with $3,422 in cash and cash equivalents, a significant increase from $614 as of March 31, 2024, supporting its ongoing operations and future growth initiatives.
• Continuing Investment: Investors injected another $4,528 in new funding over the period as the Company continues to invest in manufacturing capacity and R&D as its products continue to gain significant traction.

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Outlook

Based on the Company’s current business outlook, management expects the overall performance for Fiscal Year 2025 to be as follows:

• Guidance in respect of our revenue target for FY25 remains $6M +/- $0.5M
• Based on current updated projections, we expect to become gross margin positive in calendar year 2025.

The “Financial Highlights” above are qualified in their entirety by the Financial Statements, which are available on SEDAR (www.sedar.com) under Enablence’s issuer profile. For additional information on the Company, please refer to the investor presentation of the Company, which is available on Enablence’s website (www.enablence.com/investors) in the “Corporate – Investors” tab.

About Enablence Technologies Inc.

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Enablence is a publicly traded company listed on the TSX Venture Exchange (TSXV: ENA) that designs, markets and sells optical chips and sub systems, primarily in the form of planar lightwave circuits (PLC), on silicon-based chips for datacom, telecom, automotive and artificial intelligence (AI) applications. Enablence products serve a global customer base, primarily focused today on data center and other rapidly growing end markets. Enablence also works with customers that have emerging market uses for its technology, including medical devices, automotive LiDAR, and virtual and augmented reality headsets. In select strategic circumstances, the Company also uses its proprietary, non-captive fabrication plant in Fremont, California to manufacture chips designed by third party customers. For more information, visit: www.enablence.com.

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Cautionary Note Regarding Forward-Looking Information

This news release contains forward-looking statements regarding the Company based on current expectations and assumptions of management, which involve known and unknown risks and uncertainties associated with our business and the economic environment in which the business operates. All such statements are forward-looking statements under applicable Canadian securities legislation. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. These statements are based on current expectations that involve several risks and uncertainties which could cause actual results to differ from those anticipated. Although the Company believes that the expectations reflected in the forward-looking statements contained in this news release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. We caution our readers of this news release not to place undue reliance on our forward-looking statements as a few factors could cause actual results or conditions to differ materially from current expectations. Additional information on these and other factors that could affect the Company’s operations are set forth in the Company’s continuous disclosure documents that can be found on SEDAR (www.sedar.com) under Enablence’s issuer profile.

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Enablence does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether because of new information, future events or otherwise.

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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/254075

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Calgary, Alberta–(Newsfile Corp. – May 30, 2025) – Arrow Exploration Corp. (AIM: AXL) (TSXV: AXL) (“Arrow” or the “Company“), the high-growth operator with a portfolio of assets across key Colombian hydrocarbon basins, is pleased to announce the filing of its Interim Condensed (unaudited) Consolidated Financial Statements and Management’s Discussion and Analysis (“MD&A”) for the three months ended March 31, 2025, which are available on SEDAR (www.sedar.com) and will also be available shortly on Arrow’s website at www.arrowexploration.ca, and to provide an update on operational activity.

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Q1 2025 Highlights:

• Recorded $19.5 million of total oil and natural gas revenue, net of royalties, representing a 36% increase when compared to the same period in 2024 (Q1 2024: $14.4 million).

• Adjusted EBITDA⁽¹⁾ of $11.5 million, a 15% increase when compared to Q1 2024 (Q1 2024: $10 million).

• Average corporate production of 4,085 boe/d (Q1 2024: 2,730 boe/d).

• Realized corporate oil operating netbacks⁽¹⁾ of $38.66/bbl.

• Cash position of $24.9 million at the end of Q1 2025.

• Generated operating cashflows of $14.4 million (Q1 2024: $8.6 million).

• Drilled two additional development wells (AB 2 and AB 3) in the Alberta Llanos field in the Tapir block.

• Net income of $2.7 million.

• Completed shooting 90 km2 of new seismic data on the southeast section of the Tapir Block to identify and confirm existing prospects.

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⁽¹⁾Non-IFRS measures – see “Non-IFRS Measures” section within the MD&A

Post Period End Highlights:

• Spud the first horizontal well, AB HZ4, in the Alberta Llanos field in the Tapir block.

• CN HZ 10 and CN 11 brought on production.

• Entered into a $20 million prepayment agreement with an integrated energy company.

Upcoming Drilling

The rig has spud the AB HZ 4 well, the first horizontal well in the Alberta Llanos field, which is expected to be on production in June. Thereafter, the Company expects to drill another horizontal well on the Alberta Llanos pad.

Arrow has also secured a second rig that will mobilize to the Rio Cravo Este (RCE) field to drill up to four development wells in RCE and will then mobilize to the Carrizales Norte pad for further development drilling. The first RCE well is expected to spud in early June.

