Mr. Anthony Zelen reports

LONGHORN EXPLORATION ACQUIRES PUREWAVE HYDROGEN

Longhorn Exploration Corp. has closed its previously announced acquisition of PureWave Hydrogen Corp. (see Longhorn's Sept. 27, 2024, news release) pursuant to a non-arm's-length share exchange agreement with PureWave and each of the shareholders of PureWave Hydrogen (the vendors) dated Sept. 26, 2024. The company acquired all the issued and outstanding shares of common stock in PureWave, a private Colorado-incorporated company, that holds five natural hydrogen lease agreements in Kansas, United States (the natural hydrogen lease agreements), covering approximately 829.20 acres. Following the acquisition, PureWave Hydrogen became a wholly owned subsidiary of Longhorn.

Highlights:

• 100-per-cent acquisition of PureWave Hydrogen;
• Three-year surplus escrow on all shares issued in connection with the acquisition;
• Five natural hydrogen lease agreements in Kansas, United States, acquired;
• Mid-Continent Rift acreage, United States;
• Technical and operations team from PureWave Hydrogen secured;
• Pipeline of potential transactions.

The natural hydrogen lease agreements with private landowners (lessees) in Kansas, U.S., allow for the prospecting, exploring, drilling and production of any substance including hydrogen gas from the properties that are the subject of the natural hydrogen lease agreements (collectively, the properties). The natural hydrogen lease agreements are for an initial term of five years and will continue in force so long as drilling operations persist thereafter or if for so long as there is production from the properties. The landowners who own the properties are each entitled to a 12.5-per-cent royalty from any production from the properties.

Anthony Zelen, chief executive officer of the company, commented:

"The acquisition of PureWave Hydrogen brings increased acreage, a knowledgeable and competent technical team, and a pipeline of potential transactions. We look forward to advancing the company forward. PureWave Hydrogen is focused on the acquisition, exploration and development of natural (white) hydrogen assets."

About PureWave Hydrogen Corp.

PureWave Hydrogen is a Colorado-based company with its mission to pioneer the discovery and development of white (natural) hydrogen resources across North America.

PureWave Hydrogen's vision is that white (natural) hydrogen can fundamentally transform the energy landscape, offering a sustainable alternative to traditional fossil fuels. Its commitment to sustainability and innovation underpins its plans to explore for natural hydrogen deposits in strategic regions of the United States and Canada, including the significant mid-continent rift system. Leveraging state-of-the-art geospatial data and analytical tools, its team is dedicated to identifying high-potential locations for natural hydrogen extraction.

Highlights of the acquisition

At the closing of the acquisition, the company acquired 17.2 million issued and outstanding PureWave shares from the vendors, and each of the vendors sold, assigned and transferred their respective PureWave shares to the company in consideration for the issuance by the company of 17.2 million common shares of the company to the vendors on a pro rata basis, at a deemed price equal to 25 cents per consideration share, such that, immediately following the closing, all of the issued and outstanding PureWave shares are owned and controlled by the company, and PureWave Hydrogen became a wholly owned subsidiary of the company. All consideration shares are subject to a three-year surplus escrow and release restrictions pursuant to the TSX Venture Exchange -- Form 5D Escrow Agreement (Surplus Escrow) and the provisions of Schedule B(4) -- Tier 2 Surplus Security Escrow Agreement -- Release of Securities.

In accordance with exchange Policy 5.3 -- Acquisitions and Dispositions of Non-Cash Assets, the company completed and filed on SEDAR+ an updated National Instrument 51-101 -- Standards of Disclosure for Oil and Gas Activities report dated Nov. 4, 2024. The report was completed on behalf of the company by Sproule International Ltd.

The company obtained disinterested shareholder approval of the acquisition by written consent of shareholders of the company representing over 50 per cent of the issued and outstanding common shares of the company (excluding all non-arm's-length parties (as defined in Policy 1.1 of the exchange Corporate Finance Manual)). The agreement is not an arm's-length transaction as such term is defined in Policy 1.1 and is a related party transaction as such term is defined in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). Robert Price and Bruce Nurse are directors of the company and directors and shareholders of PureWave Hydrogen.

Additionally, since the company acquired all of the outstanding securities of PureWave Hydrogen pursuant to the acquisition, the parties have agreed that the 200,000 common shares that the company previously issued to PureWave Hydrogen pursuant to the natural hydrogen lease acquisition agreement between the parties dated April 17, 2024, shall be cancelled.

In respect of the requirements of MI 61-101 and exchange Policy 5.9, the company relied on the exemptions from the formal valuation and minority approval required under MI 61-101. The company was exempt from the formal valuation requirement of MI 61-101 in reliance of sections 5.5(b) as no securities of the company are listed on the specified markets outlined therein. Additionally, the company was exempt from the minority shareholder approval requirements of MI 61-101 in reliance of Section 5.7(1)(a) (fair market value of the related party transaction does not represent more than 25 per cent of the company's market capitalization).

No finders' fees or commissions were paid or payable by the company in connection with the acquisition.

The company's common shares were halted in connection with the announcement of the acquisition and will recommence trading effective at market opening on Nov. 7, 2024.

We seek Safe Harbor.