HIGHWOOD ASSET MANAGEMENT LTD. ANNOUNCES 2023 THIRD QUARTER RESULTS

/NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES/

CALGARY, AB, Nov. 29, 2023 /CNW/ - Highwood Asset Management Ltd., ("Highwood" or the "Company") (TSXV: HAM) is pleased to announce financial and operating results for the three and nine months ended September 30, 2023. The Company also announces that its unaudited financial statements and associated Management's Discussion and Analysis ("MD&A") for the period ended September 30, 2023, can be found at www.sedarplus.ca and www.highwoodmgmt.com.

Highlights

• Highwood anticipates allocating its organic Free Cash Flow after sustaining capital on a 50:50 basis to support organic production growth of approximately 25% while also expecting to reduce Net Debt by approximately 25%, achieving Net Debt / ‎‎2024E EBITDA of under 0.8x in the next 12 months.
• The focus of the third quarter of 2023 for the Company was on the transformational acquisitions that the Company announced early in the third quarter of 2023 and the corresponding financing. On August 3, 2023, the Company closed the acquisitions of Castlegate Energy Ltd., Boulder Energy Ltd. and Shale Petroleum Ltd. (collectively, the "Acquisitions") for a gross purchase price of approximately $143 million. The Acquisitions brought a combined ~4,500+ boe/d (approximately 75% oil and natural gas liquids ("NGLs")), of expected average production of the 12-month period commencing July 1, 2023 ("Next Twelve Months" or "NTM")
• Highwood commenced its drilling program on September 16, 2023, spudding the 102/13-09-048-14W5 multi-lateral open hole ("MLOH") well (the "13-09 well") at Brazeau, which offsets the 12-09-048-14W5 MLOH well. After approximately 25 days of cleaning up post drilling operations, the 13-09 well has averaged approximately 350 bbls/d of oil over the past seven days which is slightly above the projected type curve for this well.
• On October 21, 2023, the Company spud a second MLOH well at Brazeau 14-09-048-14W5 (the "14-09 well"), with the rig being released on November 19, 2023. The 14-09 well is expected to be onstream prior to the end of November 2023. Total capital costs for the 13-09 well and the 14-09 well was in line with the projected budget forecasts for these wells.
• On November 21, 2023, the Company spud a third well, 04-10-043-05W5 (the "04-10 well"), at Wilson Creek which is a follow up to the successful 102/06-04-043-05W5 (the "102/06-04 well") well that achieved payout in under six months. Following the drilling of the 04-10 well, Highwood intends to drill a second well at Wilson Creek, a direct offset to the 102/06-04 well, the 100/03-04-043-05W5 well (the "03-04 well").
• Highwood reiterates its expected average production guidance of approximately 5,200 boe/d, representing growth of ‎approximately 25%, on expected drilling, completion and tie-in capital expenditures of approximately $40 million in ‎‎2024. Highwood also expects to reduce Net Debt by approximately 25% reducing Net Debt / ‎‎2024E EBITDA to under 0.8x in the next 12 months, based on an US$70/bbl WTI and ‎C$2.75/GJ AECO.^(1)(2)(3)
• Following the acquisition of each of Castlegate Energy Ltd., Boulder Energy Ltd. and Shale Petroleum Ltd. early in the third quarter of 2023, Highwood continued to hedge oil production as oil reached 2023 highs through September 2023 and is ‎pleased it was able to secure hedges that are over US$10/bbl higher than the forecasted realized ‎crude oil pricing versus the forecasted pricing on the announcement of the Acquisitions on July 5, 2023, ‎with the average WTI hedge price at over C$100/bbl. Highwood has hedged approximately 38% of gross forecasted production for 2024 at an average WTI oil price of approximately $103 CAD/bbl and an average AECO gas price of $3.03 per gigajoule.
• Highwood conducted a workover program during the third quarter of 2023 which added approximately 180 bbls/day of oil production for capital of approximately $500,000.
• Pursuant to the Acquisitions, Highwood is positioned as a growth focused oil-weighted producer with strong insider ownership which remains committed to supporting the Company's long-term growth trajectory and prudent use of debt capital.

