Fiddlehead Announces New Board Members in Connection with Transformational Acquisition of Producing, South Ferrier, Strachan Assets, $25 Million in Financings and Public Listing of its Securities

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, AB, June 17, 2024 /CNW/ - Fiddlehead Resources Corp. ("Fiddlehead" or the "Company") and its Board of Directors (the "Board") is pleased to announce it has recommended Mr. Dale Miller, Mr. David Ritter, Mr. Gregory Turnbull, and Mr. C. Neil Smith stand for election as independent directors at the Company's upcoming 2024 Annual General and Special Meeting of Shareholders, joining Brent Osmond currently as the Chairman, President & CEO of the Company.

Board of Directors of Fiddlehead

Brent Osmond, Chairman, President & CEO

Mr. Osmond is a results-focused executive, leader, visionary and strategist with a track record of extraordinary results. Mr. Osmond has 18 years of oil & gas experience, eleven of which have been in senior executive level roles. As Chief Financial Officer, Mr. Osmond has experience building companies with assets in Alberta, Saskatchewan, British Columbia, North Dakota and Montana. He has guided private equity backed companies and publicly traded companies and has also taken private companies through liquidity events including IPO and RTO transactions. Mr. Osmond has worked for Husky Energy Inc., Questerre Energy Inc., Perpetual Energy Corp., and Mountainview Energy Inc. in the public domain, and private entities including Nytis Exploration Company Inc., Prosper Petroleum Ltd., and Clover Oil and Gas, Inc. Mr. Osmond is a strategic, creative, solutions-focused executive, having negotiated, structured and sourced over $500 million in debt and equity capital in his career. A Chartered Professional Accountant, Mr. Osmond is a graduate of Memorial University of Newfoundland with a Bachelor of Commerce, Co-op degree.

Dale Miller, Independent Director

Mr. Miller is a professional engineer with over 40 years of experience in the Oil and Gas industry, primarily in the Western Canadian Sedimentary Basin. He is currently President of Dark Horse Energy Consultants Ltd., and serves on the Board of Directors of Yangarra Resources Ltd. and Prairie Provident Resources Ltd. Prior thereto, Mr. Miller was President, COO & Director of Long Run Exploration Ltd., which at the time was producing ~30,000 boe/d, and was sold to Calgary Sinoenergy Investment in 2016 for ~$770 million. Dale has an extensive senior management resume with exploration and production companies, including Pace Oil & Gas, Gibraltar Exploration and Penn West Petroleum. He holds a Bachelor of Science degree, Petroleum Engineering, from the University of Tulsa, and is a member of APEGA.

David Ritter, Independent Director

Mr. Ritter is currently the President of The Haymarket Group, LLC, a boutique management consulting firm based in The Woodlands, Texas, USA. He is also an External Advisor for McKinsey and Company. Dave is an accomplished senior operations and strategic executive with over 45 years of experience in the energy industry. Most recently he was the Chief Operating Officer of Philadelphia Energy Solutions (PES) which was the largest refining complex on the US Eastern seaboard. Prior to that Dave was Senior Vice President in Saudi Refining, Inc. ARAMCO's US affiliate. Dave retired from Royal Dutch Shell at the end of 2010, as group Vice President of Global Competitive Intelligence and Strategy. Dave began his career with Mobil/ExxonMobil and held senior leadership positions in refining, marketing, supply, trading, M&A and corporate strategy and spent more than a third of his career outside the U.S. He also served as a leader in the Downstream oil & gas consulting practice of CG Ernst & Young, LLC.

David received his MBA in Finance as well as his bachelor's degree in civil engineering from Lehigh University. He also did post graduate work in Operations Management at the University of Southern California.

Gregory Turnbull, Independent Director

Mr. Turnbull has previously served as an officer or director of many public and private companies, including as a director of Crescent Point Energy, Heritage Oil, Storm Resources, and Sunshine Oilsands, and as the Chair of Alberta Health Services and Chair of the Calgary Zoo. Greg is currently a director of SNDL and is also a strategic advisor for Fasken Martineau DuMoulin LLP. Prior to joining Fasken, Greg was a long-time partner and managing partner at McCarthy Tétrault LLP. Greg has extensive experience in corporate governance matters providing advice to boards of directors and special committees, also in finance and securities transactions, including public and private share and debt financings, takeover bids, initial public offerings, business combinations and international stock exchange listings. Greg holds a Bachelor of Arts degree (with honours) from Queen's University and a Bachelor of Laws degree from the University of Toronto.

