CALGARY, AB, Aug. 5, 2025/ CNW/ – Fiddlehead Resources Corp. (“ Fiddlehead” or the “ Business“) is happy to reveal that the Alberta Energy Regulator (“ AER“) has actually finished its evaluation of the Instruction 088 transfer application associated to the well, center, and pipeline licenses obtained as part of the formerly revealed Ferrier acquisition.
On Friday, August 1, 2025, the AER moved the Ferrier licenses to Fiddlehead. The Business is now actively dealing with the Supplier to shift operatorship of the properties, with conclusion anticipated no behind September 1, 2025
Fiddlehead extends its gratitude to the AER for its diligence and continuous stewardship of Alberta’s energy and mineral resources.
With the effective conclusion of the Instruction 088 license transfer, Fiddlehead is poised to advance its technique of obtaining and establishing top quality, accretive properties. In addition, this turning point represents significant development towards the prepared for closing of Fiddlehead’s formerly revealed Cynthia acquisition.
President, CEO and Chairman Brent Osmond commented:
” The effective conclusion of the Instruction 088 License Transfer Application represents a substantial turning point in Fiddlehead’s ongoing development. With this approval, we now have the capability to straight handle the everyday operations of our freshly obtained Ferrier properties, totally take advantage of our group’s proficiency, and advance company prepares for future capital expense.
Our group has actually been vigilantly determining chances to boost worth throughout the Ferrier properties, and we’re thrilled to start performing on that capacity. On behalf of all Fiddlehead stakeholders, I wish to thank the Alberta Energy Regulator for their diligence and partnership throughout the transfer procedure.
We are pleased with the result and anticipate developing our production base and existence as a brand-new operator in the Province of Alberta“
Share Issuance
In connection with the acquisition of a personal manufacturer in the Cynthia location of Alberta formerly revealed on April 10, 2025 (“ Cynthia Deal“), the Business has actually provided 5,000,000 typical shares of the Business as a non-refundable deposit as part of the initial factor to consider to extend the closing date of the Cynthia Deal to accommodate the AER Ferrier license transfer evaluation.
In connection with the change of its existing loaning contract revealed on June 26, 2025, the Business has actually provided 1,000,000 typical shares as a refinancing charge to its loan provider.
The Cynthia Deal and the Financial obligation Center is anticipated to happen on or about September 12, 2025, and undergoes popular TSX Endeavor Exchange (“ TSXV“) and regulative approvals.
Outcomes of the Yearly General and Unique Satisfying
Fiddlehead likewise reveals the outcomes of its Yearly General and Unique Satisfying of Investors hung on July 10, 2025 (the “ AGSM“).
At the AGSM, the investors authorized all of the resolutions detailed in the details circular for the AGSM, specifically:
- to set the variety of directors at 6 (6 );
- to choose the directors;
- to re-appoint the Business’s auditor;
- to authorize the extension of the Business’s Rolling Omnibus Strategy;
- to negotiate on all other matters that might residential or commercial property come before the AGSM.
At the AGSM, 8,174,177 typical shares of the Business were voted, representing 13.51% of the Business’s provided and impressive typical shares. The following table information the outcomes:
Movement |
Variety Of Shares |
Percent of Votes Cast |
||||||
For |
Versus |
Keep/ Abstain |
Ruined |
Open |
For |
Versus |
Kept/ Abstain |
|
Variety Of Directors |
8,174,177 |
0 |
0 |
0 |
0 |
100.000 % |
0.000 % |
0.000 % |
Choose Brent Osmond as Director |
8,174,177 |
0 |
0 |
0 |
0 |
100.000 % |
0.000 % |
0.000 % |
Choose David Ritter as Director |
8,174,177 |
0 |
0 |
0 |
0 |
100.000 % |
0.000 % |
0.000 % |
Choose Dale Miller as Director |
8,174,177 |
0 |
0 |
0 |
0 |
100.000 % |
0.000 % |
0.000 % |
Choose Clifford Neil Smith as Director |
8,174,177 |
0 |
0 |
0 |
0 |
100.000 % |
0.000 % |
0.000 % |
Choose Gregory Turnbull as Director |
8,174,177 |
0 |
0 |
0 |
0 |
100.000 % |
0.000 % |
0.000 % |
Choose Stephanie Lot as Director |
8,174,177 |
0 |
0 |
0 |
0 |
100.000 % |
0.000 % |
0.000 % |
Consultation of Auditors |
8,174,177 |
0 |
0 |
0 |
0 |
100.000 % |
0.000 % |
0.000 % |
Re-Approve Rolling Omnibus Strategy |
8,129,892 |
44,285 |
0 |
0 |
0 |
99.458 % |
0.542 % |
0.000 % |
Fiddlehead’s Board of Directors invites Ms. Stephanie Lot in signing up with the Board. Ms. Lot is a Chartered Specialist Accounting Professional with over thirty years of experience in oil & & gas, retail, innovation and consulting. She has actually formerly acted as an officer of numerous public and personal business. Ms. Lot holds a Bachelor of Commerce and a Bachelor’s Degree from the University of Alberta
2025 Assistance
Following closing of the Cynthia Deal, Fiddlehead prepares for offering assistance for complete year 2025. The assistance will consist of a complete upgrade integrating the Assets, the Cynthia properties, in addition to an upgrade on Fiddlehead’s present possession base.