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Total budgeted capital expenditures planned for 2025 is approximately $50 million, net to Arrow, of which $11.4 million was spent in Q1 2025. The capital program is expected to result in production for 2025 being significantly higher than current levels.

Prepayment Agreement

The Company has entered into a two-year crude prepayment agreement with an integrated energy major to market its oil production in Colombia. In exchange for the exclusive right to market the Company’s oil production, the agreement provides access of up to US$20 million in prepaid crude sales in year one with the limit reducing to US$15 million in prepaid sales in year two at attractive interest rates.

As at May 1, the Company’s cash balances were $24 million.

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Marshall Abbott, CEO of Arrow Exploration Corp., commented:

“The first quarter of 2025 has been exciting for Arrow. The two wells, AB 2 and AB 3 at Alberta Llanos, have highlighted the potential for horizontal development in the Ubaque as well as follow up zones in the C7 and Guadalupe.”

“During the dry summer months in the Llanos basin, the Company has developed a new road system from the Carrizales Norte pad to the Capullo pad, the Mateguafa Oeste pad and the Mateguafa Attic pad. These pads will be utilized in the Company’s planned drilling program for the remainder of 2025. The Company has secured a second rig which is expected to spud the first of four wells at RCE in early June.”

“The Company completed a 90 km2 3D seismic program in the southeast section of the Tapir block. The seismic has been processed and is now being analyzed to help develop prospects for the 2026 drilling program.”

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“In the first quarter of 2025, the Company put in place additional water disposal infrastructure in the form of the conversion of AB 2 into a water disposal well and the workover of RCE 1 and CN 4. We are also working towards the conversion of CN 5 into a water disposal well. AB 2 should be in operation in late Q2 and CN 5 in Q3. The wells at Carrizales Norte and Alberta Llanos have begun to produce more water than previously modeled, resulting in curtailment of production. The new water infrastructure is expected to create excess disposal capacity to allow for increases in pump speed on currently curtailed production and for the next development stage of 2025 budgeted projects.”

“Arrow is pleased to announce that it has entered into a prepayment financing agreement with an integrated energy major. The two-year agreement provides Arrow with access to up to US$20 million in prepaid crude sales, with the limit reducing to US$15 million after the first year. This facility provides Arrow with significant financial flexibility, allowing Arrow to pursue growth opportunities from acquisitions to expanded capital programs. In conjunction with the financing, the integrated energy major, through its Colombian subsidiaries, will become the exclusive marketer for all of Arrow’s oil production.”

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“Both Brent and AECO prices have been impacted by the volatility experienced in early 2025 but the Company still has very healthy netbacks from its Colombian oil production. Arrow’s 2025 capital budget is expected to be paid for by available cash and cash flow from operations. Our focus for the remainder of 2025 will be to grow production, continue development at the Carrizales Norte, Rio Cravo Este and Alberta Llanos fields and explore low risk new prospects in the Tapir block.”

FINANCIAL AND OPERATING HIGHLIGHTS

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DISCUSSION OF OPERATING RESULTS

During Q1 2025, the Company’s production has decreased due to natural declines and increasing water cuts across its fields in the Tapir block. Production growth is expected to resume once the Company develops additional water handling capacity and executes on the 2025 budget. Nevertheless, the Company has maintained good operating results and healthy EBITDA.

Average Production by Property

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The Company’s average production for the three months March 31, 2025 was 4,085 boe/d which consisted of crude oil production in Colombia of 3,770 bbl/d, natural gas production of 1,851 Mcf/d, and minor amounts of natural gas liquids. The Company’s Q1 2025 production was 50% higher than its Q1 2024 production and 14% lower than Q4 2024 due to natural declines and water handling capability.

DISCUSSION OF FINANCIAL RESULTS

During Q1 2025 the Company experienced a reduction in both crude oil and gas prices, as summarized below:

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OPERATING NETBACKS

The Company also continued to realize good oil operating netbacks, as summarized below:

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The operating netbacks of the Company have been affected in 2025 due to increasing water production from its Colombian assets and decreased crude oil prices.

During Q1 2025, the Company incurred $11 million of capital expenditure, primarily in connection with the drilling of additional Alberta Llanos wells in the Tapir block. This tempo is expected to continue during the remainder of 2025, funded by cash on hand and cashflow.

The Company also confirms that its audited financial statements and MD&A for the year ended 31 December 2024 were posted to UK shareholders on May 29, 2025 and are also available on its website.

For further Information, contact:

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About Arrow Exploration Corp.