Notes to Highlights:
(1)	See ‎"Caution Respecting Reserves Information"‎ and ‎‎"Non-GAAP and other Specified Financial Measures"‎.
(2)	Based on Management's projections (not Independent Qualified Reserves Evaluators' forecasts) and applying the following pricing ‎assumptions: WTI: ‎‎US$70.00/bbl; ‎‎WCS Diff: ‎US$14.00/bbl; MSW Diff: ‎‎US$3.50/bbl; AECO: C$2.75/GJ; 0.74 CAD/USD‎. Management ‎projections are used in place of ‎ Independent Qualified Reserves Evaluators' ‎‎‎forecasts as Management believes it provides investors with valuable ‎‎information concerning the liquidity of the Company.‎ ‎Cash flow ‎figures assume completion of the Acquisitions on July 1, 2023 and illustrative ‎hedges for total of ‎‎‎65% of net after ‎‎‎royalty Proved Developed ‎Producing reserves production‎.‎

Summary of Financial & Operating Results

	Three months ended September 30,					Nine months ended September 30,
	2023		2022	%		2023		2022	%
Financial (in thousands)
Petroleum and natural gas sales	$ 15,894	$	$ 1,135	1,300		$      17,580		$      3,411	415
Transportation pipeline revenues	774		842	(8)		2,203		2,486	(11)
Total revenues, net of royalties^(1)	8,870		1,720	416		12,121		4,791	153
Income (Loss)	(1,014)		241	(521)		(1,641)		2,184	(175)
Funds flow from operations^(5)	5,916		485	1,120		6,060		1,086	453
Adjusted EBITDA^(6)	7,489		368	1,935		7,406		1,289	475
Capital expenditures	2,917		1,526	91		4,030		1,683	139
Net debt ^(2)						89,696		(367)	-
Shareholder's equity (end of period)						56,676		10,508	439
Shares outstanding (end of period)						15,013		6,014	150
Weighted-average basic shares						7,955		6,014	32
outstanding
Operations ^(3)
Production
Crude oil (bbls/d)	1,359		116	1,071		530		111	378
NGLs (boe/d)	305		-	-		103		-	-
Natural gas (mcf/d)	4,785		-	-		1,613		-	-
Total (boe/d)	2,425		116	1,989		889		111	702
Average realized prices^(4)
Crude oil (Cdn$/bbl)	109.07		106.27	3		105.87		112.65	(6)
NGL (Cdn$/boe)	39.75		-	-		39.75		-	-
Natural gas (Cdn$/mcf)	2.59		-	-		2.59		-	-
Upstream Operating netback (per BOE)	41.01		45.79	(10)		40.29		48.41	(17)

^(1)	Includes unrealized gain and losses on commodity contracts
^(2)	Net debt consists of bank debt, promissory note, long-term accounts payable and accrued liabilities and working capital surplus (deficit) excluding commodity contract assets and/or liabilities, current portion of decommissioning liabilities and lease liabilities
^(3)	For a description of the boe conversion ratio, see "Basis of Barrel of Oil Equivalent".
^(4)	Before hedging.
^(5)	See "Non-GAAP and other Specified Financial measures".

The operating results of the three and nine months ended September 30, 2023 include the impact of the Acquisitions from the closing date of August 3, 2023.

2023 Third Quarter Operations

With the continued strong commodity prices and increased interest in Canadian energy, the Company's primary focus in the third quarter was closing the Acquisitions and transitioning the acquired assets into Highwood. The Company also focused on beginning the execution of Highwood's capital development program and spud the initial MLOH well in September. The Company will continue to review and assess opportunities which are accretive to the Company as Highwood seeks to grow this segment of its operations. The Company will also assess land offerings in strategic areas where the Company sees significant growth opportunities.

Outlook

Highwood anticipates allocating its organic Free Cash Flow after sustaining capital on a 50:50 basis to support organic production growth of approximately 25% while also expecting to reduce Net Debt by approximately 25%, achieving Net Debt / ‎‎2024E EBITDA of under 0.8x in the next 12 months.

The primary focus over the near term is the execution of the Company's capital program and growth strategy while reducing the Company's Net Debt.