Advisors
Research study Capital Corporation functioned as monetary consultant in connection with the Cynthia Deal.
READER ADVISORIES
The TSXV has in no chance passed upon the benefits of the Cynthia Deal and has actually neither authorized nor disapproved the contents of this news release. Neither the TSXV nor its Policy Solutions Company (as that term is specified in the policies of the TSXV) accepts duty for the adequacy or precision of this release.
Cautionary Note Relating To Forward Looking Info
This press release consists of positive declarations and positive details within the significance of appropriate securities laws. Any declarations that are consisted of in this press release that are not declarations of historic truth might be considered to be positive declarations. Positive declarations are typically recognized by terms such as “might”, “ought to”, “prepare for”, “will”, “quotes”, “thinks”, “means”, “anticipates” and comparable expressions which are planned to recognize positive details or declarations. More especially and without restriction, this press release consists of forward looking declarations and details worrying: the Cynthia Deal and prepared for closing thereof; the Business’s expected source of funds for complete satisfaction of the Purchase Rate; the accessibility and quantity of the Financial obligation Center, the conditions on which funds might be advanced thereunder, and prepared for closing thereof; the Business’s intent to make use of the tanks and the Business’s long term service technique with regard to the Ferrier and Cynthia Assets; expected production from the Ferrier and Cynthia properties; Fiddlehead warns that all positive declarations are naturally unpredictable, which real efficiency might be impacted by a variety of product elements, presumptions and expectations, a number of which are beyond the control of Fiddlehead, consisting of expectations and presumptions worrying Fiddlehead, the Cynthia Deal, the prompt invoice of all needed TSXV and regulative approvals and exemptions (as appropriate), Alberta Energy Regulatory (AER) approvals, if any and as appropriate, the complete satisfaction of other closing conditions in accordance with the regards to the Purchase Arrangement and Financial Obligation Center. The reader is warned that presumptions utilized in the preparation of any positive details might show to be inaccurate. Occasions or situations might trigger real outcomes to vary materially from those forecasted as an outcome of various recognized and unidentified threats, unpredictabilities, and other elements, a number of which are beyond the control of Fiddlehead. The reader is warned not to position excessive dependence on any positive details. Such details, although thought about sensible by management at the time of preparation, might show to be inaccurate and real outcomes might vary materially from those prepared for. Positive declarations consisted of in this news release are specifically certified by this cautionary declaration.
The positive declarations consisted of in this press release are made since the date of this press release, and Fiddlehead does not carry out any commitment to upgrade openly or to modify any of the consisted of positive declarations, whether as an outcome of brand-new details, future occasions or otherwise, other than as specifically needed by securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR CIRCULATION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT MAKE UP AN DEAL TO OFFER OR A SOLICITATION OF AN DEAL TO OFFER ANY ONE OF THE SECURITIES EXPLAINED HEREIN IN THE UNITED STATES THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, SIGNED UP UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. INDIVIDUALS UNLESS SIGNED UP OR EXEMPT THEREFROM.
This press release will not make up a deal to offer or the solicitation of a deal to purchase any securities in any jurisdiction.
