Mr. Grant Hall reports

CANADA ENERGY PARTNERS ANNOUNCES PRIVATE PLACEMENT, PARTIAL REVOCATION ORDER AND VARIATION ORDER

On Feb. 5, 2025, the British Columbia Securities Commission (the BCSC) granted a partial revocation of a failure-to-file cease trade order (FFCTO) to Canada Energy Partners Inc. previously issued by the BCSC on Sept. 4, 2024. The partial revocation permits the company to complete a private placement transaction for the purpose of finalizing its annual financial statements for the year ended April 30, 2024, interim financial statements, management's discussion and analysis, and certification of interim filings for the periods ended July 31, 2024, and Oct. 31, 2024, as well as provide funding for certain operational, filing and debt expenses.

On April 10, 2025, the BCSC issued a variation order to:

• Cancel the proposed share consolidation of the company's common shares on a 10:1 basis. The consolidation was cancelled in order to comply Policy 2.5 -- Continued Listing Requirements and Inter-Tier Movement of the TSX Venture Exchange;
• Revise the securities offered and the price of the securities offered under the company's proposed non-brokered private placement from up to five million units (consisting of one common share and one common share purchase warrant) at a price of five cents per unit to up to 25 million common shares of the company at a price of one cent per common share. The structure of the private placement was amended to eliminate further dilution through the issuance of warrants and the company will comply with the NEX Policy and Policy 4.1 -- Private Placements of the TSX-V;
• Revise the date of the FFCTO from Sept. 2, 2024, to Sept. 4, 2024.

Pursuant to the partial revocation and variation order, the company intends to complete the private placement of up to 25 million common shares of the company at a price of one cent per common share for gross proceeds of up to $250,000.

The company intends to use the net proceeds raised from the private placement as shown in the attached table.

No proceeds of the private placement will be used to finance payments to non-arm's-length parties or to persons conducting investor relations activities within the meaning of the Policy 1.1 -- Interpretation of the TSX-V.

The company may pay finders' fees of up to 10-per-cent cash on a portion of the private placement as disclosed in representation 4(n) of the partial revocation, subject to compliance with applicable securities laws and policies of the TSX-V.

All securities issued pursuant to the private placement will be subject to a statutory four-month-plus-one-day hold period. Closing of the private placement is subject to receipt of all required regulatory approvals, including acceptance from the TSX-V.

Prior to completion of the private placement, each proposed placee will receive a copy of the FFCTO, the partial revocation and the variation order and will be required to provide an acknowledgement to the company that all of the common shares issued in connection with the private placement, will remain subject to the FFCTO until such order is fully revoked, and that the granting of the partial revocation by the BCSC does not guarantee the full revocation of the FFCTO in the future.

We seek Safe Harbor.