NG Energy announces definitive agreement for the sale of a 40% working interest in SINU-9 for US$150 million

NG Energy International release

CALGARY, AB, February 10, 2025 – NG Energy International Corp. (“NGE” or the “Company”) (TSXV: GASX) (OTCQX: GASXF) is pleased to announce that further to its news release dated January 20, 2025, it has entered into a definitive asset purchase agreement (the "APA") with Etablissements Maurel & Prom S.A. ("Maurel & Prom" or "M&P") for the sale of a 40% operating working interest in the Sinu-9 Block ("Sinu-9") for total cash consideration of US$150 million (the "Transaction"). The transfer of the 40% operating working interest in Sinu-9 to M&P is effective as of February 1, 2025. 

Sinu-9 

Sinu-9 covers an area of approximately 311,353 acres in the Department of Cordoba, Colombia, and is fully permitted with environmental approval granted by the National Authority of Environmental Licences to drill 22 wells from 11 locations. As of December 31, 2023, Sinu-9 has[1],[2]:

• Company gross 1P reserves of 26.7 Bcf (37.0 Bcf project gross) of natural gas;
• Company gross 2P reserves of 114.36 Bcf (158.8 Bcf project gross) of natural gas;
• Company gross 3P reserves of 245.3 Bcf (340.8 Bcf project gross) of natural gas;
• Company gross unrisked best estimate contingent resources (development pending) of 130.2 Bcf; and
• Company gross unrisked best estimate prospective resources of 131.0 Bcf.

Prior to the Transaction, the Company held a 72% operating working interest in Sinu-9. Following the Transaction and the sale of the 40% effective operating working interest in Sinu-9 to M&P, the Company holds a 32% effective operating working interest in Sinu-9.

Brian Paes-Braga, Chairman and Chief Executive Officer, commented, “We are very pleased to have had our team work quickly and effectively with the Maurel & Prom teams to finalize negotiations and get all the required definitive documents completed over the past two weeks in order to consummate this important partnership in a timely manner. Both NGE's and Maurel & Prom's technical and operational teams have already been working closely together and will continue to from this day forward, which was a critical part of this partnership. Working closely with the Maurel & Prom team recently has made it ever more clear to me that this partnership will urgently, and sustainably, bear fruit for all stakeholders as we unlock this giant oil and gas concession for all Colombians. We look forward to informing shareholders of our updated 2025 work program shortly.”

The Transaction

In consideration for the 40% operating working interest in Sinu-9, the Company will receive total cash consideration of US$150,000,000, payable as follows: (i) US$20,000,000 to be paid as an initial payment (the "Initial Payment"); and (ii) US$130,000,000 upon Completion, being no later than five (5) business days after the date on which all the conditions precedent to the Transaction have been satisfied or waived by the applicable party, subject to the terms of adjustment outlined in the APA. The Company has agreed that US$10,000,000 from the Initial Payment will be used exclusively in respect of the operations at Sinu-9.

In connection with the Transaction, the Company has granted M&P the irrevocable right to purchase an additional 5% operating working interest in Sinu-9 for a period of twelve (12) months from Completion on the same terms and conditions as the Transaction.

Completion is expected to occur as soon as reasonably practicable, but in any event, not later than December 31, 2025, and is conditional on the satisfaction or waiver of all the conditions precedent outlined in the APA, including but not limited to, obtaining all necessary regulatory approvals, including the approval of the Colombian National Hydrocarbons Agency (the “ANH”).

The Transaction was negotiated by parties who are dealing at arm's length with each other and, therefore, in accordance with the policies of the TSX Venture Exchange, is an Arm's Length Transaction, as defined in the TSXV Corporate Finance Manual.

Additional details regarding the Transaction can be found in the APA, which will be made available on the Company’s profile on SEDAR+ at www.sedarplus.ca.

BofA Securities, Inc. and Peters & Co. Limited acted as lead financial advisors to the Company in connection with the Transaction.

Wildeboer Dellelce LLP and Penningtons Manches Cooper LLP acted as legal counsel to the Company in connection with the Transaction.