Non-GAAP and Other Financial Steps
Throughout this file and other products revealed by the Business, Fiddlehead utilizes specific steps to evaluate monetary efficiency, monetary position, and capital. These non-GAAP and other monetary steps do not have any standardized significance recommended under GAAP and for that reason might not be similar to comparable steps provided by other entities. The non-GAAP and other monetary steps ought to not be thought about options to, or more significant than, monetary steps that are figured out in accordance with GAAP as indications of the Business efficiency. Management thinks that the discussion of these non-GAAP and other monetary steps supplies beneficial details to investors and financiers in understanding and assessing the Business’s continuous operating efficiency, and the steps offer increased openness and the capability to much better evaluate Fiddlehead’s service efficiency versus previous durations on a similar basis.
EBITDA
EBITDA is determined by the Business as changed funds circulation before interest expenditure. When this step is provided quarterly, EBITDA is annualized by increasing by 4. When this step is provided on a tracking twelve-month basis, EBITDA for the twelve months preceding the net financial obligation date is utilized in the computation. This step follows the EBITDA formula recommended under the Business’s Elder Credit Center.
Net Operating Earnings (NOI)
Fiddlehead utilizes “Net Operating Earnings” as one essential efficiency sign. Net Operating earnings is determined by the Business as oil and natural gas sales less royalties, operating costs and transport costs and is a step of the success of operations before administrative, share-based payment, funding and other non-cash products. Management thinks about Net Operating Earnings an crucial step to assess its functional efficiency as it shows its field level success. Net Operating Earnings ought to not be thought about as an option to or more significant than net earnings as figured out in accordance with GAAP as an sign of the Business’s efficiency.
Net Financial Obligation
Net Financial obligation represents the bring worth of the Business’s financial obligation instruments, web of changed working capital. The Business utilizes Net Financial obligation as an option to arrearage as Management thinks it supplies a more precise step in evaluating the liquidity of the Business. The Business thinks Net Financial obligation can offer beneficial details to financiers and investors in comprehending the total liquidity of the Business.
Net Financial obligation to EBITDA
Management thinks about Net Financial obligation to EBITDA a crucial step as it is a crucial metric to recognize the Business’s capability to money funding costs, net financial obligation decreases, and other responsibilities. Net Financial Obligation to EBITDA is determined as Net Financial obligation divided by EBITDA.
Danger Elements to Forward Looking Info (” FLI”)
Danger elements that might materially affect effective execution and real outcomes of the Business’s 2025 and 2026 capital program and associated quotes consist of, however not restricted to:
- the threat that the U.S. federal government enforces tariffs on Canadian products, consisting of petroleum and gas, which such tariffs (and/or the Canadian federal government’s action to such tariffs) negatively impact the need and/or market value for the Business’s items and/or otherwise negatively impacts the Business.
- volatility of petroleum and gas rates and intrinsic trouble in the precision of forecasts associated thereto.
- the level of any damaging effects of wildfires in the province of Alberta
- that the conclusion of the Cynthia Deal and financial obligation plans undergoes a variety of conditions which are common for deals of this nature nevertheless that failure to please any of these conditions might lead to the termination of the Cynthia Deal.
- AER deposit requirements and transfers, as appropriate.
- modifications in Federal and Provincial guidelines.
- the Business’s capability to protect funding for the Business to carry out a capital program and longer-term capital strategies sourced from Adjusted Funds Circulation, bank or other financial obligation instruments, possession sales, equity issuance, facilities funding or some mix thereof.
The Business has actually trusted specific third-party reports, consisting of reserves examinations and technical evaluations prepared by independent specialists, in connection with the examination and disclosure of the deal. While the Business thinks such sources to be dependable, there is no guarantee that the quotes or presumptions consisted of in such reports will show to be precise. Real outcomes might vary materially from those prepared for due to different threats and unpredictabilities.
Please describe the Business’s MD&A for the very first quarter 2025 and the 2024 Yearly Info Type (” AIF”) for conversation of extra threat elements associating with the Business, which can be accessed under the Business’s SEDAR+ profile on www.sedarplus.ca. Readers are warned not to position excessive dependence on this positive details, which is provided since the date hereof, and to not utilize such positive details for anything aside from its designated function. The Business carries out no commitment to upgrade openly or modify any positive details, whether as an outcome of brand-new details, future occasions or otherwise, other than as needed by law.