C. Neil Smith, Independent Director

Mr. Smith has over 35 years of technical, financial and international capital markets experience. Most recently, Mr. Smith was the Chief Operating Officer at Crescent Point Energy Corp. (Veren Inc.) where he was responsible for all aspects of the company's capital budget, safe operations, reserves management and acquisition evaluations as well as corporate operations risk management analysis and social responsibility reporting. He has a proven track record of creating shareholder value through the innovative development of assets in a safe and capital-efficient manner. Mr. Smith also sits on the Board of Southern Energy Corp. a Toronto and London exchange listed company. Mr. Smith holds a Bachelor of Applied Science degree in Geological Engineering and a Masters of Business Administration in Finance (Dean's List).

Transformational Acquisition and Financing Transactions

The Company along with a wholly owned subsidiary of Fiddlehead ("FinanceCo"), together the ("Parties"), have previously entered into a definitive agreement dated May 29, 2024 (the "Definitive Agreement") pursuant to the acquisition ("Acquisition") of South Ferrier, Strachan area assets ("Assets") from a senior Canadian producer.

In addition, Fiddlehead has previously entered into an agreement with Research Capital Corporation to act as the lead underwriter and sole bookrunner (the "Underwriter"), in connection with a marketed underwritten, private placement offering of subscription receipts of FinanceCo (the "Subscription Receipts") at a price of $0.20 per Subscription Receipt for minimum aggregate gross proceeds of $10,000,000 (the "Offering"). It is expected that the management and directors of the Company will be participating alongside investors in the Offering, in conjunction with a "presidents list", for an aggregate minimum of $4,000,000.

Each Subscription Receipt will entitle the holder thereof, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of the Escrow Release Conditions (as defined herein) to receive one unit of the Company ("Unit"). Each Unit will consist of one common share of FinanceCo ("Underlying Share") and one common share purchase warrant of FinanceCo ("Underlying Warrant"). Each Underlying Warrant entitles the holder thereof to purchase one common share of FinanceCo (a "Warrant Share") at an exercise price of $0.24 per Warrant Share at any time up to 60 months following the satisfaction or waiver of the Escrow Release Conditions. The Units, Underlying Shares, Underlying Warrants and Warrant Shares are collectively referred to herein as the "Underlying Securities". In addition, the Company will use commercial reasonable efforts to obtain the necessary approvals to list the Underlying Warrants that will be exchanged for warrants of Fiddlehead ("Fiddlehead Warrants") on equivalent terms on the TSX Venture Exchange ("TSXV").

The total consideration for the Assets will be $22,500,000 in cash, subject to customary adjustments (the "Purchase Price"). The Purchase Price is expected to be satisfied through a combination of: (i) the net proceeds of the Offering; and (ii) a $15,000,000 credit facility ("Credit Facility"). The Company has entered into a term sheet for the Credit Facility with a private lender.

Acquisition Highlights – South Ferrier, Strachan Area Assets

Producing Assets and Land Positions in Cardium Fairway

• Undeveloped land position of 25,496 hectares (gross) / 14,213 hectares (net)
• Developed land position of 19,136 hectares (gross) / 11,227 hectares (net)
• Average working interest of approximately 77% of producing wells
• All land is held by production with no expiries
• Existing infrastructure has available capacity to handle growth production
• Estimated exit production of 1,809 boe/d in 2024, 2,507 boe/d in 2025, and 3,107 boe/d in 2026
• Strong liability management rating (LMR) of approximately 3.0x

Significant Reserves & Substantial Resource Development Upside

• Significant remaining PDP reserves of 3.7 million boe, valued at an NPV_10% of $34.5 million¹
• Substantial proved and probable (2P) reserves of 7.9 million boe, valued at an NPV_10% of $69.2 million¹
• 50+ identified development well drilling locations from existing acreage, many on existing well pads in defined Cardium fairway
• Significant upside and extensive drilling inventory across multi-stacked zones in the Belly River, Falher, Glauconitic, Mannville, Notikewin, Rock Creek and Viking
• Multi-well drilling campaign expected to commence in 2024, following the closing of the Acquisition, for an initial 2 Cardium horizontal wells ramping to 4 horizontal wells per year

