Independent proxy advisory firms recommend Kiwetinohk Energy shareholders vote IN FAVOUR of the arrangement with Cygnet Energy Ltd.

CALGARY, AB, Dec. 8, 2025 /CNW/ - Kiwetinohk Energy Corp. (TSX: KEC) ("Kiwetinohk" or the "Company") announces that independent proxy advisory firms, including Institutional Shareholder Services Inc. ("ISS"), have recommended that holders ("Shareholders") of the Company's common shares (the "Shares") vote FOR the special resolution (the "Arrangement Resolution") approving the proposed statutory plan of arrangement (the "Arrangement") involving Kiwetinohk, the Shareholders and Cygnet Energy Ltd. (the "Purchaser") at the upcoming special meeting of Shareholders (the "Meeting") scheduled for December 16, 2025.

Beth Reimer-Heck, Chair of the independent Special Committee ("the Special Committee") of the Board of Directors (the "Board") of Kiwetinohk, commented: "We are pleased that ISS has recommended that Kiwetinohk shareholders vote FOR the Arrangement. In our view, the Arrangement provides full and fair value for Kiwetinohk's shares following an extensive review of alternatives, and delivers immediate, all-cash certainty at a premium to both the unaffected price and the levels at which the company has historically traded."

The Board of Directors of Kiwetinohk Energy Corp. unanimously recommends that Shareholders vote FOR the Arrangement Resolution.

For assistance in voting, please contact Laurel Hill Advisory Group by phone or text at 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America), or by email at assistance@laurelhill.com.

Details of the Arrangement

Pursuant to the Arrangement, Kiwetinohk Shareholders (other than in respect of a portion of the Shares held by certain affiliates of ARC Financial Corporation, (the "Rollover Shareholders")) will receive $24.75 in cash per Share, valuing Kiwetinohk's equity at approximately $1.1 billion based on 44,615,423 Shares outstanding on a non-diluted basis as of the record date of November 10, 2025. The consideration implies an enterprise value of approximately $1.4 billion for Kiwetinohk.

All of Kiwetinohk's directors and officers, together with the Company's two largest Shareholders, have entered into support agreements in favour of the Arrangement, representing approximately 79% of the issued and outstanding Shares and 38% of the Shares eligible to vote on the minority approval of the Arrangement.

The cash consideration represents a premium of approximately:

• 63% to the closing price of the Shares of $15.20 on the Toronto Stock Exchange (the "TSX") on March 5, 2025, the date on which Kiwetinohk first publicly announced its intention to pursue a strategic alternatives review process; and
  
  
  
• 10% to the closing price of the Shares of $22.42 on the TSX on October 27, 2025, the last trading day prior to the public announcement of the Arrangement.

The Arrangement is the result of a comprehensive strategic alternatives and business strategy review process overseen by an independent Special Committee. The Board and Special Committee considered advice from Kiwetinohk's financial advisors, National Bank Capital Markets and RBC Capital Markets, an independent formal valuation from Peters & Co. Limited ("Peters & Co.") and fairness opinions from National Bank Capital Markets ("NBF Fairness Opinion") and Peters & Co. Limited ("Peters & Co. Fairness Opinion").

Further details with respect to the Arrangement have been included in the management information circular (the "Circular") which was mailed to the Shareholders and filed on Kiwetinohk's SEDAR+ profile and Kiwetinohk's website at www.kiwetinohk.com.

Independent Third-Party Proxy Advisory Recommendations

After conducting an independent review of the Arrangement, two leading proxy advisory firms have recommended that Shareholders vote FOR the Arrangement Resolution.

In its analysis, ISS acknowledges the potential conflicts inherent in a related-party transaction, but concludes that these concerns are outweighed by the overall terms and process, stating that:

• the Arrangement delivers a fair cash premium to Kiwetinohk's unaffected trading price following a significant run-up in the share price after the business strategy review announcement;
  
  
  
• the Arrangement valuation appears reasonable, supported by a formal valuation range of $22.00 to $27.00 per Share prepared by Peters & Co.; and
  
  
  
• Shareholders benefit from a certain and immediate all-cash exit at an all-time high share price, following a thorough strategic review and market check process that facilitated meaningful price discovery.

YOUR VOTE IS IMPORTANT - PLEASE VOTE

Meeting Details

The special meeting of Shareholders will be held at Livingston Place, 222 – 3 Avenue S.W., South Tower, Plus 15 Level, Meeting Rooms A&B, Calgary, Alberta, T2P 0B4, on December 16, 2025 at 9:00 a.m. (Mountain time).

The record date for determining Shareholders entitled to receive notice of, and to vote at, the Meeting is November 10, 2025.

Shareholders are reminded that every vote is important regardless of how many Shares they may hold, and are encouraged to vote well in advance of the Meeting. Beneficial and registered Shareholders should carefully follow the instructions in the Circular and on their form of proxy or voting instruction form. Proxies must be received no later than 9:00 a.m. (Mountain time) on Monday, December 15, 2025, or, if the Meeting is adjourned or postponed, no later than 9:00 a.m. (Mountain time) on the business day immediately preceding the reconvened Meeting.

Shareholder Questions & Voting Assistance

If you have any questions or require assistance with voting your Shares, please contact Kiwetinohk's proxy solicitation agent and shareholder communications advisor:

Laurel Hill Advisory Group

• Call or Text Toll-Free (North America): 1-877-452-7184
  
  
  
• Call or Text Outside North America: +1-416-304-0211
  
  
  
• Email: assistance@laurelhill.com

About Kiwetinohk

Kiwetinohk produces natural gas, natural gas liquids, oil and condensate from profitable liquids-rich natural gas properties focused in the Montney and Duvernay formations in Alberta, Canada.

Kiwetinohk's common shares trade on the Toronto Stock Exchange under the symbol KEC. Additional details are available within the year-end documents available on Kiwetinohk's website at kiwetinohk.com and SEDAR+ at www.sedarplus.ca.

Forward looking information

Certain information set forth in this news release contains forward-looking information and statements including, without limitation, management's business strategy, management's assessment of future plans and operations. Such forward-looking statements or information are provided for the purpose of providing information about management's current expectations and plans relating to the future.

Forward-looking statements or information typically contain statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "project", "potential", "may" or similar words suggesting future outcomes or statements regarding future performance and outlook. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company.

In particular, this news release contains forward-looking statements pertaining to the proposed statutory plan of arrangement involving Kiwetinohk and the Purchaser, the timing of the Meeting and the deadline for proxies.

In addition to other factors and assumptions that may be identified in this news release, assumptions have been made regarding, among other things: Kiwetinohk's business and business strategy and general business, economic and market conditions. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that have been used. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements as the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements or information involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements or information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail in the Company's annual information form for the year ended December 31, 2024.

The forward-looking statements and information contained in this news release speak only as of the date of this news release and the Company undertakes no obligation to publicly update or revise any forward-looking statements or information, except as expressly required by applicable securities laws.

For more information on Kiwetinohk, please contact:

Investor Relations
Investor Relations email: IR@kiwetinohk.com
Investor Relations phone: (587) 392-4395

Pat Carlson, Chief Executive Officer
Jakub Brogowski, Chief Financial Officer

SOURCE Kiwetinohk Energy