Cygnet Energy To Buy Kiwetinohk Energy Corp In C$1.4B All-Cash Deal At C$24.75 Per Share, Creating Larger Canadian Oil And Gas Player

Cygnet Energy Ltd. ("Cygnet" or the "Company"), a private exploration and production company, is pleased to announce that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with Kiwetinohk Energy Corp. ("KEC") to acquire all of the issued and outstanding common shares of KEC (the "KEC Shares") for C$24.75 per KEC share in cash (the "Acquisition"), which equates to a total Acquisition consideration of approximately C$1.4 billion, inclusive of equity and net debt to be assumed. The Acquisition brings together two complementary asset bases, creating a combined company with greater scale, enhanced operational synergies, and significant long-term resource potential. The Acquisition is to be completed by way of a plan of arrangement under the Canada Business Corporations Act and is expected to close in late December 2025.

Funding for the Cash Consideration to be Provided by NGP and Carlyle

Funding for the Acquisition is being provided primarily by the respective investment funds of existing Cygnet shareholder NGP Energy Capital Management, LLC ("NGP") and global investment firm Carlyle (NASDAQ:CG), who will join as a new investment partner in Cygnet. In addition, ARC Financial Corp. ("ARC Financial"), an existing investor of Cygnet and shareholder of KEC, has agreed to roll over a portion of its KEC shares into common shares of Cygnet as part of the Acquisition on equivalent economic terms.

Support Agreements for the Acquisition Executed with ARC Financial

Support for the Acquisition has been secured from certain KEC shareholders, including ARC Financial, along with directors and officers of KEC (collectively, the "Supporting KEC Shareholders"). Collectively, these shareholders hold approximately 79% of the issued and outstanding KEC Shares, including 38% of the minority KEC Shares entitled to vote on the majority of minority shareholder approval required for the Acquisition under applicable securities laws, on a non-diluted basis and have agreed to vote their KEC Shares in favor of the Acquisition at a special meeting of KEC shareholders (the "KEC Meeting"). The KEC Meeting is expected to be held in December 2025.