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Atlas Energy Corp
Symbol ATLE
Shares Issued 629,439,354
Close 2026-09-24 C$ 0.105
Market Cap C$ 66,091,132
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Atlas Energy buys $15M Alberta royalty

2026-09-25 11:52 ET - News Release

Mr. Mark Hodgson reports

ATLAS ENERGY CORP COMPLETES C$15.0 MILLION ROYALTY INVESTMENT AND RECEIVES APPROVAL TO EXIT TSXV SANDBOX

On Sept. 24, 2026, Atlas Energy Corp. completed the acquisition of a newly created gross overriding royalty on the working interest of Caledonian Midstream Corp., a privately held Alberta oil and gas producer (vendor), in producing oil and gas assets located in the Southwest Alberta Foothills (the royalty lands), for a cash purchase price of $15.0-million, pursuant to a royalty purchase and sale agreement and a gross overriding royalty agreement entered into with vendor on that date. The transaction has been accepted by the TSX Venture Exchange and, as described below, the TSX-V has approved the company's exit from the TSX-V Sandbox, which will be effective on Sept. 29, 2026.

The transaction represents the Atlas management team's first investment since assuming leadership of the company. It combines established production, highly attractive base-case returns and additional development potential not included in Atlas's underwriting. The resulting cash flow is expected to finance the company's annual corporate cost base, adding a strong Canadian foundation to Atlas's broader international royalty and streaming strategy.

Atlas has continued to evaluate and advance a broad range of international opportunities throughout the past year. The company believes the current commodity environment reinforces the importance of disciplined underwriting and differentiated transaction structuring. With the Atlas platform expected to be largely supported by cash flow from the royalty, the company can remain selective as it pursues an initial international investment that demonstrates the scale, quality and repeatability of its long-term strategy.

Based on Atlas's current base-case assumptions, the royalty is forecast to generate approximately $6.0-million of before-tax cash flow during the first 12 months following closing and achieve payout of Atlas's initial investment in approximately three years.

Atlas's base case is supported by existing production and the planned reactivation of two oil wells expected to return to production in December, 2026. It assigns no value to the additional well reactivations and oil and sulphur-rich drilling opportunities identified across the royalty lands.

Under the purchase agreement, Caledonian has agreed to apply the proceeds of Atlas's investment to the reactivation of the two Moose Mountain oil wells, the construction of a crude oil battery and truck terminal, and related pipeline and facility work on the royalty lands.

Transaction highlights

  • $15.0-million investment in a producing southwest Alberta oil and gas royalty encompassing 39,023 net acres of royalty lands;
  • Approximately $6.0-million of forecast before-tax royalty cash flow during the first 12 months following closing;
  • Expected payout of Atlas's initial investment in approximately three years;
  • 9-per-cent royalty until cumulative royalty payments to Atlas equal 2.0 times its initial investment, or $30.0-million, at which point the royalty will step down according to a performance-aligned formula;
  • Underlying production of approximately 2,900 boe/d (barrels of oil equivalent per day) of hydrocarbons with 135 tonnes per day of sulphur, expected to increase to approximately 3,400 boe/d of hydrocarbons and 150 tonnes/d of sulphur following the reactivation of two oil wells anticipated to be onstream in December, 2026;
  • Material development upside not included in Atlas's base case, including additional identified reactivation opportunities and sulphur-rich drilling targets across the royalty lands;
  • Contracted sulphur revenue: substantially all expected sulphur production through 2029 is sold under a long-term offtake agreement with a major investment-grade international energy company at contracted pricing, providing greater certainty regarding near-term royalty revenue. Atlas's base-case forecast incorporates sulphur price assumptions consistent with that contracted pricing;
  • Experienced, well capitalized operator: A private upstream and midstream operator whose management team has operated the assets for eight years;
  • Financed from cash on hand, leaving Atlas with approximately $9.3-million of pro forma cash and liquidity to support operations and advance larger international transactions.

High-quality producing assets with identified development upside

The royalty covers approximately 45,230 gross acres in the Southwest Alberta Foothills and is underpinned by current vendor production of approximately 2,900 boe/d of hydrocarbons and 135 tonnes/d of sulphur.

The royalty lands are operated by vendor, a private upstream and mid-stream oil and gas company with eight years of operating history on the assets. Vendor is in a net cash position today and is led by a highly experienced management team with extensive technical and operating knowledge of the properties.

Current hydrocarbon production consists of approximately 67 per cent natural gas and 33 per cent liquids, alongside significant sulphur production.

Atlas's base case incorporates the reactivation of two existing oil wells that are expected to return to production in December, 2026. Following these reactivations, underlying hydrocarbon production is forecast to increase to approximately 3,400 boe/d with sulphur production increasing to approximately 150 tonnes/d.

Beyond the base case, the royalty lands contain additional identified well reactivation opportunities and prospective drilling targets, including opportunities targeting oil and sulphur-rich production.

Atlas has assigned no value to these additional reactivation or drilling opportunities in its base case economics.

Vendor will be responsible for 100 per cent of operating and development expenditures associated with the assets, and Atlas will have no obligation to contribute additional capital to maintain its royalty interest.

Attractive sulphur economics and contracted pricing

A distinguishing feature of the assets is their exposure to sulphur production.

Substantially all expected sulphur production is subject to contracted offtake pricing from 2027 through 2029 under an agreement with a major investment-grade international energy company. The contracted pricing for produced volumes over the applicable period provides greater certainty regarding the royalty's near-term cash flows.

