Mr. Brian Paes-Braga reports

NG ENERGY ANNOUNCES CLOSING OF SINU-9 TRANSACTIONS

Further to its news releases dated Jan. 20, 2025, Feb. 10, 2025, July 3, 2025, and Dec. 29, 2025, NG Energy International Corp. has successfully closed its transactions with:

• Etablissements Maurel & Prom SA (M&P) for the sale of a 40-per-cent operating working interest in the Sinu-9 block for total cash consideration of $150-million (U.S.);
• The minority partners at the Sinu-9 block, together with Maurel & Prom, for the acquisition of a collective 28-per-cent working interest in the Sinu-9 block.

As a result of the closing of the Sinu-9 transactions, NG Energy now holds a 39-per-cent non-operating working interest and Maurel & Prom holds a 61-per-cent operating working interest in the Sinu-9 block.

Closing of the Sinu-9 transactions

In connection with closing of the M&P transaction, the company and M&P agreed to revised payment terms. While the total consideration payable by M&P to the company remains $150-million (U.S.), with initial payments of $40-million (U.S.) already having been received by the company, the company and M&P have agreed to the following revised payment structure with respect to the remaining $110-million (U.S.) payable to the company:

• $25-million (U.S.) was paid to the company in connection with closing the M&P transaction;
• $42.5-million (U.S.) will be paid to the company three months from closing (April 5, 2026);
• $42.5-million (U.S.) will be paid to the company six months from closing (July 5, 2026).

M&P's irrevocable right to purchase an additional 5-per-cent working interest in the Sinu-9 block until Jan. 5, 2027, remains unchanged (the call option). The call option is subject to adjustments for cash flows from the effective date of Feb. 1, 2025.

In connection with closing of the minority partner transactions, the company, M&P and the minority partners agreed to revised payment terms. The overall consideration payable by the company has been reduced to approximately $24-million (U.S.).

2026 development plan

The joint operation for the Sinu-9 Block anticipates drilling six wells in 2026, starting with Hechicero-1X this month, as the partners endeavour to meaningfully add natural gas production to Colombia's undersupplied marketplace. This aligns with continuing infrastructure expansions for the block in partnership with Infraes SAS ESP, with the initial loop of the pipeline expected to be completed by Q2 2026, increasing transportation capacity to 40 million cubic feet per day.

Net capital expenditures to the company for 2026 are anticipated to be approximately $50-million (U.S.) and include the company's contribution to the six wells planned to be drilled at Sinu-9 as well as one additional well (Aruchara-5) at Maria Conchita, which will be spudded this month.

These developments position NG Energy for continued execution of its strategy, increasing production volumes and cash flow from its high-quality natural gas assets while capitalizing on premium pricing in the Colombian market.

Commencement of normal course issuer bid

The company is pleased to announce that it has filed with the TSX Venture Exchange a revised notice of intention to make a normal course issuer bid (NCIB) to purchase, for cancellation, up to 17,661,657 common shares in the capital of the company, which represents up to 10 per cent of the company's public float, over a 12-month period. As of the date of this news release, the company has 260,062,590 common shares issued and outstanding.

The company expects the NCIB to commence today, subject to acceptance by the TSX-V, and, as such, the NCIB will terminate on Jan. 5, 2027, or such earlier date on which purchases under the NCIB have been completed (the bid term). Purchases of common shares under the NCIB will be made through the facilities of the TSX-V in accordance with TSX-V requirements. During the past 12 months, the company has not purchased any common shares under a normal course issuer bid through the facilities of the TSX-V.

Common shares acquired by the company under the NCIB will be purchased at the market price at the time of purchase and will be purchased on behalf of the company by Haywood Securities Inc., the company's broker in connection with the NCIB. During the bid term, the aggregate total of all purchases made by the company in the preceding 30 days will not exceed 2 per cent of the total issued and outstanding common shares at the time the purchases are made.

The company is pursuing the NCIB as it believes that, from time to time, its common shares may trade in price ranges that do not fully reflect their value; therefore, the company's board of directors has determined that acquiring such common shares would be an attractive and desirable use of the company's available funds in light of the potential benefits to remaining shareholders.

Proposed director nominees for coming annual general and special meeting

In connection with the company's annual general and special meeting of shareholders scheduled for Jan. 22, 2026, management proposes to fix the number of directors at seven and nominate a highly qualified slate that enhances governance and strategic oversight. The proposed nominees include continuing directors Brian Paes-Braga (executive chairman), Brian T. O'Neill, Don Sewell and Patricia Herrera Paba, along with three accomplished new nominees: Keith Hill (vice-chairman), Paul Saad and Jorge Fonseca Chaumer (chief executive officer). Ronald Pantin and Humberto Calderon Berti will not stand for re-election.

Mr. Hill, with more than 35 years in the oil and gas industry, including over 25 years with the Lundin Group, offers deep expertise in international new venture management and exploration. He has held senior roles at Occidental Petroleum and Shell Oil Company and previously served as president and chief executive officer of Africa Oil Corp., Valkyries Petroleum, Shamaran Petroleum, Pearl Resources and Bayou Bend Petroleum. With a master of science in geology and an MBA in international finance, his extensive experience in international exploration and development of high-impact projects will strengthen the board's oversight of the company's aggressive 2026 drilling and production growth plans.

