Mr. Don Crossley reports

ACME ANNOUNCES FINANCING IN CONNECTION WITH ACQUISITION OF CANADIAN GLOBAL ENERGY CORP.

Further to the press releases issued Nov. 5, 2024, Dec. 6, 2024, and Dec. 20, 2024, Acme Gold Company Ltd. has released the terms of the non-brokered private placement financing being conducted in connection with the company's proposed reverse takeover to acquire Canadian Global Energy Corp., an arm's-length private oil and gas company. The transaction would result in CGE shareholders holding approximately 87 per cent of Acme, on a non-diluted basis and prior to giving effect to the financing, which would constitute a reverse takeover of Acme by CGE. In connection with closing of the transaction, Acme/CGE will change its name to BluEnergies Ltd., and the resulting issuer of the transaction is anticipated to be a Tier 2 oil and gas issuer listed on the TSX Venture Exchange.

Financing

Pursuant to the terms of the financing, Acme will issue up to five million subscription receipts, on a postconsolidation basis, at a price of 40 cents per subscription receipt, for aggregate gross proceeds of approximately $2-million. Immediately prior to the transaction, on satisfaction of the escrow release conditions (as defined below), each subscription receipt will be automatically exercised, for no further consideration and with no further action on the part of the holder thereof, to acquire one unit of the resulting issuer, with each resulting issuer unit comprising one common share of the resulting issuer and one common share purchase warrant of the resulting issuer. Each resulting issuer warrant will be exercisable to acquire one resulting issuer share at a price of 75 cents per share for a period of two years from the date of issuance, subject to adjustment in certain circumstances. Upon completion of the transaction and the listing on the TSX Venture Exchange, in the event that the moving volume-weighted average trading price of the resulting issuer shares for any period of 20 consecutive trading days on the TSX-V equals or exceeds $1.50, the resulting issuer may, within 10 business days of the occurrence of such event, provide written notice to the holders of the resulting issuer warrants by way of a news release, accelerating the expiry date to the date that is 30 days following the date of such notice.

On closing of the financing, the gross proceeds of the financing will be deposited in escrow with Endeavor Trust Corp. as escrow agent, pending satisfaction of certain conditions, including, amongst others, the satisfaction or waiver of each of the conditions precedent to the transaction. Finders' fees may be payable in connection with the financing in accordance with the policies of the Canadian Securities Exchange.

All securities issued by Acme in connection with the financing will be subject to a hold period of four months and a day after the closing date of the financing.

Following the closing of the financing, if the escrow release conditions are not met on or before April 30, 2025, the subscription receipts will be cancelled, and holders of subscription receipts will be returned a cash amount equal to the issue price of the subscription receipts.

Following the completion of the financing, the satisfaction of the escrow release conditions and the completion of the transaction, the resulting issuer anticipates it will use the proceeds of the financing principally to meet the minimum listing requirements of the TSX-V and to conduct oil and gas exploration operations and exploration opportunities offshore of the Republic of Liberia, as well as for general corporate and working capital purposes.

We seek Safe Harbor.