Arrow Exploration Corp. (operating in Colombia via a branch of its 100% owned subsidiary Carrao Energy S.A.) is a publicly traded company with a portfolio of premier Colombian oil assets that are underexploited, under-explored and offer high potential growth. The Company’s business plan is to expand oil production from some of Colombia’s most active basins, including the Llanos, Middle Magdalena Valley (MMV) and Putumayo Basin. The asset base is predominantly operated with high working interests, and the Brent-linked light oil pricing exposure combines with low royalties to yield attractive potential operating margins. Arrow’s 50% interest in the Tapir Block is contingent on the assignment by Ecopetrol SA of such interest to Arrow. Arrow’s seasoned team is led by a hands-on executive team supported by an experienced board. Arrow is listed on the AIM market of the London Stock Exchange and on TSX Venture Exchange under the symbol “AXL”.

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Forward-looking Statements

This news release contains certain statements or disclosures relating to Arrow that are based on the expectations of its management as well as assumptions made by and information currently available to Arrow which may constitute forward-looking statements or information (“forward-looking statements”) under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Arrow anticipates or expects may, could or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by the use of the words “continue”, “expect”, “opportunity”, “plan”, “potential” and “will” and similar expressions. The forward-looking statements contained in this news release reflect several material factors and expectations and assumptions of Arrow, including without limitation, Arrow’s evaluation of the impacts of global pandemics, the potential of Arrow’s Colombian and/or Canadian assets (or any of them individually), the prices of oil and/or natural gas, and Arrow’s business plan to expand oil and gas production and achieve attractive potential operating margins. Arrow believes the expectations and assumptions reflected in the forward-looking statements are reasonable at this time, but no assurance can be given that these factors, expectations, and assumptions will prove to be correct.

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The forward-looking statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such 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. The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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

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Glossary

Bbl/d or bop/d: Barrels per day
$/Bbl: Dollars per barrel
Mcf/d: Thousand cubic feet of gas per day
Mmcf/d: Million cubic feet of gas per day
$/Mcf: Dollars per thousand cubic feet of gas
Mboe: Thousands of barrels of oil equivalent
Boe/d: Barrels of oil equivalent per day
$/Boe: Dollars per barrel of oil equivalent
MMbbls: Million of barrels

BOE’s may be misleading particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1 bblis based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

This Announcement contains inside information for the purposes of the UK version of the market abuse regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MAR”).

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Non‐IFRS Measures

The Company uses non-IFRS measures to evaluate its performance which are measures not defined in IFRS. Working capital, funds flow from operations, realized prices, operating netback, adjusted EBITDA, and net debt as presented do not have any standardized meaning prescribed by IFRS and therefore may not be comparable with the calculation of similar measures for other entities. The Company considers these measures as key measures to demonstrate its ability to generate the cash flow necessary to fund future growth through capital investment, and to repay its debt, as the case may be. These measures should not be considered as an alternative to, or more meaningful than net income (loss) or cash provided by operating activities or net loss and comprehensive loss as determined in accordance with IFRS as an indicator of the Company’s performance. The Company’s determination of these measures may not be comparable to that reported by other companies.

NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/253888

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Toronto, Ontario–(Newsfile Corp. – May 22, 2025) – 2680083 Alberta Ltd. (“268“) announces that it has entered into an amalgamation agreement dated May 17, 2025 (the “Amalgamation Agreement“) with Bitcoin Treasury Corporation (“BTCT“), a private company incorporated in Alberta, pursuant to which 268 and BTCT will amalgamate under Section 181 of the Business Corporations Act (Alberta) (such amalgamated entity to be referred to as the “Resulting Issuer“), which will result in a reverse takeover of 268 by the shareholders of BTCT (the “Transaction“).

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The Transaction is conditional upon (i) BTCT completing the Concurrent Financing (as defined below), (ii) the TSX Venture Exchange (“TSXV“) approving the listing of the subordinate voting shares of the Resulting Issuer (“Resulting Issuer Shares“) and the convertible debentures of the Resulting Issuer (“Resulting Issuer Convertible Debentures“) and (iii) other customary conditions, including the closing of the Transaction occurring by July 31, 2025.

Following completion of the Transaction, subject to all requisite approvals, it is anticipated that the Resulting Issuer will be a Tier 1 Investment issuer and a Tier 2 Technology issuer and carry on the business of BTCT.

Share Consolidation

Immediately prior to the completion of the Transaction, 268 intends to consolidate the common shares of 268 (“268 Shares“) based on a ratio that will result in the post-consolidated 268 Shares outstanding immediately prior to the completion of the Transaction having an aggregate value of $750,000 (the “Consolidation“) calculated based on the subscription price attributable to the Concurrent Financing.