As of the date of this MD&A, the Company is drawn approximately $73.5 million on its new credit facility which provides considerable financial and operational flexibility. As the Company continues to see a generational opportunity to acquire high quality producing assets at cyclically low valuations, which have considerable unbooked upside that can be unlocked using horizontal multi-lateral and stage fracking technologies, it remains dedicated to pursuing accretive acquisitions through the balance of the year and into 2024. The Company is currently engaged in several encouraging dialogues regarding various other acquisitions and potential strategic partnership opportunities.

Corporately, the Company is dedicated to building a growing profile of Free Cash Flow, on a per share basis, while using prudent leverage, to provide it maximum flexibility for organic growth and / or other strategic M&A opportunities.

Highwood is continuing to evaluate its undeveloped lands for drilling opportunities and is planning to actively drill while commodity prices support the capital.

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

Cautionary Note Regarding Forward-Looking Information

This news release contains certain statements and information, including forward-looking statements within the meaning of the "safe harbor" provisions of applicable securities laws, and which are collectively referred to herein as "forward-looking statements". The forward-looking statements contained in this news release are based on Highwood's current expectations, estimates, projections and assumptions in light of its experience and its perception of historical trends. When used in this news release, the words ‎"seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", ‎‎"could", "might", "should", "believe" and similar expressions, as they relate to Highwood or the Acquisitions, are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Actual operational and financial results may differ materially from Highwood's expectations contained in the forward-looking statements as a result of various factors, many of which are beyond the control of the Company.

Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur and may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Forward-looking statements may include, but are not limited to, statements with respect to:

• anticipated benefits of the Acquisitions, including anticipated acquisition metrics used in this news release;
• the Company's expectations with respect to Highwood's financial and operational results following completion of the Acquisitions;
• the Company's estimates of the drilling locations inventory and tax pools associated with the Acquisitions;
• the Company's expectations regarding capacity of infrastructure associated with its business and the businesses of Shale, Boulder and Castlegate;
• anticipated operational results for 2023 and 2024 and beyond, including, but not limited to, estimated or anticipated production levels, decline rates, capital expenditures and sources of funding thereof, drilling plans and other information discussed in this news release;
• anticipated financial results of the Company in 2023 and 2024 and beyond following completion of the Acquisitions, including but not limited to, Adjusted EBITDA, Free Cash Flow, field net operating income, and net debt;
• the performance characteristics of the Company and the oil and natural gas properties subject to the Acquisitions and new wells;
• the quantity of the Company's and the acquired businesses' oil and natural gas reserves and anticipated future cash flows from such reserves;
• the Company's expectations regarding commodity prices and costs;
• the Company's expectations regarding supply and demand for oil and natural gas;
• expectations regarding the Company's ability to raise capital and to continually add to reserves through acquisitions and development;
• the Company's expectation regarding its ability to return of capital to shareholders;
• treatment under governmental regulatory regimes and tax laws;
• fluctuations in depletion, depreciation, and accretion rates;
• expected changes in regulatory regimes in respect of royalty curves and regulatory improvements and the effects of such changes; and
• Highwood's business and acquisition strategy, the criteria to be considered in connection therewith and the benefits to be derived therefrom.

These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties that could cause actual events or results to differ materially, including, but not limited to:

• failure to realize the anticipated benefits of acquisitions, including results and/or synergies of each of the Acquisitions;
• unexpected costs or liabilities related to each of the Acquisitions;
• volatility in market prices for oil and natural gas;
• operational risks and liabilities inherent in oil and natural gas operations;
• uncertainties associated with estimating oil and natural gas reserves;
• changes in royalty regimes;
• competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel;
• incorrect assessments of the value of benefits to be obtained from acquisitions and exploration and development programs;
• unforeseen difficulties in integrating assets acquired through acquisitions (including each of the Acquisitions) into the Company's operations;
• that the Company's ability to maintain strong business relationships with its suppliers, service providers and other third parties will be maintained;
• geological, technical, drilling and processing problems;
• fluctuations in foreign exchange or interest rates and stock market volatility;
• liquidity;
• commodity price volatility and adverse general economic, political and market conditions;
• the accuracy of oil and gas reserves estimates and estimated production levels as they are affected by exploration and development drilling and estimated decline rates;
• the uncertainties in regard to the timing of Highwood's exploration and development program;
• fluctuations in the costs of borrowing;
• political or economic developments;
• uncertainty related to geopolitical conflict;
• ability to obtain regulatory approvals; and
• the results of litigation or regulatory proceedings that may be brought against the Company;
• changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry.