Future-Oriented Financial Info
This news release consists of future-oriented monetary details and monetary outlook details (jointly, “ FOFI“) about the Business’s and the counterparties potential outcomes of operations and production, budget plans, expenses and assistance and elements thereof, all of which undergo the exact same presumptions, threat elements, constraints, and certifications as stated in the above paragraphs. FOFI consisted of in this file was authorized by management since the date of this file and was attended to the function of offering additional details about the Business’s future service operations. The Business and its management think that FOFI has actually been prepared on an affordable basis, showing management’s finest quotes and judgments, and represent, to the very best of management’s understanding and viewpoint, the Business’s anticipated strategy. Nevertheless, due to the fact that this details is extremely subjective, it ought to not be counted on as always a sign of future outcomes. The Business disclaims any intent or commitment to upgrade or modify any FOFI consisted of in this file, whether as an outcome of brand-new details, future occasions or otherwise, unless needed pursuant to appropriate law. Readers are warned that the FOFI consisted of in this file ought to not be utilized for functions aside from for which it is revealed herein. Modifications in projection product rates, distinctions in the timing of capital investment, and differences in typical production quotes can have a substantial influence on the essential efficiency steps consisted of in the Business’s assistance. The Business’s real outcomes might vary materially from these quotes.
Oil and Gas Steps and Metrics
The Business utilizes the following metrics in evaluating its efficiency and comparing itself to other business in the oil and gas market. These terms do not have a standardized significance and for that reason might not be similar with the computation of comparable steps by other business:
Business decrease (” Decrease”) is the rate at which production from a grouping of properties falls from the start of a to the end of that year.
Comparable Info
Specific details in this news release might make up “comparable details” as specified in NI 51-101, consisting of however not restricted to, details relating to the locations in geographical distance to lands that are or might be held by Fiddlehead. Such details has actually been gotten from federal government sources, regulative firms, or other market individuals. Fiddlehead thinks the details is appropriate as it assists to specify the tank qualities in which Fiddlehead might hold an interest; nevertheless, Fiddlehead is not able to validate that the comparable details was prepared by a certified reserves critic or auditor. Such details is not a quote of the reserves or resources attributable to lands held or possibly to be held by Fiddlehead and there is no certainty that the tank information and economics details for the lands held or possibly to be held by Fiddlehead will resemble the details provided herein. The reader is warned that the information relied upon by Fiddlehead might remain in mistake and/or might not be comparable to such lands to be held by Fiddlehead.
Net Present Worth ( NPV) Quotes
It ought to not be presumed that the net present worth of the approximated future net incomes of the reserves of Fiddlehead and/or the obtained properties of PrivateCo consisted of in this news release represent the reasonable market price of the reserves. There is no guarantee that the projection rates and expense presumptions will be achieved, and differences might be product. NPV10 BT represents NPV10 before tax where NPV10 represents the expected web present worth of the future net profits marked down at a yearly rate of 10%. PDP NPV10 represents the expected web present worth of the proven industrialized producing reserves marked down at a yearly rate of 10%.
BOE Equivalent
Barrel of oil equivalents or BOEs might be deceptive, especially if utilized in seclusion. A BOE conversion ratio of 6 mcf: 1 bbl is based upon an energy equivalency conversion approach mostly appropriate at the burner pointer and does not represent a worth equivalency at the wellhead. Considered that the worth ratio based upon the present rate of petroleum as compared to gas is substantially various than the energy equivalency of 6:1, using a 6:1 conversion basis might be deceptive as a sign of worth.
Abbreviations
2025E |
Price Quote for the year ending December 31, 2025 |
AECO |
AECO Meter Station and Alberta Gas Recommendation Rate area |
bbl |
barrel of oil |
bbls |
barrels of oil |
Bcf |
billion cubic feet |
boe |
barrels of oil equivalent |
boe/d |
barrels of oil comparable per day |
GJ |
gigajoules |
IFRS |
International Financial Reporting Standards |
Mbbl |
thousand barrels of oil |
Mmbbl |
million barrels of oil |
Mboe |
thousand boe |
Mmboe |
million boe |
Mcf |
thousand cubic feet |
Mmcf |
million cubic feet |
MSW |
Mixed Sugary Food Blend Alberta benchmark light oil rate |
NGL |
natural gas liquids |
NOI |
net operating earnings |
NTM |
next twelve months |
PDP |
Showed Established Making Reserves |
TP |
Overall Proved Reserves |
TPP |
Overall Proved Plus Probable Reserves |
WTI |
West Texas Intermediate benchmark oil rate |
SOURCE Fiddlehead Resources Corp.