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Amalgamation Agreement

The Amalgamation Agreement between 268 and BTCT provides, among other things, that (i) 268 and BTCT will amalgamate pursuant to the provisions of the Business Corporations Act (Alberta), (ii) all of the outstanding subordinate voting shares of BTCT (each, a “BTCT Share“) will be cancelled and, in consideration therefor, the holders thereof will receive Resulting Issuer Shares on the basis of one Resulting Issuer Share for each BTCT Share held, (iii) all of the outstanding post-Consolidation 268 Shares will be cancelled and, in consideration thereof, the holders thereof will receive Resulting Issuers Shares on the basis of one Resulting Issuer Share for each 268 Share held, and (iv) the convertible debentures of BTCT (“BTCT Convertible Debentures“) and the warrants of BTCT will cease to represent a right to acquire BTCT Shares and will be exchanged for Resulting Issuer Convertible Debentures and warrants of the Resulting Issuer, which will provide for the right to acquire the same number of Resulting Issuer Shares at the same exercise price per share.

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Completion of the Transaction will be subject to certain conditions, including among others: (i) the requirement for shareholders of BTCT to pass a special resolution in writing with respect to the Amalgamation Agreement; (ii) the requirement for 268 to obtain approval of all of the shareholders of 268 with respect to the Amalgamation Agreement; (iii) the requirement for 268 to have completed the Consolidation; (iv) completion of the Concurrent Financing; (v) the execution and delivery of the filing statement of 268 and receipt of conditional acceptance of such filing statement and of the Transaction by the TSXV; (vi) 268 shall not be in default of the requirements of the TSXV and any securities commission and no order shall have been issued that would prevent the Transaction or the trading of any securities of 268 or the Resulting Issuer; (vii) receipt of all consents, orders and approvals necessary or desirable for the completion of the Transaction; and (viii) the TSXV shall have granted an exemption or waiver from the sponsorship requirement under the TSXV rules or a sponsor shall have filed an acceptable report with the TSXV.

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In connection with and as a condition to the Transaction, BTCT intends to complete a financing by way of private placement, to be completed prior to the closing of the Transaction (the “Concurrent Financing“).

Upon completion of the Transaction, the Resulting Issuer will adopt the BTCT articles and share rights, which provide for two classes of shares: BTCT Shares, which are subordinate voting shares, and BTCT foundation shares. All of the issued and outstanding BTCT foundation shares will, directly or indirectly, be held or controlled by the proposed members of management and directors for the Resulting Issuer, being Rajesh Lala, Elliot Johnson, Patrick McBride, Kaitlin Thompson, Michael Simonetta and Keith Crone. The terms and conditions of the BTCT Shares and the BTCT foundation shares are substantially identical with the exception of the voting and conversion rights attached to the BTCT foundation shares, which can convert into BTCT Shares on a one-for-one basis at any time at the option of the holders thereof and automatically in certain other circumstances. Each BTCT Share is entitled to one vote and each BTCT foundation share is entitled to one vote on all matters upon which the holders of BTCT Shares are entitled to vote. When voting on matters that constitute a Foundational Change (as defined below), the BTCT foundation shares and BTCT Shares shall each vote as a separate class. A Foundational Change shall require the approval of a majority (50% +1) of the votes cast by the holders of BTCT foundation shares as a separate class, in addition to any approval required from BTCT Shareholders.

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A Foundational Change means any of the following: (a) the sale of all or substantially all of the assets of the Resulting Issuer; (b) the acquisition of the direct or indirect beneficial ownership or control of voting securities of the Resulting Issuer, or rights to acquire such securities, which, together with such person’s or persons’ then beneficially owned and controlled voting securities of the Resulting Issuer, or rights to acquire such securities, represents, assuming the full exercise of any and all such rights, more than fifty percent (50%) of the then issued and outstanding voting securities of the Resulting Issuer; (c) the amalgamation or merger or other business combination of the Resulting Issuer with or into any one or more other corporations, subject to certain exemptions; (d) a liquidation, dissolution or winding-up of the Resulting Issuer; (e) a change in a majority of the Resulting Issuer Board; or (f) the completion of any transaction, including, without limitation, a plan of arrangement, or the first of a series of transactions which the board of the directors of the Resulting Issuer reasonably determines would have the same or similar effect as any transaction or series of transactions referred to in subsections (a), (b), (c), (d) or (e) referred to above.

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Mr. Patrick McBride is an Insider of each of BTCT and 268, and as such, the Transaction, if completed, is being considered a non-arm’s length transaction and ‘related party transaction’ pursuant to the provisions of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), and accordingly requisite disclosures will be made and procedures followed. 268 and BTCT will be required to obtain certain approvals, including but not limited to approvals from disinterested shareholders of 268 for the Transaction and the approval of the TSXV. 268 intends to rely on an exemption from the formal valuation requirement in section 5.5(b) of MI 61-101.

