Mr. James Deckelman reports

BLUENRGIES LTD. (FORMERLY ACME GOLD COMPANY LIMITED) ANNOUNCES CLOSING OF REVERSE TAKEOVER TRANSACTION

BluEnergies Ltd. (formerly Acme Gold Company Ltd.) has completed the previously announced transaction with Canadian Global Energy Corp. (CGE), an arm's-length private oil and gas company, pursuant to an amalgamation agreement dated Dec. 20, 2024, among the company, its wholly owned subsidiary, 1517742 B.C. Ltd. (Newco), and CGE, as amended on March 12, 2025, whereby, amongst other things, the company acquired all of the issued and outstanding common shares of CGE by way of a three-cornered amalgamation in accordance with the provisions of the Business Corporations Act (British Columbia) (the BCBCA), as further described below. The transaction constituted a reverse takeover of the company by CGE pursuant to Policy 5.2 of the TSX Venture Exchange, as following the closing of the transaction, there was a change of control and the former shareholders of CGE own a majority of the outstanding common shares of the company.

The resulting issuer shares (as defined below) have been conditionally approved for listing on the TSX-V under the symbol BLU and the company has applied to voluntarily delist its common shares from the Canadian Securities Exchange (the CSE). The listing remains subject to final approval by the TSX-V and fulfilment of all of the requirements of the TSX-V in order to obtain such approval, including, among other things, submission and acceptance of all documents requested by the TSX-V in its conditional acceptance letter. The company anticipates that the resulting issuer shares will be delisted from the CSE on or around the close of markets on April 11, 2025, and effecting the listing, including anticipated trading on the TSX-V under the symbol BLU on or around the opening of markets on April 14, 2025.

In connection with the transaction and pursuant to TSX-V requirements, the company has filed the management information circular of CGE dated March 24, 2025, on the company's SEDAR+ profile. Readers are strongly encouraged to review the information circular for full details on the transaction and the company.

The transaction

Immediately prior to the completion of the transaction, the company changed its name from Acme Gold Company Ltd. to BluEnergies Ltd. in accordance with the provisions of the BCBCA and completed a consolidation of its common shares on the basis of two preconsolidation common shares for every one postconsolidation common share. An aggregate of 46,115,200 common shares of the company were issued in exchange for all of the issued and outstanding common shares of CGE on the basis of 1,600 postconsolidation common shares of the company for each issued and outstanding CGE share. Following completion of the transaction, the company has an aggregate of 64,093,250 common shares issued and outstanding. Additionally, the company has the following convertible securities issued and outstanding: (i) 5.05 million stock options to purchase resulting issuer shares (including 4.6 million granted on closing of the transaction, as described below); (ii) 7,883,050 common share purchase warrants to purchase resulting issuer shares; and (iii) 126,900 broker warrants to purchase resulting issuer shares. For further details regarding the capitalization of the company, please see the information circular.

Escrowed shares

In connection with the transaction, certain shareholders of the company have entered into a Tier 2 value escrow agreement with the company and Endeavor Trust Corp., as escrow agent, in respect of 19,312,000 resulting issuer shares. Under the terms of the value escrow agreement, 10 per cent of such escrowed securities will be released upon the issuance of the final bulletin of the TSX-V with subsequent 15 per cent releases occurring on each of the six, 12, 18, 24, 30 and 36 months following the final bulletin of the TSX-V, respectively.

Certain shareholders of the company are subject to seed share resale restrictions (SSRRs) in respect of 26,563,200 resulting issuer shares. However, under the terms of the amalgamation agreement, such resulting issuer shares will be held pursuant to voluntary pooling, which supersedes the SSRRs, with an initial release of 15 per cent from pooling on the date of listing, 20-per-cent releases from pooling occurring three, six and nine months following the listing date, and a final 25-per-cent release from pooling occurring on the date which is 12 months from the listing date.