Mr. Saad, a seasoned entrepreneur and chartered accountant, has founded and led multiple successful businesses in the fast-moving consumer goods, food and nutraceutical sectors. He founded Futurelife, a leading functional food company, serving as its chief executive officer for over 15 years before its sale to a publicly listed U.S.-based entity. Mr. Saad's expertise spans manufacturing, supply chain management, brand development, corporate structuring and international expansion. Holding degrees in auditing, financial accounting, management accounting and advanced taxation from the University of KwaZulu-Natal, his strategic acumen will bolster NG Energy's governance and support its pursuit of operational excellence and sustainable growth in the energy transition space.

Mr. Fonseca, currently serving as the company's chief executive officer, has been instrumental in advancing the company to where it is today and brings over 24 years of experience in the oil and gas and investment banking sectors and has extensive in-country experience in Colombia. Prior to NG Energy, Mr. Fonseca served as structure trade finance director for the oil bench in Europe, the Middle East and Africa for British Petroleum. He has worked at BP PLC, Frontera Energy Corp., Pacific Rubiales Energy Corp., Citigroup Inc., BBVA SA and Corporacion Andina de Fomento (CAF). His experience encompasses corporate finance, structured finance, project finance, mergers and acquisitions, initial public offerings, debt capital markets, bond issuance, corporate restructuring, derivatives, treasury management, and more. He has been a part of leading and closing cross-border transactions amounting to over $22-billion (U.S.), in aggregate.

These proposed changes position the company with a refreshed and diverse board focused on strong operational performance and long-term shareholder value through responsible development of its natural gas assets.

Mr. Paes-Braga, executive chairman of NG Energy, stated: "The completion of this landmark transaction with M&P represents a foundational milestone in our company's history. It delivers significant funding to fast-track development at Sinu-9 while allowing for maximum balance sheet flexibility as we optimize our capital allocation strategy both organically and opportunistically in the region. Partnering with a global operator like Maurel & Prom at Sinu-9 is transformative for NG Energy and the vast potential of the over-300,000-acre Sinu-9 concession, enabling us to retain a meaningful ownership position while gaining a respected partner with proven operational expertise both in-country and internationally. We anticipate this will enhance both the speed and confidence in realizing the full value of one of Colombia's most substantial gas fields. This collaboration strengthens our operational capabilities and reaffirms our focus on generating sustained shareholder value through efficient acquisition, appraisal, development and monetization of early-stage energy resources in the Americas. Consolidating our interests marks an important advance in deepening our relationship with Maurel & Prom and pursuing our common goals for the block, ultimately benefiting Colombia's energy sector."

Mr. Paes-Braga continued: "We would like to extend our sincere thanks to Ronald Pantin and Humberto Calderon Berti for their dedicated service and valuable contributions to the board of the company over the years. We are also pleased to propose a strong slate of director nominees, which will support our next phase of growth plans, including Jorge, Paul and Keith, and look forward to welcoming these highly esteemed individuals, whose combined expertise will further solidify our continued execution of our in-country and regional strategy and delivery of shareholder value. It is a transformational moment for NG Energy and the energy sector in Latin America."

Mr. Fonseca, chief executive officer of NG Energy, added: "With M&P as Sinu-9 operator and our aligned interests, we are well positioned to execute an aggressive drilling program in 2026, including six wells at Sinu-9 and one well at Maria Conchita. With key infrastructure now in place, this program is expected to deliver strong operational performance, dramatically increase production volumes and reserves, and capitalize on a robust premium-price environment -- all while unit operating costs continue to decline as volumes scale. This powerful combination will significantly expand margins and drive substantial profitability for the company. Maurel & Prom is a world-class operator with an extensive global track record in energy asset development and deep expertise in Colombia and we are honoured to officially welcome them as partners on the block."

About NG Energy International Corp.

NG Energy International is a growth-orientated natural gas exploration and production company focused on delivering long-term shareholder and stakeholder value through the discovery, delineation and development of large-scale energy assets in the Americas, supporting energy transition and economic growth. NG Energy's team has extensive technical and capital markets expertise with a proven record of building companies and creating significant value in South America. In Colombia, the company is executing on this mission with a rapidly growing production base and an industry-leading growth trajectory, delivering natural gas into the premium-priced Colombian marketplace (approximately $8 (U.S.) per million British thermal units) with projected triple-digit production growth over the next two to three years toward a production goal of 200 million cubic feet per day. To date, the company has raised over $200-million (U.S.) in debt and equity, successfully monetized a $150-million (U.S.) farmout, and constructed and commissioned three gathering, processing and treatment facilities and associated pipelines with gross processing and transportation capacity of 60 million cubic feet per day with significant capital contributions from insiders who currently own approximately 32 per cent of the company.

We seek Safe Harbor.