In addition, 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 can be profitably produced in the future.

There are numerous uncertainties inherent in estimating quantities of oil and natural gas and the future cash flows attributed to such reserves. The reserves and associated cash flow information set forth herein are estimates only. In general, estimates of economically recoverable oil and natural gas 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 reserves and resources recovery, timing and amount of capital investments, 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 oil and natural gas 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 evaluators, or by the same evaluators at different times, may vary. The actual production, revenues, taxes and development and operating expenditures of the Company with respect to its reserves will vary from estimates thereof and such variations could be material. This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about the Company's prospective Adjusted EBITDA, Free Cash Flow, Field Cash Flow and Field NOI, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this news release was made as of the date of this news release and was provided for the purpose of describing the anticipated effects of the Offering and each of the Acquisitions on the Company's business operations. Highwood's actual results, performance or achievement could differ materially from those expressed in, or implied by, such FOFI. The Company disclaims any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this Prospectus Supplement should not be used for purposes other than for which it is disclosed herein.

Changes in forecast commodity prices, differences in the timing of capital expenditures and variances in average production estimates can have a significant impact on the key performance metrics included in the Company's guidance for the fourth quarter of 2023 and full year 2024 contained in this news release. The Company's actual results may differ materially from such estimates.

With respect to forward-looking statements contained in this news release, the Company has made assumptions regarding, among other things: the ability of the Company to achieve anticipated benefits from the Acquisitions; that commodity prices will be consistent with the current forecasts of its engineers; field netbacks; the accuracy of reserves estimates; average production rates; costs to drill, complete and tie-in wells; ultimate recovery of reserves; that royalty regimes will not be subject to material modification; that the Company will be able to obtain skilled labour and other industry services at reasonable rates; the performance of assets and equipment; that the timing and amount of capital expenditures and the benefits therefrom will be consistent with the Company's expectations; the impact of increasing competition; that the conditions in general economic and financial markets will not vary materially; that the Company will be able to access capital, including debt, on acceptable terms; that drilling, completion and other equipment will be available on acceptable terms; that government regulations and laws will not change materially; that royalty rates will not change in any material respect; and that future operating costs will be consistent with the Company's expectations.

Although Highwood believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct.

Readers are cautioned not to place undue reliance on such forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur and the predictions, forecasts, projections and other forward-looking statements may not occur, which may cause Highwood's actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by this news release.

A more complete discussion of the risks and uncertainties facing Highwood is disclosed in Highwood's continuous disclosure filings with Canadian securities regulatory authorities at www.sedarplus.ca. All forward-looking information herein is qualified in its entirety by this cautionary statement, and Highwood disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events, or developments, except as required by law.

Caution Respecting Reserves Information

Basis of Barrels of Oil Equivalent –  In this news release, the abbreviation boe means a barrel of oil equivalent on the basis of 1 boe to 6.29 Mcf of natural gas when converting natural gas to boes. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6.29 Mcf to 1 boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Additionally, given the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6.29:1, utilizing a conversion ratio at 6:1 may be misleading.

References to "liquids" in this news release refer to, collectively, heavy crude oil, light crude oil and medium crude oil combined, and natural gas liquids.

Non-GAAP and other Specified Financial Measures

This news release may contain financial measures commonly used in the oil and natural gas industry, including "Field Net ‎‎Operating Income" and "Adjusted EBITDA". These financial measures do not have any standardized meaning under IFRS ‎‎and therefore may not be comparable to similar measures presented by other companies. Readers are cautioned that these ‎‎non-IFRS measure should not be construed as an alternative to other measures of financial performance calculated in ‎‎accordance with IFRS. These non-IFRS measures provides additional information that Management believes is meaningful ‎‎in describing the Company's operational performance, liquidity and capacity to fund capital expenditures and other ‎‎activities. Management believes that the presentation of these non-IFRS measures provide useful information to investors ‎‎and shareholders as the measures provide increased transparency and the ability to better analyze performance against ‎‎prior periods on a comparable basis.‎