Atlas's forecast royalty revenue and payout period incorporate sulphur price assumptions consistent with the contracted pricing through 2029, averaging approximately $315 (U.S.)/MT over 2027 to 2029. The specific terms of the offtake agreement are confidential. Following expiry of the agreement, Atlas's base case assumes sulphur pricing of $150 (U.S.)/MT for 2030 and $75 (U.S.)/MT thereafter.

Performance-aligned royalty structure

Under the terms of the royalty agreement, Atlas receives a 9-per-cent royalty on vendor's working interest share of all petroleum substances (including natural gas, crude oil, natural gas liquids and sulphur) produced and sold from the royalty lands, calculated by reference to the realized market price and free of all costs and deductions other than vendor's third party transportation costs attributable to the royalty share.

The transaction also incorporates a performance incentive designed to align Atlas and vendor around accelerated investment in and development of the royalty lands. The 9-per-cent royalty will remain in effect until cumulative royalty payments received by Atlas equal $30-million, representing 2.0 times Atlas's initial investment, at which point the royalty will step down to a 4-per-cent residual royalty thereafter. If the 2.0-times threshold is achieved within five years of closing, the residual royalty will instead step down to 2 per cent.

The five-year incentive threshold is not assumed in Atlas's base-case economics.

Management commentary

"We are proud to have completed Atlas Energy's first investment," said Mark Hodgson, president and chief executive officer of Atlas. "It is a high-quality royalty over established production, operated by a team with deep knowledge of the assets. The investment was made at an entry multiple that delivers highly attractive base-case returns from a long-duration royalty interest, without relying on the broader development potential we see across the royalty lands. It reflects the discipline we intend to bring to every Atlas investment: acquire long-duration commodity exposure on attractive terms while retaining meaningful exposure to future development upside.

"We worked with Caledonian to create a royalty that meets its capital requirements aligns both parties around accelerated development of the assets. The additional opportunities beyond the two planned oil well reactivations are excluded from our base-case economics. This ability to create tailored and aligned capital solutions will be central to how Atlas differentiates itself.

"The transaction also strengthens Atlas financially. The royalty is expected to fund our corporate cost base, allowing the platform to largely carry itself while we direct future investment capital toward larger opportunities. That strategic benefit makes an already attractive investment particularly valuable to Atlas at this stage of our development.

"With this foundation in place, our team's focus narrows to the selection and execution of Atlas's first international royalty or streaming transaction from a robust opportunity set. Over the past year, we have built the technical, commercial, and cross-border capabilities needed to pursue those investments and developed an active pipeline of opportunities. We intend to remain disciplined: our first international investment should deliver an attractive risk-adjusted return and demonstrate a repeatable model for building a global oil and gas royalty and streaming business."

Base-case assumptions

Atlas's base-case economic forecast incorporates Edmonton Light and AECO forecast pricing through 2029, with long-term pricing thereafter of $60.69 (U.S.)/bbl and $2.50/gigajoule, respectively.

The forecast before-tax royalty revenue and payout period set out in this news release are based on Atlas's internal base-case forecast, which reflects existing production from the royalty lands, Atlas's forecast of the reactivation of two Moose Mountain oil wells in December, 2026, and the commodity price, sulphur price and exchange rate assumptions set out above, and which assigns no value to additional reactivation or drilling opportunities. The production forecasts underlying the base case were prepared internally by Atlas; they are not estimates of reserves or future net revenue prepared in accordance with National Instrument 51-101 -- Standards of Disclosure for Oil and Gas Activities (NI 51-101) and have not been prepared or audited by an independent qualified reserves evaluator.

Transaction completion and TSX-V Sandbox exit

The $15.0-million investment was funded entirely from Atlas's existing cash resources. No securities of Atlas were issued in connection with the transaction.

The transaction was completed on Sept. 24, 2026, following receipt of the conditional acceptance of the TSX-V. The TSX-V's final acceptance of the transaction is expected to be evidenced by a bulletin of the TSX-V to be issued today. The transaction is an arm's-length transaction, no finder's fee was payable in connection with it, and it did not result in the creation of a new control person (as defined in the policies of the TSX-V) or a change of control of the company.

Since June 24, 2025, the company has been listed on the TSX-V pursuant to the TSX-V Sandbox, subject to exit conditions that required, among other things, that the company deploy at least 50 per cent of its available funds following completion of its June, 2025, private placement to fund qualifying investments satisfactory to the TSX-V. On Sept. 24, 2026, the TSX-V determined that, upon completion of the transaction, the company had satisfied the exit conditions and approved the company's exit from the TSX-V Sandbox. The TSX-V's bulletin evidencing that approval is expected to be issued today, and the company's exit from the TSX-V Sandbox will be effective at the opening of trading on Sept. 29, 2026 (the exit date). Until the exit date, the company remains listed pursuant to the TSX-V Sandbox and subject to the TSX-V Sandbox listing conditions. From the exit date, the company will no longer be a TSX-V Sandbox issuer and its common shares will continue to trade on the TSX-V as a Tier 2 issuer. As a result of the exit, the release schedule under the company's escrow agreement will apply retroactively from June 24, 2025, and 110,886,676 common shares and 110,775,811 warrants held by the company's principals will be released from escrow on or about the exit date. Investors are advised to read the company's news releases dated June 16, 2025, and June 22, 2026, for information regarding the waivers granted and the conditions imposed in connection with the company's TSX-V Sandbox listing.

Stikeman Elliott LLP acted as legal counsel to Atlas in connection with the transaction.

About Atlas Energy Corp.

Atlas Energy is an upstream royalty and streaming company focused on the acquisition and management of a diversified portfolio of oil and gas royalty and streaming interests across key global markets. Atlas's common shares are listed on the TSX-V under the symbol ATLE.

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