Dr. David Winter reports

HORIZON PETROLEUM ANNOUNCES AMENDED DEAL TERMS AND FINAL CLOSING FOR ACQUISITION OF 100% OWNERSHIP OF IT'S POLISH ASSETS

Horizon Petroleum Ltd. has reached an agreement with San Leon Energy on amended terms for the acquisition of its Polish subsidiaries Energia Karpaty Zachodnie Sp Zoo and Energia Karpaty Zachodnie z ograniczona odpowiedzialnoscia SpK that hold the Bielsko-Biala and Cieszyn concessions. The company has paid the consideration due, as detailed below, to San Leon Energy who have confirmed full receipt of the agreed amount. With the consideration payment fully discharged, the transaction is now considered to be closed.

Dr. David Winter, chief executive officer of the company, commented: "We are very pleased to have finally concluded the transaction with San Leon. The amended terms benefit both companies. The all-cash consideration meets both companies needs and for Horizon removes the dilution associated with issuing common shares. The termination of the NPI will lead to an increase in Horizon's gas reserves and reserve value and payment of the consideration reduces the debt on our balance sheet. Horizon is now clear to unlock the significant potential reserve value at Lachowice and to develop the natural gas resources across it's 1,100-square-kilometre land base in southern Poland and play a significant role in increasing domestic gas supplies and enhancing Poland's energy independence."

Original deal terms

The terms agreed and previously announced by Horizon and San Leon were for Horizon to pay San Leon consideration at closing of $1.08-million (U.S.) in cash (net), $1-million in Horizon shares and a 6-per-cent net profits interest (NPI). Horizon and San Leon originally agreed that San Leon would transform the concessions prior to closing. However, due to delays in the transformation process, Horizon had agreed to take responsibility for the completion of the transformation of the concessions, and in exchange, the parties agreed that payment of the consideration would be made contingent upon the transformation of the Biesko-Biala concession. The transformation of the concessions involved the conversion of the Bielsko-Biala and Cieszyn concessions to the new Polish concession structure and the completion of the award of the concessions to EKZ. These transformations were completed and the concessions awarded to EKZ on Nov. 19, 2024. Payment of the consideration was subject to a number of additional conditions, including the transformation of the concessions, final approval of the TSX Venture Exchange, Horizon's ability to raise sufficient funds to pay the cash consideration and the potential need for shareholder approval for issuance of the share consideration.

Amended deal terms

Horizon and San Leon Energy have agreed amended payment terms as follows:

1. Pay final consideration of $1.6-million (U.S.) in cash;
2. Termination of the 6-per-cent net profits interest (NPI).
3. In consideration for the termination of the NPI, EKZ has agreed to release San Leon Energy from the Kety well obligations and agreed to transfer the plot of land on which the Kety well is located for the price of PLN 1 plus VAT to EKZ. The Kety well was plugged and abandoned as a dry well drilled by San Leon Energy and PgNIG in 2015 but still exhales a very small amount of methane from the casing. EKZ will assume the responsibility to monitor the well and assume any future liabilities and remediate the well if necessary.

The payment of the consideration is effective as of June 10, 2026, and completes the transaction between Horizon and San Leon Energy.

About Horizon Petroleum Ltd.

Calgary-based Horizon is focused on the appraisal and development of natural gas reserves and clean energy sources to assist the increase in the energy independence and security in Europe. The management and board of Horizon consist of oil and gas, business, and finance professionals with significant international experience.

We seek Safe Harbor.