Board of directors and executive management

Jason Weber, Ronald Britten and Robert Duncan have resigned from their positions as directors and/or officers of the company concurrent with the completion of the transaction. Donald Crossley has resigned from his position as an officer of the company but will remain in his position as a director. The following individuals were appointed as directors and officers of Blu in connection with the transaction:

• James Deckelman -- chief executive officer and director;
• Vivien Chuang -- chief financial officer;
• Michelle Borthwick -- corporate secretary;
• Sergio Laura -- vice-president, exploration;
• Cyrus Driver -- director;
• Carol Law -- director.

The following sets forth the names, positions and backgrounds for each of the members of the board and management of the company.

James Deckelman, chief executive officer and director

Mr. Deckelman is a skilled explorer with over 25 years of industry experience. He has helped generate over $2-billion in net present value through exploration and asset development in Latin America, the Middle East, Africa, Southeast Asia and North America. The exploration projects he has led, ranging from ultra-deepwater to unconventional oil and gas, have added over one billion barrels of recoverable resources for companies including ConocoPhillips, BP and Talisman Energy. He is experienced in investment evaluation, new asset capture, and delivering production and reserve growth. In Latin America, Mr. Deckelman has led projects and transactions in Colombia, Venezuela, Peru, Ecuador, Brazil, Mexico and Argentina. He is a geologist with a masters in geology from Utah State University and has authored over 15 industry publications focused on Latin America. Among other awards, in 2021 he was recognized as one of "Industry's 100 Who Made a Difference" by the American Association of Petroleum Geologists.

Vivien Chuang, chief financial officer

Ms. Chuang is a chartered accountant (British Columbia, Canada) with more than 15 years of experience in the resource and mining sector. Her experience includes serving as chief financial officer of Azincourt Energy Corp., a uranium developer in the world-class Athabasca basin uranium district of Canada, as well as Muzhu Mining Ltd., a mining exploration company with prospective projects in the Sleeping Giant South project, located in the Abitibi greenstone belt of Quebec and the XWG property in the Henan province of China. Ms. Chuang also served as chief financial officer of Northern Empire Resources Corp., a Nevada-focused mining company that was acquired by Coeur Mining in 2018, Precipitate Gold Corp., K2 Gold Corp. (formerly West Melville Metals Inc.) and Chakana Copper Corp. (formerly Remo Resources Inc.), and has been vice-president, finance, of Fiore Management & Advisory Corp. since February, 2025. Ms. Chuang articled with PricewaterhouseCoopers LLP and holds a bachelor of business administration degree from Simon Fraser University.

Michelle Borthwick, corporate secretary

Ms. Borthwick is a corporate finance and governance professional with over 25 years of experience in senior corporate finance and governance roles providing advice and support to various Canadian publicly listed issuers on the Toronto Stock Exchange, TSX-V, CSE and OTC markets. She is the founder and principal of Peakshore Consulting Inc. since January, 2013, and senior vice-president, corporate finance, of Fiore Management & Advisory Corp. since July, 2020. Prior to this time, she was vice-president, corporate affairs and corporate secretary, of Endeavour Mining Corp. (TSX: EDV), one of the world's leading gold producers and the largest in West Africa. Ms. Borthwick holds a bachelor of arts degree in English and psychology from the University of British Columbia.

Sergio A. Laura, vice-president, exploration

Mr. Laura has over 40 years of experience in the upstream oil and gas industry in Africa, Europe, Southeast Asia and the Middle East. He is an exploration geologist and has held various senior roles, including managing director at Eni Cote d'Ivoire, vice-president of West Africa exploration at Eni SpA and managing director at Eni India Ltd. His career highlights include his time at Eni SpA where he contributed to the significant oil and gas discovery of Baleine deep offshore Ivory Coast for which he received the Officier de l'Ordre du Merit Ivoirien award, being the highest state honour of Ivory Coast and is awarded to those who have highly distinguished themselves to the service to the state. Mr. Laura's extensive experience spans exploration management, business advisory and leadership roles in multiple countries, showcasing his expertise and dedication to the industry. Mr. Laura earned a master's degree in geology from the University of Genoa.