Certain of the proposed directors and officers of the Resulting Issuer are involved in managerial or director positions with Evolve Funds Group Inc. (“Evolve“), whose operations may, from time to time, be in direct competition with those of the Resulting Issuer or with entities which may, from time to time, provide financing to, or make equity investments in, competitors of the Resulting Issuer. It is expected that the Resulting Issuer will enter into an administrative services agreement with Evolve pursuant to which Evolve will provide certain administrative services to the Resulting Issuer. Evolve has experience in bringing digital assets to investors through listed products. Evolve’s extensive industry relationships are expected to be instrumental in supporting the Resulting Issuer, by, among other things, leveraging its established network to drive awareness. Pursuant to the administrative services agreement, the Resulting Issuer will be responsible for all aspects of its business operations, with certain duties delegated to Evolve where needed. The Resulting Issuer will maintain control over high-level management, including business planning, regulatory compliance, financial administration, Bitcoin lending operations, shareholder meeting coordination, and public relations. The Resulting Issuer executive team will lead all strategic decisions and oversight. Evolve will assist the Resulting Issuer by executing specific operational functions as directed. Under the administrative services agreement, Evolve will charge the Resulting Issuer up to a maximum of 1% of the value of the Resulting Issuer’s Bitcoin treasury holdings, converted to CAD, accrued daily.

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It is also expected that Evolve Bitcoin ETF and BTCT will enter into a liquidity agreement which will become effective upon BTCT receiving a Money Services Business registration. The agreement will outline the terms under which the parties may engage in the purchase and sale of Bitcoin but will not require the parties to transact with each other.

Evolve and Evolve Bitcoin ETF are non-arm’s length parties of BTCT.

Stock Exchange Matters

As at the date hereof, neither the 268 Shares nor the BTCT Shares are listed on any stock exchange. A condition to completion of the Transaction is the fulfillment by the Resulting Issuer of all of the minimum listing requirements of the TSXV and obtaining conditional approval for the listing of the Resulting Issuer Shares and the Resulting Issuer Convertible Debentures on the TSXV. A filing statement in respect of the Resulting Issuer Shares and the Resulting Issuer Convertible Debentures, which will include further details of the Transaction, will be filed on 268’s issuer profile on SEDAR+ at www.sedarplus.ca provided TSXV’s conditional approval of the listing of the Resulting Issuer Shares and the Resulting Issuer Convertible Debentures has been obtained. There can be no assurance that the TSXV will grant such conditional approval or that the Transaction will be completed as proposed or at all.

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BTCT and 268 intend to apply to the TSXV for an exemption from the sponsorship requirement in connection with its application to list the Resulting Issuer Shares and the Resulting Issuer Convertible Debentures on the TSXV. No deposit, advance or loan has been made or is to be made in connection with the Transaction.

About Bitcoin Treasury Corporation

BTCT was incorporated on December 20, 2024, under the ABCA under the name “Bitcoin Treasury Corporation.” Upon completion of the Concurrent Financing and the Transaction, BTCT, as Resulting Issuer, will offer institutional Bitcoin lending services designed to provide liquidity solutions to clients while ensuring BTCT maintains financial security and minimizes risk exposure as set out below, which description assumes closing of the Transaction (including the Concurrent Financing). BTCT’s lending services are expected to include Bitcoin-denominated loans and additional Bitcoin-backed collateral services.

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BTCT intends to provide institutional-grade Bitcoin services, including lending, liquidity, and collateral solutions. The company is focused on building shareholder value in Bitcoin by strategically accumulating a significant Bitcoin inventory and actively deploying it across its service offerings. Recognizing Bitcoin’s finite supply and long-term potential, BTCT will follow a treasury strategy that seeks to enhance the value of its holdings while supporting the development of its core business lines. Bitcoin transaction services will be offered to Canadian clients who acquire their Bitcoin on an “immediate delivery” basis. These clients may include large corporations, institutional asset managers, regulated crypto asset trading platforms and investment funds that invest in Bitcoin.

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Phase 1: Institutional Bitcoin Lending Services

BTCT will offer institutional Bitcoin lending services designed to provide liquidity solutions to clients while ensuring BTCT maintains financial security and minimizes risk exposure. BTCT’s lending services will include Bitcoin denominated loans and will not involve virtual currency exchange or virtual currency transfer services, therefore not require registration as a Money Services Business. BTCT plans to engage in Bitcoin lending as a strategic component of its business model, aiming to generate yield on its Bitcoin holdings while supporting the broader digital asset ecosystem.

Phase 2: Institutional Bitcoin Liquidity Services

BTCT has applied to be a Money Services Business registered with the FINTRAC. If such registration is obtained, BTCT intends to offer institutional-grade Bitcoin liquidity services. These services include immediate-delivery spot Bitcoin transactions to manage operational cash flow while preserving core Bitcoin holdings. Bitcoin liquidity services will be offered to Canadian clients including but not limited to large corporations, institutional asset managers, regulated crypto asset trading platforms and investment funds that invest in Bitcoin. As part of this phase, BTCT will also expand its lending business to include the ability to accept fiat as interest payments or as collateral for Bitcoin-denominated loans.

