Mr. Don Crossley reports

ACME ENTERS INTO AMALGAMATION AGREEMENT TO ACQUIRE CANADIAN GLOBAL ENERGY CORP., A HOLDER OF AN OFFSHORE HYDROCARBON RECONNAISSANCE LICENSE, LIBERIA

Acme Gold Company Ltd. has entered into a definitive amalgamation agreement dated Dec. 20, 2024, with Canadian Global Energy Corp., an arm's-length private oil and gas company, pursuant to which the company, through its newly formed subsidiary (Acme Subco), will acquire all of the issued and outstanding common shares of Canadian Global as further described in the company's news releases dated Nov. 5, 2024, and Dec. 6, 2024. Upon closing, the transaction will constitute an arm's-length reverse takeover of the company by Canadian Global under the policies of the TSX Venture Exchange. Pursuant to the amalgamation agreement, Acme Gold intends to voluntarily delist from the Canadian Securities Exchange and will apply for listing on the TSX-V. In connection with closing of the transaction, Acme Gold will change its name to BluEnergies Ltd. or such other name as may be agreed upon by the parties, and the resulting issuer of the transaction is anticipated to be a Tier 2 oil and gas issuer listed on the TSX-V.

The transaction is subject to a number of terms and conditions as set forth in the amalgamation agreement, including, among other things, approval of the shareholders of Canadian Global and the acceptance of the TSX-V and, if applicable, the CSE.

Pursuant to the amalgamation agreement, the parties will complete a three-cornered amalgamation whereby Acme Subco will amalgamate with Canadian Global, such that, upon completion of the transaction, the resulting issuer will hold all of the issued and outstanding shares in the capital of the corporation that results from the amalgamation. All of the outstanding common shares of Canadian Global will be exchanged for common shares of the resulting issuer on a one-for-1,600 basis, postconsolidation (as defined below). Subject to applicable laws and TSX-V policies (including required escrow or seed share restrictions), it is anticipated that all resulting issuer shares issued to the former holders of the Canadian Global shares on closing of the transaction will be freely tradable pursuant to applicable securities laws in Canada.

The transaction is conditional upon, among other customary conditions:

• The representations and warranties of each of Acme Gold and Canadian Global, as set out in the amalgamation agreement, being true and correct in all material respects at the closing of the transaction;
• The absence of any material adverse change in the business of each of the parties;
• The parties receiving all requisite regulatory approval, including the acceptance of the TSX-V and, if applicable, the CSE, and any third party approvals and authorizations;
• Canadian Global obtaining the requisite shareholder approvals for the transaction;
• The parties obtaining requisite board approvals for the transaction;
• The transaction being effective on or prior to April 30, 2025, or such later date as the parties may mutually agree;
• Acme Gold completing a consolidation of the outstanding common shares of Acme Gold on a one-for-two basis;
• Acme Gold completing the name change and the voluntary delisting of its shares from the CSE;
• Canadian Global or Acme Subco, as the case may be, completing a financing of subscription receipts;
• The delivery by each of the parties of customary closing documents.

Upon completion of the transaction, the resulting issuer will carry on the business currently conducted by Canadian Global.

Canadian Global shareholder meeting and information circular

In connection with the transaction, Canadian Global will hold a shareholder meeting in the first quarter of 2025 to seek shareholder approval for the transaction. A management information circular containing additional details about the transaction, the concurrent financing, the assets of Canadian Global, Acme Gold and the resulting issuer following closing of the transaction, among other information, will be prepared by Canadian Global, with the assistance of the company, in accordance with TSX-V policies and delivered to Canadian Global's shareholders in advance of the meeting. The information circular will be filed on Acme Gold's profile on SEDAR+.

Trading halt

Trading in the common shares of Acme Gold has been halted and will remain halted on the CSE pending closing of the transaction. Upon closing of the transaction, it is anticipated that the resulting issuer shares will commence trading on the TSX-V.

We seek Safe Harbor.