Compelling Investment Opportunity

• Fiddlehead will acquire strategically positioned assets with strong risk adjusted cash flow and significant commodity price upside
• Attractive acquisition multiple of 2.24x net operating income (NOI) (estimated annualized Q2 2024), based on the estimated $20.9 million adjusted purchase price²

Free Cash Flow Production with Development Upside

• Stable low decline, average working interest production of approximately 1,750 boe/d (estimated Q2 2024)³
• Free funds flow driven by low decline cash flow, and has liquids focused drilling upside
• High working interest and operatorship in Assets by the Company ensures control over optimizing operating costs and capital expenditure schedule to control operating costs and grow margins

Acquisition Strategy of Upstream Assets

• Capitalize on the opportunity to consolidate assets in the identified fairway, starting with this initial Acquisition with 1,750 boe/d of low decline, high netback production³ at an attractive cash flow multiple
• Pursue pipeline of accretive acquisition opportunities in the Western Canadian Sedimentary Basin area
  • Optimize assets to maximize cashflow and offset declines
  • Review low risk development drilling opportunities on existing land
  • Utilize the base cash flow to seek and acquire additional assets with a similar risk profile, decline curve, and cash flow
  • Pursue growth through a measured drilling program and a targeted bolt-on acquisition of identified accretive opportunities

Experienced Leadership Team in Cardium Fairway

• Fiddlehead team has experience in the identified fairway, has worked on similar transactions, and has meaningful subject matter expertise in the focus basins
• Deep understanding of commodity marketing and will manage the product sales portfolio to mitigate downside risk, while capitalizing on the long-term upside potential in commodity prices

Attractive Acquisition Metrics

								Acquisition
						Acquisition		Metrics (Adjusted)
Purchase Price								$22.5MM
Adjusted Acquisition Price^2								$20.9MM
Production (Est. Q2 2024)						1,750 boe/d		$11,942 per boe/d
Net Operating Income (Est. Q2 2024 Annualized)^3						$9.3MM		2.24x
Net Operating Income (Est. Exit 2024 Annualized)						$17.0MM		1.23x
Net Operating Income (Est. Exit 2025 Annualized)						$32.7MM		0.64x
Reserves (Working Interest)^1
Proved Dev. Producing (PDP)						3.7 MMboe		$5.69 / boe
Total Proved (1P)						5.8 MMboe		$3.57 / boe
Total Proved plus Probable (2P)						7.9 MMboe		$2.63 / boe
PDP NPV10%						$34.5MM		0.61x
1P NPV10%						$50.9MM		0.41x
2P NPV10%						$69.2MM		0.30x

Equity Financing Details

In connection with the Acquisition, it is intended that, among other things: (i) Fiddlehead will consolidate its common shares ("Fiddlehead Shares") on a 2 to 1 basis ("Share Consolidation") prior to the satisfaction of the Escrow Release Conditions; (ii) the Subscription Receipts will be converted into Units; (iii) all the outstanding common shares of FinanceCo (including the Underlying Shares) (each, a "FinanceCo Share"), will ultimately be exchanged for common share of Fiddlehead (the "Fiddlehead Shares") on a basis of one Fiddlehead Share for one FinanceCo Share; and (iv) the Underlying Warrants will ultimately be exchanged for Fiddlehead Warrants on a basis of one Fiddlehead Warrant for one Underlying Warrant on equivalent terms.

Fiddlehead and FinanceCo will grant to the Underwriters an option (the "Underwriters' Option") to offer up to an additional number of Subscription Receipts equal to 15% of the Subscription Receipts raised in the Offering, at any time up to 48 hours prior to the closing of the Offering.

The net proceeds of the Offering to be used to fund the Purchase Price of the Acquisition, and for general corporate and working capital purposes.

