Mr. Philip Hodge reports

PINE CLIFF ENERGY LTD. ANNOUNCES CLOSING OF CERTUS ACQUISITION

Pine Cliff Energy Ltd. has completed the acquisition of Certus Oil & Gas Inc., as previously described in the Pine Cliff press release dated Oct. 31, 2023.

Pine Cliff announced on December 8, 2023 that the minimum tender condition under applicable Canadian securities laws and all other conditions to the offer (the "Offer") to acquire all of the common shares ("Common Shares") of Certus had been satisfied, and that the Offer had been extended until 5:00 pm (Calgary time) on December 18, 2023 to allow shareholders who had not tendered their Common Shares to the Offer an opportunity to do so (the "Mandatory Extension Period"). Odyssey Trust Company has now confirmed that as of 5:00 pm (Calgary time) on December 8, 2023, being the initial expiry time of the Offer, 99.77% of the Common Shares issued and outstanding had been validly deposited and have been taken-up by Pine Cliff. It is expected that by the completion of the Mandatory Extension Period, 100% of the Common Shares issued and outstanding will be validly deposited and taken-up by Pine Cliff under the Offer. All Common Shares taken-up by Pine Cliff have been paid for pursuant to applicable Canadian securities laws.

The Company concurrently entered into a three-year secured term debt facility provided by a private institutional investor in the amount of $56.27 million to fund a portion of the purchase price. Pine Cliff expects to issue annual guidance in the first quarter of 2024.

About Pine Cliff

Pine Cliff is a natural gas and crude oil company with a long-term view of creating shareholder value. Further information relating to Pine Cliff may be found on www.sedarplus.com as well as on Pine Cliff's website at www.pinecliffenergy.com.

We seek Safe Harbor.