Fiddlehead Announces Fully Funded Strategic and Accretive Acquisition of a Private Central Alberta Producer, Expanding Pro Forma Company Interest Production to 3,850 boe/d at Closing, Refinancing of D

CALGARY, AB, April 10, 2025 /CNW/ - Fiddlehead Resources Corp. ("Fiddlehead" or the "Company") is pleased to announce that it has entered into a share purchase agreement dated April 10, 2025 (the "Purchase Agreement") with a privately owned Central Alberta producer ("PrivateCo") to acquire upstream producing and non-producing assets near Cynthia, Alberta (the "Cynthia Assets"). Pursuant to the terms of the Purchase Agreement, Fiddlehead proposes to acquire all of the issued and outstanding shares of PrivateCo as further described below (the "Transaction") for total consideration of CAD$21,000,000 (the "Purchase Price"), consisting of CAD$18,000,000 cash consideration and CAD$3,000,000 in units of Fiddlehead ("Unit"). Each Unit consists of one common share of Fiddlehead ("Common Share") valued at a price of CAD$0.20 per share and one whole share purchase warrant ("Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of CAD$0.24 per share at any time up to 60 months following the completion of the Transaction. 

Concurrent with the completion of the Transaction, Fiddlehead will raise gross proceeds of CAD$1,000,000 through a non-brokered private placement on identical terms as the Units issued to PrivateCo (the "Offering"), in which the Company has received commitments for the entire amount. Pursuant to the private placement, the  Company will issue 5,000,000 units at a price of CAD$0.20 per Unit. Certain directors and management members of Fiddlehead and large shareholders will be subscribing in the private placement for an aggregate of approximately $500,000 and the remaining $500,000 has been fully committed by institutional energy investors. The proceeds from this Offering will be used by the Company primarily for general working capital.

The Purchase Price is expected to be fully funded by a new senior secured term debt facility in the amount of USD$25,000,000 (the "Debt Facility"), provided by a syndicate of North American-based private credit investors (the "Lenders"), bearing an interest rate of 12.09% per annum, pursuant to a term sheet executed on April 10, 2025 (the "Term Sheet").

Closing of the Transaction, Offering and Debt Facility is expected to occur on or before May 15, 2025, and is subject to customary TSX Venture Exchange ("TSXV") approvals. All securities issued pursuant to the Offering will be subject to a hold period of four months plus a day from the date of issuance. The Transaction will have an effective date of May 1, 2025.

Read the full news release here.