The gross proceeds of the Offering, less the expenses of the Underwriters and 50% of the Underwriters' cash commission, will be deposited and held by a licensed Canadian trust company or other escrow agent (the "Escrow Agent") mutually acceptable to the Underwriters and the Company in an interest bearing account (the "Escrowed Funds") pursuant to the terms of a subscription receipt agreement to be entered into on the Closing Date among FinanceCo, the Company, the Underwriter, the Escrow Agent. The Escrowed Funds (less any remaining costs and expenses of the Underwriters) will be released from escrow to the Company upon satisfaction of the following conditions (collectively, the "Escrow Release Conditions") no later than the 90^th day following the Closing Date, or such other date as may be mutually agreed to in writing between the Company and the Underwriter (the "Escrow Release Deadline"), including:

(A)	the completion, satisfaction or waiver of all conditions precedent to the Acquisition in accordance with the Definitive Agreement, to the satisfaction of the Underwriters, including the closing of the Credit Facility to fund the Acquisition;
(B)	the completion of the Share Consolidation;
(C)	the receipt of all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the TSXV for the Listing (as defined herein) and the Acquisition;
(D)	the Fiddlehead Shares issued in exchange for the Underlying Shares and Warrant Shares not being subject to any statutory or other hold period in Canada;
(E)	the representations and warranties of Fiddlehead and FinanceCo contained in the underwriting agreement to be entered into in connection with the Offering being true and accurate in all material respects, as if made on and as of the escrow release date; and
(F)	Fiddlehead and FinanceCo and the Underwriters having delivered a joint notice and direction to the Escrow Agent, confirming that the conditions set forth in (A) to (E) above have been met or waived.

As a condition precedent to the execution by the Underwriter of the joint notice and direction referred to in (F) above, the chief executive officer of the Company and FinanceCo (or such other officers as may be acceptable to the Underwriters, acting reasonably) will certify to the Underwriters that the Escrow Release Conditions (other than that set out in (F) above) have been satisfied.

If (i) the satisfaction of the Escrow Release Conditions does not occur on or prior to the Escrow Release Deadline, or such other date as may be mutually agreed to in writing among Fiddlehead, FinanceCo and the Underwriters, or (ii) the Company has advised the Underwriters or the public that it does not intend to proceed with the Acquisition (in each case, the earliest of such times being the "Termination Time"), then all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of Subscription Receipts an amount equal to the issue price of the Subscription Receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon) ("Required Refund"). If the Escrowed Funds are not sufficient to satisfy the Required Refund to the holders of the then issued and outstanding Subscription Receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be Fiddlehead's and FinanceCo's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.

In connection with, and as a condition to, the completion of the Acquisition, the Fiddlehead Shares (including those issued in exchange for the Underlying Shares, Warrant Shares and issuable pursuant to the warrants and options of Fiddlehead) will be listed on the TSXV (the "Listing"). In addition, the Company will use commercial reasonable efforts to obtain the necessary approvals to list the Fiddlehead Warrants on the TSXV.

The securities to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada and such other jurisdictions as may be determined by Fiddlehead, FinanceCo, and the Underwriters, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.

The Offering is expected to close on or about the week of July 29, 2024 (the "Closing Date"), or such other date as agreed upon between Fiddlehead, FinanceCo and the Underwriters and will be subject to certain conditions set out in the agency agreement of the Offering.

In connection with the Offering, the Underwriters will receive an aggregate cash commission equal to 8.0% of the gross proceeds from the Offering. Upon the satisfaction or waiver (to the extent waiver is permitted) of the Escrow Release Conditions, the Underwriters will also be issued broker warrants (the "Broker Warrants") equal to 8.0% of the number of Subscription Receipts sold under the Offering. Each Broker Warrant shall be exercisable to acquire one Unit (or the equivalent thereof in securities of Fiddlehead) at an exercise price equal to the issue price of the Subscription Receipts for a period of 60 months following the satisfaction or waiver of the Escrow Release Conditions.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

Management Team of Fiddlehead

Brent Osmond, Chairman President & CEO - Biography found above

Ron Hornseth, Chief Operating Officer

Mr. Hornseth is a professional engineer with over 25 years of experience in the upstream oil and gas industry. Prior to joining Fiddlehead Ron held the role of GM Canada for TransGlobe Energy (now VAALCO Energy Inc.) where he ran their Canadian Business Unit. Ron has extensive expertise in asset development, business development, capital planning, reservoir engineering and reserves management both in Canada and internationally. Prior to TransGlobe Ron held roles of increasing responsibility with Perpetual Energy and Baytex Energy focusing on asset management and business development. Ron is a member of the Association of Professional Engineers and Geoscientists of Alberta (APEGA) and the Society of Petroleum Engineers (SPE). He graduated from the University of Alberta with a Bachelor of Science (Mechanical Engineering) degree.