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Phase 3: Layer 2 Liquidity and Collateral

BTCT is also committed to capitalizing on the accelerating adoption of Bitcoin by delivering innovative virtual currency services to institutions, as well as advancing infrastructure and operational capabilities for Bitcoin Layer 2 networks. As part of this commitment, BTCT is exploring how it may deploy its Bitcoin inventory to Layer 2 Bitcoin networks by providing liquidity or collateral as the market for Bitcoin lending and collateral products is nascent and developing rapidly. Opportunities to monetize BTCT’s Bitcoin over time will be evaluated as market conditions change.

Corporate Finance Strategy for Strategic Bitcoin Accumulation

BTCT’s corporate treasury strategy is designed to maximize long-term Bitcoin accumulation and enhance shareholder value by focusing on the growth of both total Bitcoin holdings and Bitcoin per share. BTCT aims to raise low-cost capital through equity, convertible debt, and potentially other instruments such as preferred shares, deploying these proceeds to acquire and hold Bitcoin as a strategic reserve asset. In addition to raising additional capital, BTCT plans to grow its Bitcoin treasury through the innovative revenue-generating services, described above, including institutional lending, liquidity, and Layer 2 Bitcoin collateral services. The success of this strategy will be measured by key metrics such as Bitcoin per share, Bitcoin per share growth, and total Bitcoin holdings.

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As Bitcoin increasingly fulfills its role as a store of value, medium of exchange, and unit of account, BTCT anticipates significant opportunities at the intersection of traditional and decentralized finance. With deep industry relationships and plans to hold a significant inventory of Bitcoin, BTCT would be well positioned to lead and drive value creation in this evolving financial landscape.

In the future, BTCT intends to harness the potential of Bitcoin to redefine how transaction capital is accessed, collateralized, and exchanged. The intent is to usher in an era of financial inclusion by providing efficiency and resilience to Bitcoin as a digital currency for anyone, anywhere, at any time.

There is currently 1 BTCT Share issued and outstanding and 200 foundation shares of BTCT issued and outstanding. Pursuant to the Concurrent Financing, BTCT will issue BTCT Shares and BTCT Convertible Debentures.

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Summary of Financial Information

A summary of certain financial information for BTCT is included in the table below:

Further financial information will be included in the filing statement to be prepared in connection with the Transaction.

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Proposed Directors and Senior Management Team

Upon the completion of the Transaction, it is anticipated that Rajesh Lala, Elliot Johnson, Patrick McBride, and Michael Simonetta will constitute the Board of Directors of the Resulting Issuer. It is also anticipated that the new senior management team of the Resulting Issuer will be comprised of Elliot Johnson (Chief Executive Officer), Heather Sim (Chief Financial Officer and Corporate Secretary), Kaitlin Thompson (Chief Operating Officer) and Keith Crone (Chief Marketing Officer).

The following are brief bios of the currently proposed directors and senior officers of the Resulting Issuer following the Transaction:

Elliot Johnson, Proposed CEO, CCO and Director

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Mr. Johnson will serve as the CEO, Chief Compliance Officer and a Director of the Resulting Issuer. Mr. Johnson will be an independent contractor of the Resulting Issuer. Mr. Johnson brings extensive experience in digital asset management, product development, and operational leadership. As CIO and COO of Evolve, he was instrumental in launching some of Canada’s first crypto investment vehicles, including the spot Bitcoin ETF (EBIT) and Ether ETF (ETHR). Evolve now manages nearly $300 million across six crypto ETFs, all offering daily liquidity and institutional-grade custody. Mr. Johnson’s deep expertise in building and overseeing the infrastructure behind physically settled crypto products is directly aligned with BTCT’s Bitcoin treasury and lending strategy.

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Prior to joining Evolve and BTCT, Mr. Johnson was Senior Vice President, Retail Markets at Fiera Capital Corporation, a prominent Canadian investment management firm. Prior to this role, Mr. Johnson served as COO of Fiera Quantum Limited Partnership, an alternative investment manager. From 2010 to 2012, Mr. Johnson led technology management for a number of business lines at National Bank of Canada. Prior to 2012, he spent 13 years providing investment banking, institutional sales and trading and research services to corporate clients and institutional investors through its capital markets division, GMP Capital Corp., a diversified financial services firm primarily focused on wealth management and operations clearing. Mr. Johnson engaged in a variety of management roles across institutional brokerage, wealth management and asset management businesses. Mr. Johnson holds the Canadian Investment Manager (CIM) designation, the Derivatives Markets Specialist (DMS) designation and is a Fellow of the Canadian Securities Institute (FCSI). From 2016 to 2020, Mr. Johnson served on the board of Trinity College at the University of Toronto as the Chair of the Committee on Investments. Mr. Johnson currently serves as Chair, President and a trustee of the Upper Canada College Foundation and is also a trustee of the US based Upper Canada Educational Foundation.

