New Stratus Energy Inc. (TSXV:NSE) entered into definitive agreement to acquire 49% stake in Operaciones Petroleras Soledad, S. de R.L. de C.V. for $2 million on May 14, 2024. Under the terms of agreement, the Acquisition has been structured into two tranches. The first tranche involves the purchase by NSE of an initial 49% equity interest in OPS. As consideration for the first tranche of the Acquisition, NSE will (i) pay the vendor a fixed amount of $2 million at closing; (ii) fund the capital commitments and, in certain cases, operational costs of OPS for the next two years of the O&G Contract for an amount of $15 million in year one and $30 million in year two (the ?Commitment?); and (iii) assume 49% of the abandonment obligations to be completed by the end of the O&G Contract in 2039, which are estimated at $9.95 million net to NSE. As a part of acquisition, New Stratus Energy has the exclusive right for NSE to negotiate the purchase up to an additional 41% of the equity interest in OPS, as described in further detail below (the ?Acquisition?).

Pursuant to the terms of the Definitive Agreements, effective May 1, 2024, NSE is entitled to the economic interests, including production and cash flows therefrom, of being a 49% equity interest holder in OPS which entitlement begins in advance of the closing of the first tranche. Closing of the first tranche is expected to occur on or about July 29, 2024 and is conditional upon NSE funding the first $15 million of the Commitment and the Commitment will be reimbursed by OPS using cashflow from operations and the maximum capital exposure of NSE under the Capex Commitment is estimated at $12.5 million.