Mr. Jose Arata reports

NEW STRATUS ENERGY ANNOUNCES AGREEMENT TO ACQUIRE PRODUCTION & SIGNIFICANT DEVELOPMENT OPPORTUNITY IN MEXICO

New Stratus Energy Inc. has entered into definitive agreements with an arm's-length vendor for the acquisition of an initial 49-per-cent equity interest in Operaciones Petroleras Soledad S de RL de CV (OPS), a private Mexican oil and gas company, with the exclusive right for New Stratus to negotiate the purchase up to an additional 41 per cent of the equity interest in OPS, as described in further detail below. OPS is the third-party contractor and operator of a hydrocarbons production contract awarded by Pemex Exploracion y Produccion, S.A. de C.V. ("PEP"), a subsidiary of Petroleos Mexicanos the Mexican national oil company, on the Soledad block ("Soledad Block") located in the State of Veracruz in eastern Mexico (the "O&G Contract").

Soledad Block Acquisition Highlights

Soledad Block: 124 km2 onshore eastern Mexico

Term: Initial term ending in July of 2039; will apply for a ten year extension

Purchase Price: US$2 million for the initial 49% tranche

Effective Date: Effective May 1, 2024, NSE is entitled to the economic interests, including production and cash flows therefrom, of being a 49% equity interest holder in OPS

Commitment: NSE has agreed to fund capital expenditure requirements under the O&G Contract; maximum capital exposure of NSE under the facility at any point in time will be approximately US$12.5 million

Project Reserves(1): Soledad Block proved reserves are estimated at 43.3 million barrels of oil equivalent (mmboe)Production(2): Soledad Block gross production is approximately 1,430 barrels of oil equivalent per day (boe/d)Second Tranche ROFR: NSE will have a ROFR to negotiate the second tranche of the Acquisition

Notes:

(1) See Oil and Gas Advisory, below.(2) See Oil and Gas Advisory, below.

Acquisition

The Acquisition has been structured into two tranches. The first tranche involves the purchase by NSE of an initial 49% equity interest in OPS. As consideration for the first tranche of the Acquisition, NSE will (i) pay the vendor a fixed amount of US$2 million at closing; (ii) fund the capital commitments and, in certain cases, operational costs of OPS for the next two years of the O&G Contract for an amount of US$15 million in year one and US$30 million in year two (the "Commitment"); and (iii) assume 49% of the abandonment obligations to be completed by the end of the O&G Contract in 2039, which are estimated at US$9.95 million net to NSE.

Pursuant to the terms of the Definitive Agreements, effective May 1, 2024, NSE is entitled to the economic interests, including production and cash flows therefrom, of being a 49% equity interest holder in OPS which entitlement begins in advance of the closing of the first tranche. Closing of the first tranche is expected to occur on or about July 29, 2024 and is conditional upon NSE funding the first US$15 million of the Commitment.

The Commitment will be reimbursed by OPS using cashflow from operations and the maximum capital exposure of NSE under the Capex Commitment is estimated at US$12.5 million.

With the signing of the first tranche of the Acquisition, NSE has nominated one director to the board of directors of OPS, has filled a number of technical and managerial positions of OPS, and will nominate a member of OPS in the operating committee of the O&G Contract.

The second tranche involves the purchase by NSE of up to an additional 41% of the equity interest of OPS under terms to be negotiated among NSE and the Vendor based on the results of operations on the field. NSE will have exclusivity, a right of first offer and a first right of refusal ("ROFR") for six months after completion of the two-year Commitment, to negotiate the second tranche of the Acquisition, which will be subject to regulatory approval.

OPS

OPS has been operating the O&G Contract at the Soledad Block awarded by PEP since 2013. The O&G Contract was amended on May 1, 2024, with an effective date of May 1, 2024 to, among other things, extend its term until 2039, with a possible additional 10-year extension, and to include a profit-sharing remuneration structure for OPS based on revenues minus royalties, special taxes and irreducible costs. Under current pricing and based on current royalty rates and tax rates, the profit participation for OPS under the O&G Contract is 88.23%. Gross current production for the Soledad Block is approximately 1,430 boe/d, and this amended O&G Contract provides economic incentive for additional investment in the Soledad Block which is expected to materially increase production. The new development plan approved by PEP calls for 42 workover wells, 12 deviated wells and 4 horizontal wells during the first two years, which will be funded through the Capex Commitment.

Advisors

Cormark Securities Inc. and Horizon Partners acted as financial advisors to the Corporation with respect to the Acquisition. Dentons Colombia, Dentons Mexico and Dentons Canada LLP acted as legal counsel to the Corporation with respect to the Acquisition.

We seek Safe Harbor.