Donald Crossley, director

After graduating with a bachelor of commerce degree from University of British Columbia, Mr. Crossley obtained his Canadian Chartered Professional Accountant designation, and worked for several years with KPMG LLP, one of the big four accounting firms providing full-service audit, tax and advisory services globally. He has been involved with a variety of public companies over the past 35 years holding positions as a director, chief executive officer and chief financial officer, while also providing management services.

Cyrus Driver, director

Mr. Driver is a highly experienced chartered accountant with expertise in finance, taxation and other accounting related matters, as well as an extensive understanding of the securities industry and its regulations. He was founding partner of the firm Driver Anderson, established in 1982, and a retired partner of Davidson and Company LLP, one of the largest independent chartered professional accounting firms, and one of the largest public auditors in Canada, which merged with Driver Anderson in 2002. Currently, he holds directorial and/or chief financial officer positions with several companies listed on the TSX-V. Mr. Driver has a wide knowledge of the securities industry, enabling him to provide valuable insight and advice with respect to finance, taxation and other accounting related matters.

Carol Law, director

Ms. Law holds a masters in geology from Virginia Polytechnic and State University and brings 40 years of experience in the petroleum industry with roles in leadership, strategic decision making, exploration geology, research and consulting in a variety of geological settings worldwide and has been involved in exploration activities in more than 50 countries. Ms. Law spent the majority of her technical career developing and applying state of the art technology and then leading teams in exploration efforts in basins around the world for major and independent oil companies including Amoco, BP, Kerr McGee and Anadarko. Ms. Law retired in 2011 from her role as exploration manager for East Africa and Caribbean at Anadarko Petroleum, where she led the team which discovered the world-class gas discovery in the offshore Mozambique Rovuma basin. Over the last 14 years, Ms. Law has had roles as chief executive officer/chief operating officer/board member, and adviser for a number of small cap oil and gas companies.

Amendments to the company's option plan

In connection with the listing and in order to comply with the policies of the TSX-V, the company has adopted an amended and restated stock option plan providing for certain amendments to its 10-per-cent rolling stock option plan. The amended option plan was approved by the previous board of directors of the company and the vesting of any stock options granted thereunder will not occur until shareholder approval has been obtained for the amended stock option plan and such stock option grants. The company will seek shareholder approval of the amended stock option plan and all stock option grants thereunder (as described below) at the next annual and special meeting of shareholders, which is expected to be held in early June, 2025.

Option grants

Upon closing of the transaction, the company granted an aggregate of 4.6 million stock options to directors, officers, employees and consultants of the company. Each option is exercisable into one resulting issuer share at an exercise price of 40 cents per share for a period of five years. A total of 460,000 options (10 per cent) shall vest on in early June, 2025, on the date of receipt of shareholder approval of the amended stock option plan, and all stock option grants thereunder, with the remaining 4.14 million vesting in equal thirds every six months beginning on the date that is six months from the date of grant.

Escrow release of financing proceeds

As previously announced on March 4, 2025, the company completed a private placement offering of 7,853,050 subscription receipts at a price of 40 cents per subscription receipt for gross proceeds of $3,153,220. The closing of the transaction satisfied the conditions for the release from escrow of the net proceeds of the concurrent financing to the company and each subscription receipt has automatically converted to a unit of the company consisting of one resulting issuer share and one resulting issuer share purchase warrant. Each resulting issuer warrant is exercisable to acquire one resulting issuer share at a price of 75 cents per share until April 8, 2027, subject to adjustment in certain circumstances. 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 company 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. All of the resulting issuer shares and resulting issuer warrants issued in connection with the concurrent financing are subject to a four-month hold period that will expire on Aug. 9, 2025, pursuant to applicable securities laws.

Finders' fees and commission payable

Other than certain finders' fees and commissions paid in connection with the concurrent financing, which closed on March 4, 2025, and as further described in the information circular, no finders' fees or commissions were payable in connection with the transaction.

Additional information for shareholders

For further information, please refer to the information circular, as well as the news releases dated Nov. 5, 2024, Dec. 6, 2024, Dec. 23, 2024, and March 4, 2025. Further information on Blu is also available on SEDAR+.

We seek Safe Harbor.