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Rajesh Lala, Proposed Chairman and Director

Mr. Lala will serve as the Chairman and a Director of the Resulting Issuer. Mr. Lala will not be an employee or independent contractor of the Resulting Issuer. Mr. Lala is also CEO of Evolve and, under his leadership, Evolve has grown to over $7 billion in AUM across 35 ETFs, including six crypto-focused mandates, generating significant recurring revenue.

Prior to joining Evolve and BTCT, Mr. Lala was Executive Vice President and Head of Retail Markets for Fiera Capital Corporation, a prominent Canadian investment management firm with over $100 billion in assets under management. Mr. Lala co-founded and served as President and CEO of Propel Capital Corporation (which was acquired by Fiera Capital Corporation in September 2014). Propel Capital Corporation provided structured investment products for Canadian retail investors. Propel Capital Corporation raised approximately $1 billion in structured products in its five years of operation. Prior to Propel Capital Corporation, Mr. Lala worked with Jovian Capital Corporation, a financial holding company that provided a range of financial services, primarily in the private wealth management market. Mr. Lala held several roles at Jovian Capital Corporation including President of JovFunds Inc., an asset management division of Jovian Capital Corporation. Jovian Capital Corporation is a Canadian asset management firm that offered mutual funds and alternative investment products for retail and institutional investors. Mr. Lala holds a bachelor’s degree in economics from the University of Toronto (1994).

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Heather Sim, Proposed Chief Financial Officer and Corporate Secretary

Ms. Sim will serve as the CFO and Corporate Secretary of the Resulting Issuer. Ms. Sim will be an employee of the Resulting Issuer. Ms. Sim is a Chartered Professional Accountant with experience working in public audit and assists public companies navigate regulatory markets in Canada and the United States. Her expertise spans financial controls, reporting, and compliance in the crypto and capital markets sectors. Ms. Sim has been President of Treewalk (formerly ACM Management Inc.), a business which assists public companies and private companies seeking to go public, since September 2019. As part of her work with Treewalk, Ms. Sim was CFO of VSBLTY Groupe Technologies Corp., a software company listed on the Canadian Stock Exchange and providing digital retail solutions, including QR codes and mobile apps, from March 2020 to August 2021. Since August 2021, Ms. Sim has also been leading the public reporting for DMG Blockchain Solutions Inc. (a TSX-V listed company that manages, operates, and develops end-to-end digital solutions to monetize the blockchain ecosystem). Ms. Sim was appointed as CFO of DMG Blockchain Solutions Inc. in August 2021, Corporate Secretary in November 2022 and to the board of directors in April 2023.

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Kaitlin Thompson, Proposed Chief Operating Officer

Ms. Thompson will serve as the COO of the Resulting Issuer. Ms. Thompson will be an independent contractor of the Resulting Issuer. Ms. Thompson currently works as the Vice President, Product Strategy at Evolve. Prior to this position, Ms. Thompson worked as Business Development Manager and participated in the Business Management Rotational Program at Mackenzie Investments, a leading investment management firm providing investment advisory and related services to retail and institutional clients. Her experience spans the design and execution of traditional and digital asset investment products. Ms. Thompson holds a bachelor’s degree in business from Queen’s University (2018). Ms. Thompson is a CFA Charterholder (2022) and, in 2018, completed the Canadian Securities Course with the Canadian Securities Institute. Ms. Thompson serves as Co-Chair of Women in ETFs Canada, the Canadian chapter of a global organization with over 10,000 members and 32 chapters worldwide.

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Keith Crone, Proposed Chief Marketing Officer

Mr. Crone will serve as the CMO of the Resulting Issuer and will be an independent contractor of the Resulting Issuer. Mr. Crone has over 25 years of experience in sales and marketing of investment products. Mr. Crone currently serves as CMO of Evolve. Prior to his role at Evolve, Mr. Crone served as Vice President, Retail Markets at Fiera Capital Corporation, a prominent Canadian investment management firm with over $100 billion in assets under management. Mr. Crone served as Vice President and Partner of Propel Capital Corporation (which was acquired by Fiera Capital Corporation in September 2014). Propel Capital Corporation developed, managed and distributed investment solutions for Canadians through TSXV-listed and managed funds. Propel Capital Corporation raised approximately $1 billion in structured products within its five years of operation. Prior to Propel Capital Corporation. Mr. Crone served as Senior Vice President, Sales within JovFunds Inc., the speciality investment arm of Jovian Capital Corporation, a financial holding company that provided a range of financial services, primarily in the private wealth management market.

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Patrick McBride, Proposed Director

Mr. McBride will serve as a Director of the Resulting Issuer. Mr. McBride brings experience in structured product syndication and capital markets, contributing to the Resulting Issuer’s distribution strategy and investor access, particularly within the institutional channel.