Ying Yuen, Chief Financial Officer

Mr. Yuen is a chartered accountant with over 30 years of experience in private and public companies in the energy sector. He was a founding shareholder and chief financial officer of two successful start-up private oil and gas companies. He has extensive experience in debt and equity financings. Mr. Yuen also has extensive experience in financial reporting, accounting, and taxation. He graduated from the University of Calgary with a Bachelor of Commerce degree.

Jim Shepherd, Vice President, Land & Business Development

Mr. Shepherd played professional hockey in the United States and Europe for ten years. Upon retiring, he completed a Bachelor of Arts degree at the University of Calgary and has worked as a mineral land negotiator and consultant for both public and private companies since 2008. Mr. Shepherd is an active member of Canadian Association of Petroleum Land & Energy Professionals.

R.W. (Ron) Shepherd, Vice President, Exploration

R.W. (Ron) Shepherd has been involved in the Canadian petroleum and mining industries for more than 40 years, serving as a founder, officer, and director of several private and publicly traded companies. He is currently the President of Grand Prix Energy Ltd., a private oil and natural gas company based in Calgary, Alberta.  Mr. Shepherd is a graduate of Queens University in Kingston, Ontario with an undergraduate degree in geology and a master's degree in business administration.

William (Bill) de Jong, Corporate Secretary

William (Bill) de Jong is a lawyer in the Capital Markets group with international law firm DLA Piper LLP, with a focus on the natural resources and energy sectors. Bill maintains a practice specializing in the areas of securities (regulatory and stock exchange ‎compliance), mergers and acquisitions (M&A) and corporate finance. He acts for issuers and dealers in both domestic and cross-border debt and equity financing transactions, and also assists clients in public and private M&A transactions. In addition to his private practice, Bill sits as a board of director in a variety of contexts (public [TSXV, CSE, CBOE], private, and not-for-profit entities), has experience advising special committees and acting as independent counsel to boards in unique circumstances.

Additional Information

Additional information concerning the Acquisition will be provided in subsequent news releases and in Fiddlehead's listing statement to be prepared and filed in connection with the Acquisition, which will be available under Fiddlehead's SEDAR+ profile at www.sedarplus.ca.

Completion of the Acquisition is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, the satisfaction or waiver of all conditions precedent in the Definitive Agreement and closing conditions customary to transactions of this nature. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon.

The TSXV has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward Looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning: the Acquisition; the proposed structure by which the Acquisition is to be completed; the Company's anticipated use of the proceeds of the Offering, including satisfaction of the Purchase Price; closing of the Offering; financial and operating forecasts with respect to the Assets; the Company's intention to exploit the reservoirs and the Company's long term business strategy with respect to the Assets and Listing on the TSXV. Fiddlehead cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Fiddlehead, including expectations and assumptions concerning Fiddlehead, the Acquisition, the timely receipt of all required TSXV and regulatory approvals and exemptions (as applicable) and the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Fiddlehead. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Statements relating to "reserves" are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and that the reserves can be profitably produced in the future. There are numerous uncertainties inherent in estimating quantities of crude oil, natural gas and NGL reserves and the future cash flows attributed to such reserves. The reserve and associated cash flow information set forth above are estimates only. In general, estimates of economically recoverable crude oil, natural gas and NGL reserves and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as historical production from the properties, production rates, ultimate reserve recovery, timing and amount of capital expenditures, marketability of oil and natural gas, royalty rates, the assumed effects of regulation by governmental agencies and future operating costs, all of which may vary materially. For these reasons, estimates of the economically recoverable crude oil, NGL and natural gas reserves attributable to any particular group of properties, classification of such reserves based on risk of recovery and estimates of future net revenues associated with reserves prepared by different engineers, or by the same engineers at different times, may vary. Fiddlehead and the Assets' actual production, revenues, taxes and development and operating expenditures with respect to their respective reserves will vary from estimates thereof and such variations could be material.

