Mr. Brian Paes-Braga reports

NG ENERGY ANNOUNCES ACQUISITION OF MINORITY INTERESTS AT SINU-9

NG Energy International Corp. and Etablissements Maurel & Prom S.A. (Maurel & Prom or M&P), have agreed to acquire a collective 28-per-cent working interest in Sinu-9 from the company's minority partners at the block. Upon completion of the acquisition of the minority interests from the minority partners, as well as completion of the sale to M&P of a 40-per-cent working interest in Sinu-9, as announced in the company's Feb. 10, 2025, news release, NG Energy will hold a 39-per-cent working interest in Sinu-9, while M&P will hold a 61-per-cent working interest and assume operatorship of the block.

The company and M&P have been working closely to advance a six-well exploration and appraisal campaign at Sinu-9, with operations expected to commence as early as October, 2025.

Acquisition of the minority interests

Pursuant to the terms of the acquisitions from the minority partners, the company and M&P will acquire the minority interests in the following proportions: (i) NG Energy -- 7-per-cent working interest; and (ii) M&P -- 21-per-cent working interest. In consideration for the company's portion of the minority interests, the company will pay to the minority partners an aggregate total of $26.25-million (U.S.), which is payable as follows: (i) $2,625,000 (U.S.) as an initial deposit; and (ii) $23,625,000 (U.S.) to be paid upon completion of the acquisitions of the minority interests. The terms of the acquisitions of the minority interests are generally consistent with the terms of the asset purchase agreement entered into between the company and M&P for the M&P transaction.

The acquisitions were 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, are arm's-length transactions, as defined in the TSX Venture Exchange corporate finance manual.

Brian Paes-Braga, executive chairman of NG Energy, commented: "This consolidation of the minority interests in Sinu-9 represents a pivotal step in strengthening our partnership with Maurel & Prom and advancing our shared vision for the block. The upcoming exploration and appraisal campaign underscores our commitment to unlocking the significant potential of Sinu-9, delivering value to our shareholders and contributing to Colombia's energy landscape."

New payment terms for the M&P transaction

The company is also pleased to announce that the company and M&P have agreed to revised payment terms for the M&P transaction. While the total consideration payable to the company by M&P remains $150-million (U.S.), with the initial advance of $20-million (U.S.) already having been received by the company, the company and M&P have agreed to the following revised payment structure with respect to the remaining $130-million (U.S.) payable to the company:

• An additional $20-million (U.S.) will be paid to the company in early July, 2025;
• $50-million (U.S.) will be paid to the company upon completion of the M&P transaction;
• $30-million (U.S.) will be paid to the company three months after completion of the M&P transaction;
• $30-million (U.S.) will be paid to the company six months after completion of the M&P transaction.

M&P's irrevocable right to purchase an additional 5-per-cent working interest in Sinu-9 for a period of 12 months from completion of the M&P transaction remains unchanged. The call option is subject to adjustments for cash flows from the effective date of Feb. 1, 2025.

Update on timeline for completion of the M&P transaction

Completion of the acquisitions of the minority interests are expected to occur as soon as reasonably practicable and are conditional on the satisfaction or waiver of all conditions precedent, including, but not limited to, obtaining all necessary regulatory approvals, including the approval of the Colombian National Hydrocarbons Agency (ANH).

With respect to the M&P transaction, the application for the assignment of the 40-per-cent working interest in Sinu-9 to M&P was submitted to the ANH in March, 2025. NG Energy expects that the ANH will review the M&P transaction and transfer of the minority interests concurrently, with approvals anticipated in Q3 (third quarter) 2025.

About NG Energy International Corp.

NG Energy 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 the Americas, 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 (mmBtu)), with projected triple-digit production growth over the next two to three years toward a production goal of 200 million cubic feet per day (mmcf/d). To date, the company has raised over $200-million (U.S.) in debt and equity, and has constructed and commissioned three gathering, processing and treatment facilities, and associated pipelines, with gross processing and transportation capacity of 60 mmcf/d expected in Q3 2025, with significant capital contributions from insiders who currently own approximately 32 per cent of the company.

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