Mr. Brian Paes-Braga reports

NG ENERGY ANNOUNCES DEFINITIVE AGREEMENT FOR THE SALE OF A 40% WORKING INTEREST IN SINU-9 FOR US$150 MILLION

Further to its news release dated Jan. 20, 2025, NG Energy International Corp. has entered into a definitive asset purchase agreement (APA) with Etablissements Maurel & Prom SA (M&P) for the sale of a 40-per-cent operating working interest in the Sinu-9 block for total cash consideration of $150-million (U.S.). The transfer of the 40-per-cent operating working interest in Sinu-9 to M&P is effective as of Feb. 1, 2025.

Sinu-9

Sinu-9 covers an area of approximately 311,353 acres in the department of Cordoba, Colombia, and is fully permitted with environmental approval granted by the National Authority of Environmental Licences to drill 22 wells from 11 locations. As of Dec. 31, 2023, Sinu-9 has:

• Gross 1P (proved) reserves of 26.7 billion cubic feet (Bcf) (37.0 Bcf project gross) of natural gas;
• Gross 2P (proved plus probable) reserves of 114.36 Bcf (158.8 Bcf project gross) of natural gas;
• Gross 3P (proved plus probable plus possible) reserves of 245.3 Bcf (340.8 Bcf project gross) of natural gas;
• Gross unrisked best estimate contingent resources (development pending) of 130.2 Bcf;
• Gross unrisked best estimate prospective resources of 131.0 Bcf.

Prior to the transaction, the company held a 72-per-cent operating working interest in Sinu-9. Following the transaction and the sale of the 40-per-cent effective operating working interest in Sinu-9 to M&P, the company holds a 32-per-cent effective operating working interest in Sinu-9.

Brian Paes-Braga, chairman and chief executive officer, commented: "We are very pleased to have had our team work quickly and effectively with the Maurel & Prom teams to finalize negotiations and get all the required definitive documents completed over the past two weeks in order to consummate this important partnership in a timely manner. Both NGE's and Maurel & Prom's technical and operational teams have already been working closely together and will continue to from this day forward, which was a critical part of this partnership. Working closely with the Maurel & Prom team recently has made it ever more clear to me that this partnership will urgently, and sustainably, bear fruit for all stakeholders as we unlock this giant oil and gas concession for all Colombians. We look forward to informing shareholders of our updated 2025 work program shortly."

The transaction

In consideration for the 40-per-cent operating working interest in Sinu-9, the company will receive total cash consideration of $150-million (U.S.), payable as follows: (i) $20-million (U.S.) to be paid as an initial payment; and (ii) $130-million (U.S.) upon completion, being no later than five business days after the date on which all the conditions precedent to the transaction have been satisfied or waived by the applicable party, subject to the terms of adjustment outlined in the APA. The company has agreed that $10-million (U.S.) from the initial payment will be used exclusively in respect of the operations at Sinu-9.

In connection with the transaction, the company has granted M&P the irrevocable right to purchase an additional 5-per-cent operating working interest in Sinu-9 for a period of 12 months from completion on the same terms and conditions as the transaction.

The completion is expected to occur as soon as reasonably practicable, but in any event, not later than Dec. 31, 2025, and is conditional on the satisfaction or waiver of all the conditions precedent outlined in the APA, including, but not limited to, obtaining all necessary regulatory approvals, including the approval of the Colombian National Hydrocarbons Agency.

The transaction was negotiated by parties who are dealing at arm's length with each other and, therefore, in accordance with the policies of the TSX Venture Exchange, is an arm's-length transaction, as defined in the TSX-V corporate finance manual.

Additional details regarding the transaction can be found in the APA, which will be made available under the company's profile on SEDAR+.

BofA Securities Inc. and Peters & Co. Ltd. acted as lead financial advisers to the company in connection with the transaction.

Wildeboer Dellelce LLP and Penningtons Manches Cooper LLP acted as legal counsel to the company in connection with the transaction.

About NG Energy International Corp.

NG Energy International is a growth-orientated natural gas exploration and production company focused on delivering long-term shareholder and stakeholder value through the discovery, delineation and development of large-scale natural gas fields in developing countries, supporting energy transition and economic growth. NG Energy's team has extensive technical and capital markets expertise with a proven record of building companies and creating significant value in South America. In Colombia, the company is executing on this mission with a rapidly growing production base and an industry-leading growth trajectory, delivering natural gas into the premium-priced Colombian marketplace (approximately $8 (U.S.) per million British thermal units) with projected triple-digit production growth over the next two to three years toward a gross production goal of 200 million cubic feet per day. The company has seen a 551-per-cent year-over-year increase in 3P reserves, a 314-per-cent year-over-year increase in 2P reserves and a 241-per-cent increase in 1P reserves. To date, over $100-million (U.S.) has been invested in the exploration and development of Sinu-9 and Maria Conchita, with significant contributions from insiders who currently own approximately 32 per cent of the company.

We seek Safe Harbor.