‎"Adjusted EBITDA" is calculated as cash flow ‎from (used in) operating activities, adding back changes in non-cash ‎working capital, decommissioning obligation ‎expenditures, transaction costs and interest expense. The Company considers ‎Adjusted EBITDA ‎to be a key capital management measure as it is both used within certain financial covenants anticipated ‎to be prescribed ‎under the New Credit Facilities and demonstrates Highwood's standalone profitability, operating and ‎financial ‎performance in terms of cash flow generation, adjusting for interest related to its capital structure. The most ‎directly ‎comparable GAAP measure is cash flow from (used in) operating activities. ‎

"EBITDA" is a non-GAAP financial measure and may not be comparable with similar measures presented by other companies. EBITDA is used as an alternative measure of profitability and attempts to represent the cash profit generated by the Company's operations. The most directly comparable GAAP measure is cash flow from (used in) operating activities. EBITDA is calculated as cash flow from (used in) operating activities, adding back changes in non-cash working capital, decommissioning obligation expenditures and interest expense.

‎"Field Cash Flow" Field Cash Flow is used to assess the profitability of the Company's operations on a unit basis. The ‎most ‎directly comparable GAAP measure is ‎cash flow from (used in) operating activities. Field Cash Flow is calculated as ‎‎cash flow from (used in) operating activities, adding back decommissioning obligation expenditures and any costs ‎incurred ‎at the corporate level, divided by production. There are no general and administrative expenses included in Field ‎Cash ‎Flow as those costs are incurred at the corporate level.‎

‎"Field Net Operating Income" or "Field NOI" is used a measure to calculate NOI at the field level. The most directly ‎comparable GAAP measure is cash flow from (used in) operating activities. Field NOI is calculated as cash flow from (used ‎in) operating activities, adding back decommissioning obligation expenditures and any costs incurred at the corporate ‎level. There are no general and administrative expenses included in Field Cash Flow as those costs are incurred at the ‎corporate level.‎

‎"Free Cash Flow" or "FCF" is used as an indicator of the efficiency and liquidity of the Company's business, measuring ‎its ‎funds after capital expenditures available to manage debt levels, pursue acquisitions and assess the optionality to ‎pay ‎dividends and/or return capital to shareholders though activities such as share repurchases. The most directly ‎comparable ‎GAAP measure is cash flow from (used in) operating activities. Free Cash Flow is calculated as cash flow ‎from (used in) ‎operating activities, less interest, office lease expenses, cash taxes and capital expenditures.‎‎

‎"Net Debt" represents the carrying value of the Company's debt instruments, including outstanding deferred acquisition ‎payments, net of Adjusted working capital. The ‎Company uses Net Debt as an alternative to total outstanding debt as ‎Management believes it provides a more accurate ‎measure in assessing the liquidity of the Company. The Company believes ‎that Net Debt can provide useful information ‎to investors and shareholders in understanding the overall liquidity of the ‎Company.‎

"Net Debt / 2024E EBITDA" is calculated as net debt at the ending period of each financial quarter divided by the 2024E ‎Adjusted EBITDA. The Company believes that Net Debt / 2024E Adjusted EBITDA is useful information to investors ‎and ‎shareholders in understanding the time frame, in years, it would take to eliminate Net Debt based on 2024E Adjusted ‎EBITDA.‎

"NOI" is calculated as Net Income plus taxes, interest and excluding gains (losses) on disposals. The most directly ‎‎comparable GAAP measure is Net Income. NOI provides a useful measure of the profitability of the Company's regular ‎‎operations.‎

"Upstream Operating netback (per BOE)" is calculated as the realized price per boe, less royalties associated with the sale of petroleum and natural gas products on a per boe basis, less the operating costs associated with the production on a per boe basis. The Company believes that Upstream Operating netback (per BOE) is a useful measure of the profit that is made from each barrel of production.

All dollar figures included herein are presented in Canadian dollars, unless otherwise noted.

SOURCE HIGHWOOD ASSET MANAGEMENT LTD.

Joel MacLeod, Executive Chairman, 403.719.0499, [email protected]