Dr. David Winter reports

HORIZON PETROLEUM LTD. ANNOUNCES CONVERTIBLE DEBENTURE FINANCING

Horizon Petroleum Ltd. has launched a financing of convertible debentures. The convertible debenture financing takes the form of a private placement offering in the aggregate principal amount of up to $3-million of secured convertible debentures at a price of $1,000 per debenture. The debentures will be second position secured behind the $720,000 of debentures issued in May 20, 2025, and due May 20, 2026.

David Winter, chief executive officer of the company, commented: "This financing will allow Horizon to pay the final payment to San Leon Energy for the acquisition of our 100-per-cent wholly owned Polish subsidiary companies that hold the Bielska-Biala and Cieszyn concessions in southern Poland. Additionally, the proceeds will pay for the long-lead items and civil works for the planned re-entry of the Lachowice 7 gas well and provide working capital for general corporate purposes in Poland and in Canada."

The debentures bear interest from the applicable issuance date at 15 per cent per annum until the date that is 24 months following the closing date. The closing date is anticipated to be Nov. 30, 2025. The principal amount of the debentures can be convertible into units of the company at the option of the holder at any time prior to the close of business on the last business day immediately preceding the maturity date at a conversion price of 10 cents per unit, subject to adjustment in certain events.

Each unit comprises: (i) one common share of the company; and (ii) one-half of one common share purchase warrant. Each warrant will be exercisable to acquire one common share at an exercise price of 15 cents per common share, subject to adjustment in certain events, until 36 months from the debenture closing date.

Certain directors and officers of the company are expected to participate in the offering, and, as such, the offering constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation. No special committee was established in connection with the offering or the participation of the insiders, and no materially contrary view or abstention was expressed or made by any director of the company in relation thereto. Further details will be included in a material change report that will be filed by the company in connection with the completion of the initial closing of the offering.

Closing and the participation of insiders in the offering remain subject to the approval of the TSX Venture Exchange.

The company may pay finders' fees or commissions for this transaction of up to 7 per cent in cash and 7 per cent warrants.

The closing of the offering is subject to the satisfaction of customary conditions, including the approval of the TSX-V. All securities issued under the offering remain subject to a statutory four-month hold period.

In connection with the offering and conditional on closing of new debentures, the company intends to amend the exercise price of the 3,775,000 warrants issued in connection with the May, 2025, debentures. The May warrants currently have an exercise price of 20 cents per share. The company intends to amend the price of these May warrants to 15 cents per share to match the warrants underlying the debentures and offering.

The warrant amendment is subject to TSX-V approval.

Horizon holds debentures, and, as such, the warrant amendment may constitute a related party transaction under MI 61-101 but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation. No special committee was established in connection with the warrant amendment, and no materially contrary view or abstention was expressed or made by any director of the company in relation thereto. Further details will be included in a material change report that will be filed by the company in connection with the completion of the warrant amendment.

About Horizon Petroleum Ltd.

Calgary-based Horizon is focused on the appraisal and development of conventional oil and natural gas resources onshore Europe. Horizon holds two concessions in Poland, which contain significant undeveloped natural gas discoveries. The company's initial focus is to commence development of the Lachowice gas field in the Bielska-Biala concession. The management and board of Horizon consist of oil and natural gas professionals with significant international experience.

We seek Safe Harbor.