New Stratus Energy Inc. (TSXV:NSE) agreed to acquire Repsol Ecuador, S.A from Repsol, S.A. (BME:REP) for $5 million on November 18, 2021. Cash payment of $5 million (subject to customary adjustments) to be paid in two (2) equal installments and additional contingent payments linked to the following conditions and/or occurrence of events: (i) the extension of the term of the Service Contracts with a maximum payment by the Purchaser to the Sellers of $12 million, (ii) the average Brent price during the 2021 and 2022 calendar years, (iii) the actual collection of the “carry forward” generated under the Service Contracts and (iv) a percentage of the dividends or distributions paid by OCP LTD above a certain amount. Ramiro Paez, Director of the Ecuador Business Unit for Repsol to continue as Director post acquisition. The closing of the Transaction remains subject to customary TSX Venture Exchange approvals and satisfaction of customary closing conditions. The transaction has been approved by the Ministry of Energy and Non-Renewable Natural Resources of Ecuador and the Ecuadorian Antitrust Authority (Superintendencia de Control del Poder de Mercado). The closing of the transaction which is expected in December 2021. Antonio Del Pino (L) & Ignacio Pallarés (LB) of Latham & Watkins LLP acted as legal Advisors to Repsol S.A in the transaction. Laurentian Bank Securities, Inc. and Horizon Capital acted as financial advisor to New Stratus Energy Inc. Jabier Badiola, Israel de Diego, Lucas Tomei, Jorge Neher, Santiago González and Jorge Paz of Dentons Europe Abogados, S.L.U. acted as legal advisor to New Stratus Energy Inc. J.P. Morgan Espana S.A. acted as financial advisor to Repsol, S.A.

New Stratus Energy Inc. (TSXV:NSE) completed the acquisition of Repsol Ecuador, S.A from Repsol, S.A. (BME:REP) on January 14, 2022.