Blacksteel Energy Inc. Announces Amendment to Agreement for the Sale of Girouxville Assets

Calgary, Alberta--(Newsfile Corp. - May 9, 2025) - Blacksteel Energy Inc. ("Blacksteel" or the "Corporation") is pleased to announce that further to its press release dated March 3, 2025 outlining the sale by the Corporation and its 100% subsidiary Drakkar Energy Ltd. ("Drakkar") of all of its oil producing assets in the Girouxville Area to Perthro (Canada) Inc. ("Perthro") (the "Proposed Transaction"), the parties have agreed to amend the consideration paid by Perthro to Blacksteel under the Proposed Transaction.

Under the current terms of the purchase agreement between the parties, Perthro has agreed to pay a base purchase price of $2.6 million, plus an additional $500,000 cash if the Proposed Transaction is completed by July 15, 2025. Under the provisions of an amendment agreement signed by the Corporation, Drakkar, Perthro and Pethro AB, Perthro AB has agreed to provide additional consideration of one million (1,000,000) Class "B" shares (the "Additional Consideration") of Perthro AB to Blacksteel. The Additional Consideration is subject to a minimum of 42% of the issued and outstanding Blacksteel common shares signing support agreements agreeing to vote in favour of the Proposed Transaction at the special shareholders' meeting scheduled for June 26, 2025.

Perthro AB is the sole shareholder of Perthro and is a Swedish incorporated oil and gas exploration and development company.

Perthro AB is currently working diligently to list its shares (the "IPO") on a suitable exchange in Stockholm, Sweden, which it expects to complete sometime during 2026. Perthro AB currently has approximately 17,700,000 shares outstanding, of which approximately 14,000,000 are Class "A" shares and 3,700,000 Class "B" shares. The Class "A" and Class "B" shares are of equal monetary value, and each Class "A" share carries 10 votes, while each Class "B" share carries a single vote. Depending on market conditions at the time of the IPO, Perthro expects that only the Class "B shares will be listed on an exchange. Class 'A' shares can be converted to Class "B" shares freely at any time on a one for one basis. Perthro AB also has approximately 3,200,000 share purchase warrants outstanding at this time.

Perthro AB is engaged in a pre-IPO equity offering whereby it expects that additional shares will be issued ahead of the planned IPO. The target IPO price for Perthro AB is between 5 SEK (CDN $0.71) and 10 SEK (CDN $1.42) per share. The current exchange rate is approximately 7.00 SEK to one (1) Canadian dollar. The IPO price is not guaranteed, and the price will be determined by market conditions and in consultation with a certified financial advisor at the time of the IPO.

If the Additional Consideration is issued in connection with the Proposed Transaction, Perthro AB is willing to consider buying back the Class "B" shares from Blacksteel at any time after the closing of the Proposed Transaction.

Pethro AB's management team is led by Jonas Lindvall and Andres Modarelli.

Jonas Lindvall is the President and CEO of Perthro AB and a successful oil and gas entrepreneur who has previously led two successful listings of public companies on Nasdaq, the main Swedish stock exchange. Mr. Lindvall is a petroleum engineer with 35 years experience creating value with companies like Shell Oil and Talisman Energy. Since 2005, he has been instrumental in co-founding two successful smaller publicly listed companies in Sweden. Early investors, in both companies enjoyed a ten fold multiple return on their investment. Mr. Lindvall holds a Bachelor Degree in Petroleum Engineering and a Master Degree in Energy Business, both from the University of Tulsa, Oklahoma.

Andres Modarelli, CFO and co-founder of Perthro AB, is a Chartered Professional Accountant with over 20 years of experience, predominantly in the upstream oil and gas industry. He has held various senior finance positions with Canadian and European publicly listed junior companies operating in Canada and Internationally, including; C&C Energia, Platino Energy and Mapan Energy, where he was a co-founder and which was later acquired by Tourmaline Oil Corp. Most recently, he was CFO of Maha Energy AB, a Nasdaq Stockholm listed company where he joined in 2017 and worked alongside Mr. Lindvall, operating assets in North America, Brazil and Oman. Having started his career with Deloitte, Mr. Modarelli is also a Certified Public Accountant and has a Bachelor in Business Administration degree from the Pontifical Catholic University of Argentina.

The Proposed Transaction is expected to be completed on or about July 15, 2025 (the "Closing Date"). It is subject to certain customary conditions and approvals, including approval by Blacksteel shareholders at a special meeting of shareholders, regulatory approval and normal course closing adjustments.

"The Additional Consideration offered by Perthro AB under the Proposed Transaction allows for Blacksteel shareholders to indirectly participate in the prospective upside and increase in value of Perthro AB shares when they list on a Swedish stock exchange. This makes for an even more compelling reason for shareholders to vote in favour of the Proposed Transaction," stated Arthur Madden, Blacksteel's CEO and CFO.

Blacksteel is a junior oil and gas company that explores, develops, and produces petroleum and natural gas resources.

Forward-Looking Information Cautionary Statement: This document contains forward-looking statements regarding the business and operations of Blacksteel. All statements other than statements of historical fact contained herein are forward-looking statements under applicable securities laws. In particular, statements about the Corporation's anticipated transactions are forward-looking. These forward-looking statements are based upon various assumptions. Forward-looking statements are frequently characterized by words such as "plan", "expect," "project", "seek," "intend", "believe", "anticipate", "estimate", "suggest", "indicate," and other similar words or statements that certain events or conditions "may" or "will" occur. The Corporation's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements, and, accordingly, no assurances can be given that any of the plans, intentions or expectations anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits the Corporation will derive therefrom. Forward-looking statements include but are not limited to statements related to the completion of the Proposed Transaction, the payment of Additional Consideration, the listing of Perthro AB shares on a Swedish stock exchange, the target price of the Perthro AB shares, the pre-IPO equity offering of Perthro AB, the potential for Perthro AB to buy back the shares issued to Blacksteel, the expected Closing Date, shareholder approval of the Transaction, regulatory approval of the Transaction and other statements. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with oil and gas exploration; risks related to the listing and maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drilling results; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; the possibility that future exploration and development results will not be consistent with the Corporation's expectations; risks related to commodity price fluctuations; and other risks and uncertainties related to the Corporation's prospects, properties and business detailed elsewhere in the Corporation's disclosure record. All subsequent forward-looking statements, whether written or oral, attributable to the Corporation or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and the Corporation does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/251529