Mr. McBride works as a consultant for Hickson Capital, a capital markets advisory business. From 2016 to 2021, Mr. McBride worked as Managing Director, Head of Origination Investment Banking at Eight Capital, a wholly-owned Canadian, full-service investment dealer. From 2012 to 2016, Mr. McBride worked as Managing Director, Head of Institutional Sales at Dundee Securities, a full-service investment holding company that focuses on wealth management, resources, agriculture and real estate. Prior to these roles, Mr. McBride worked as the Managing Director, Institutional Sales at Canaccord Genuity Group Inc., the leading independent full-service financial services team. Mr. McBride holds a bachelor’s degree in science from the University of Toronto (1998).

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Michael Simonetta, Proposed Director

Mr. Simonetta has a broad background in management, investment and capital markets. Mr. Simonetta will not be an employee or independent contractor of the Resulting Issuer. Currently, Michael acts as Chairman of Evolve. Mr. Simonetta was one of the founding partners of First Asset Management Inc., a Canadian investment firm, and served as its President and CEO from 1997 to 2006. At the time First Asset Management Inc. was sold in 2005, First Asset Management Inc. managed in excess of $30 billion in assets and was one of Canada’s top ten largest companies in the pension and high net worth asset management business. First Asset Management Inc.’s affiliates have included: Beutel, Goodman & Company Ltd.; Foyston Gordon & Payne, Inc.; Deans Knight Capital Management Ltd., Montrusco Bolton Investments Inc.; Covington Capital Corporation; First Asset Funds Inc. (formerly Triax Capital Corporation); and Northwest Mutual Funds Inc. First Asset Management Inc. was sold in 2005 to Affiliated Managers Group, Inc., a publicly listed investment management company based in Boston. Mr. Simonetta is a member of the Institute of Chartered Accountants of Ontario, obtaining his C.A. designation in 1984 while achieving Top 20 Honour Roll standing, and holds a Bachelor of Arts from the University of Waterloo (1983 – Gold Medal).

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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 news release.

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the Transaction; the Concurrent Financing; expectations related to Bitcoin and its use in the future; and future development plans of the Resulting Issuer. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: satisfaction or waiver of all applicable conditions to the completion of the Transaction (including receipt of all necessary shareholder, stock exchange and regulatory approvals or consents, and the absence of material changes with respect to the parties and their respective businesses); ability to close the Concurrent Financing on the proposed terms or at all, the synergies expected from the Transaction not being realized; business integration risks; the Resulting Issuer’s operating results will experience significant fluctuations due to the highly volatile nature of Bitcoin; BTCT operates in a heavily regulated environment and any material changes or actions could lead to negative adverse effects to the business model, operational results, and financial condition of BTCT; evolving cryptocurrency regulatory requirements and the impact on BTCT’s business plan; Bitcoin value risk; reliance on key personnel; implementation of the Resulting Issuer’s business plan; lack of operating history; competitive conditions; de banking and financial services risk; anti money laundering and corrupt business practices; additional capital; financing risks; global financial conditions; insurance and uninsured risks; cybersecurity risks; changes to bank fees or practices, or payment card networks; audit of tax filings; market for the Resulting Issuer Shares and the Resulting Issuer Convertible Debentures; market price of the Resulting Issuer Shares and the Resulting Issuer Convertible Debentures; conflicts of interest; internal controls; tariffs and the imposition of other restrictions on trade could adversely affect the Resulting Issuer’s business; risk of litigation; pandemics or other health crisis; acquisitions and integration; risk of dilution of Resulting Issuer securities; dividend policy; Bitcoin price volatility; custodial risks; technological vulnerabilities; Bitcoin transactions are irreversible and may result in significant losses; short history risk; limited history of the Bitcoin market; potential decrease in the global demand for Bitcoin; economic and political factors; top Bitcoin holders control a significant percentage of the outstanding Bitcoin; availability of exchange traded products liquidity; security breaches; the amalgamation agreement may be terminated by 268 or BTCT in certain circumstances; there can be no certainty that all conditions precedent to the Transaction will be satisfied; BTCT and 268 may incur costs even if the Transaction is not completed; the requirements that accompany being a publicly traded company may put a strain on the Resulting Issuer’s resources, divert attention from management, and adversely affect its ability to maintain and attract management and qualified board members; uncertainty of use of proceeds; liquidity risk; leverage risk; and share price fluctuations.

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Although management of BTCT believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date of this news release, and BTCT does not undertake any obligation to update publicly or to revise any of the included forward -looking statements or information, whether as a result of new information, change in management’s estimates or opinions, future circumstances or events or otherwise, except as expressly required by applicable securities law.

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Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Not for distribution to United States news wire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/253082

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