The forward-looking statements contained in this press release are made as of the date of this press release, and Fiddlehead does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

Throughout this news release and in other materials disclosed by the Company, we employ certain measures to analyze financial performance, financial position and cash flow. These non-GAAP and other financial measures do not have any standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures provided by other issuers. Non-GAAP and other financial measures should not be considered to be more meaningful than GAAP measures which are determined in accordance with IFRS, such as net income (loss) and cash flow from operating activities as indicators of our performance.

The following are non-GAAP financial measures: capital expenditures, free funds flow, net operating income, net operating expenses and operating netback and operating netback. Where applicable, these non-GAAP financial measures are presented on a multiple, per boe or a per share basis resulting in non-GAAP financial ratios. These non-GAAP financial measures and ratios are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other issuers.

Management feels net operating income is a key industry benchmark and measure of operating performance of the Company that assists management and investors in assessing the Company's profitability and is commonly used by other petroleum and natural gas producers. Net operating income is calculated as petroleum and natural gas revenue less royalties, transportation and operating expenses.

The Company calculates "Adjusted Purchase Price/PDP NPV10%" by dividing the Adjusted Purchase Price by the net present value of the proved developed producing reserves discounted at 10%, "Adjusted Purchase Price/Proven NPV10%" by dividing the Adjusted Purchase Price by the net present value of the proven reserves discounted at 10%, "Adjusted Purchase Price/Proven + Probable NPV10%" by dividing the Adjusted Purchase Price by the net present value of the proven and probable developed producing reserves discounted at 10%, "Adjusted Purchase Price/PDP" by dividing the Adjusted Purchase Price by the estimated proved developed producing reserves, "Adjusted Purchase Price/Proven" by dividing the Adjusted Purchase Price by the estimated proven reserves and "Adjusted Purchase Price/2P" by dividing the Adjusted Purchase Price by the estimated total proved plus probable reserves.

Oil and Gas Advisories

Reserves estimates in this press release in respect of the Acquisition are based on the evaluations prepared by GLJ Ltd., as independent qualified reserves evaluator, as set out in the Strachan/South Ferrier Report effective as at December 31, 2023, which was prepared in accordance with National Instrument 51-101 and the COGE Handbook ("COGEH"). The reserves or future net revenue were made assuming that development of each property in respect of which the estimate is made will occur, without regard to the likely availability to the reporting issuer of funding required for that development.

This press release contains estimates of the NPV of the Company's future net revenue from reserves associated with the Assets and assets acquired pursuant to previously completed acquisitions, as applicable. Such amounts do not represent the fair market value of such reserves. The recovery and reserve estimates provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. The NPV of the respective assets' base production is a snapshot in time and is based on the reserves evaluated using the applicable pricing assumptions described above. The NPV is calculated using a discount rate of 10%, on a before tax basis and is the sum of the present value of proved plus probable developed producing reserves based on the applicable pricing assumptions. It should not be assumed that the undiscounted or discounted NPV of future net revenue attributable to the respective assets represents the fair market value of those assets. The estimates for reserves for individual properties may not reflect the same confidence level as estimates of reserves for all properties due to the effects of aggregation. The recovery and reserve estimates of crude oil, NGL and natural gas reserves are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual reserves may be greater than or less than the estimates relied upon for NPV calculations, herein.

Abbreviations:

bbl	=	barrels
bbl/d	=	barrels of oil per day
Bbbl	=	billions of barrels
boe	=	barrels of oil equivalent
boe/d	=	barrels of oil equivalent per day
Mbbl	=	thousands of barrels
Mboe	=	thousand barrels of oil equivalent
mcfpd	=	thousand cubic feet of gas per day
MMboe	=	million barrels of oil equivalent
PDP	=	proved developed producing

¹ Strachan/South Ferrier reserve report effective December 31, 2023, prepared by GLJ Ltd. in accordance with National Instrument 51-101 and the COGEH

² The Adjusted Purchase Price is the Purchase Price of $22.5 million less estimated interim adjustments of approximately $1.6 million

³ Comprised of 153 bbl/d of oil, 400 bbl/d of NGLs, and 7,183 mcf/d of natural gas during the estimated period in the second quarter of 2024

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

SOURCE Fiddlehead Resources Corp.

For further information contact: Fiddlehead Resources Corp., Brent Osmond, CEO and Chairman, Phone No.: [phone], Email: [email protected]